Fredonia Mining Inc.

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 21, 2024

FEBRUARY 16, 2024

FREDONIA MINING INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The Annual and Special Meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Fredonia Mining Inc. (the “ Corporation ”) will be held on March 21, 2024 at 9:30 a.m. (Toronto time) for the following purposes:

to receive the audited consolidated financial statements of the Corporation for the years ended September 30, 2023 and September 30, 2022, together with the auditors’ report thereon;
to elect the directors of the Corporation;
to appoint McGovern Hurley LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
to consider and, if thought appropriate, pass an ordinary resolution substantially in the form set out in the accompanying management information circular to approve the Corporation’s existing stock option plan; and
to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying management information circular dated February 16, 2024 (the “ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice. Please review the Circular carefully and in full prior to completing and returning the enclosed proxy or voting instruction form, as the Circular has been prepared to help make an informed decision on the matters to be acted upon.

If you intend to vote by proxy, you must vote on the matters before the Meeting by proxy not later than 48 hours (excluding Saturdays, Sundays or statutory holidays in the Province of Ontario) before any adjournment or postponement of the Meeting. We are not aware of any items of business to be brought before the Meeting other than those described in the enclosed Meeting materials.

Every Shareholder at the close of business on February 13, 2024 is entitled to receive notice of, and vote their Common Shares at, the Meeting.

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. If you would like your Common Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. Shareholders who are not present at the Meeting may exercise their right to vote by dating, signing and returning the enclosed form of proxy, or other appropriate form of proxy (each, a “ Form of Proxy ”) in accordance with the instructions set out in the Circular. A Form of Proxy will not be valid unless it is deposited at the offices of the Corporation’s registrar and transfer agent, TSX Trust Company at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, so as to arrive not later than 9:30 a.m. (Toronto time) on March 19, 2024 or on the second day (excluding Saturdays, Sundays, and holidays in the Province of Ontario) preceding the time of any adjournment of the Meeting.

Non-registered beneficial Shareholders should follow the instructions of their intermediaries in order to vote their Common Shares.

BY ORDER OF THE BOARD OF DIRECTORS

“Estanislao Ricardo Auriemma” Chief Executive Officer February 16, 2024

FREDONIA MINING INC. ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 21, 2024

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (this “Circular”) is furnished in connection with the solicitation by the management of Fredonia Mining Inc. (the “Corporation”) of proxies to be used at the annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of the Corporation. The Meeting will be held on March 21, 2024 at 9:30 a.m. (Toronto time), at 82 Richmond Street East, Toronto, Ontario, Canada M5C 1P1, or at such other time or place to which the Meeting may be adjourned or postponed, for the purposes set forth in the notice of annual and special meeting accompanying this Circular (the “ Notice of Meeting ”). Only Shareholders of record on February 13, 2024 are entitled to notice of, and to attend and vote at, the Meeting, unless a Shareholder has transferred any Common Shares subsequent to that date and the transferee Shareholder, not later than 10 days before the Meeting, establishes ownership of the Common Shares and demands that the transferee’s name be included on the list of Shareholders eligible to vote at the Meeting.

Unless otherwise stated, the information contained in the Circular is given as at February 16, 2024. All references in this Circular to “$” are to Canadian dollars.

Every Shareholder at the close of business on February 13, 2024 is entitled to receive notice of, and vote their Common Shares at, the Meeting.

It is expected that the solicitation will be made primarily by mail, but proxies may also be solicited personally by directors, officers or regular employees of the Corporation. Such persons will not receive any extra compensation for such activities. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The cost of any such solicitation will be borne by the Corporation.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy (the “ Form of Proxy ”) are executive officers of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons specified by management in the Form of Proxy to attend and act on behalf of such Shareholder at the Meeting. Such right may be exercised by striking out the names of the persons specified in the Form of Proxy, inserting the name of the person to be appointed in the blank space provided in the Form of Proxy, signing the Form of Proxy and returning it in the manner set forth in the Form of Proxy. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

A Form of Proxy will not be valid unless it is deposited at the offices of the Corporation’s registrar and transfer agent, TSX Trust Company (the “ Transfer Agent ”) at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, so as to arrive not later than 9:30 a.m. (Toronto time) on March 19, 2024 or on the second day (excluding Saturdays,

Sundays, and holidays in the Province of Ontario) preceding the time of any adjournment of the Meeting. A Form of Proxy shall be in writing, dated and executed by the Shareholder or the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Shareholder who has given a proxy may revoke it:

(a) by depositing an instrument in writing, including another completed Form of Proxy, executed by such Shareholder or Shareholder’s attorney authorized in writing either:
i. with the Transfer Agent at any time up to and including the deadline for the submission of proxies for the Meeting as indicated in the Notice of Meeting and Form of Proxy; or
ii. with the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or
(b) in any other manner permitted by law.

Registering a Proxyholder

IF YOU APPOINT A PROXYHOLDER, YOU MUST SUBMIT YOUR FORM OF PROXY APPOINTING YOUR PROXYHOLDER AND YOU MUST ENSURE THAT YOUR PROXYHOLDER REGISTERS (SEPARATELY) WITH TSX TRUST COMPANY.

The Form of Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A Form of Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Exercise of Discretion

A Form of Proxy representing Common Shares of a Shareholder will be voted or withheld from voting in accordance with the instructions of such Shareholder on any ballot that may be called for, and if such Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such specifications, such Common Shares will be voted FOR each of the matters referred to herein.

The Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of the Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxy.

Information for Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation 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 Corporation. Such shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. More particularly, a person is a Beneficial Shareholder in respect of Common Shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary that the Beneficial Shareholder deals with in respect of the Common Shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs,

RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)), of which the intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their nominees are prohibited from voting Common Shares held for Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name.

Applicable Canadian securities regulation 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. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. 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.

In Canada, the majority of brokers now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“ Broadridge ”). Broadridge typically supplies Beneficial Shareholders with a voting instruction form (“ VIF ”) and asks them to return the completed VIF to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving such a VIF cannot use that as a Form of Proxy to vote Common Shares directly at the Meeting. The VIF must be returned to the applicable intermediary well in advance of the Meeting in order to provide instructions on how to vote the Common Shares.

Beneficial Shareholders fall into two categories – those who object to their identity being made known to the issuers of securities that they own (“ Objecting Beneficial Owners ” or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities that they own (“ Non-Objecting Beneficial Owners ” or “ NOBOs ”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBOs list for distribution of proxyrelated materials directly (not via Broadridge) to such NOBOs. The Corporation will send the Circular, Notice of Meeting and proxy-related materials directly to NOBOs.

OBOs can expect to receive their materials related to the Meeting from Broadridge or their brokers or their broker’s agents as set out above. If a reporting issuer does not intend to pay for an intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their intermediary assumes the cost of delivery. The Corporation currently intends to pay for intermediaries to deliver the proxy-related materials to OBOs.

Record Date

The directors have determined February 13, 2024 as the record date for the determination of Shareholders entitled to receive notice of the Meeting (the “ Record Date ”). Only Shareholders of record on the Record Date are entitled to vote at the Meeting.

Interests of Certain Persons or Companies in Matters to be Acted Upon

Except as otherwise disclosed below and herein, management of the Corporation is not aware of a material interest, direct or indirect, by way of beneficial ownership of Common Shares or otherwise, of any director or officer of the Corporation at any time since the beginning of the Corporation’s most recently completed financial year, of any proposed nominee for election as a director of the Corporation, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, approve the Corporation’s stock option plan (the “ Stock Option Plan ”) under which the directors and officers of the Corporation are eligible for grants of options. The current directors and officers of the Corporation have a material interest in the approval of the Stock Option Plan.

Voting Securities and Principal Holders Thereof

As of the date of this Circular, there were 194,709,924 Common Shares of the Corporation issued and outstanding. Each Common Share represents the right to one vote on each matter at the Meeting.

To the knowledge of the directors and officers of the Corporation, there are no persons or companies that beneficially own, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares (and thereby 10% or more of the voting rights attached to the Common Shares) except as stated below:

Name and Municipality of Residence of Principal Shareholder	Fredonia Mining Inc.	Fredonia Mining Inc.
	Number	Approximate %

Resource Capital Fund VI L.P. Denver, United States of America Ricardo Auriemma Ciudad Autónoma de Buenos Aires, Argentina	28,712,119 21,490,097	14.75% 11.04%

BUSINESS OF THE MEETING

Financial Statements

At the Meeting, Shareholders will receive and consider the audited financial statements of the Corporation for the fiscal years ended September 30, 2023 and September 30, 2022, together with the auditor’s report thereon.

Election of Directors

The Corporation proposes that five directors – Estanislao Ricardo Auriemma, Ricardo Auriemma, Ali Mahdavi, Waldo Perez, and Michael Doolan (“ Management’s Nominees ”) – be elected to the board of directors of the Corporation (the “ Board ”) at the Meeting. Each of the foregoing persons is currently a director of the Corporation. Each director’s term of office will expire at the next annual meeting of Shareholders or when his successor is duly elected or appointed, unless his office is vacated earlier in accordance with the articles of the Corporation or he becomes disqualified to act as a director of the Corporation.

Unless the Shareholder has specified in the Form of Proxy that the Common Shares represented by such proxy are to be withheld from voting in the election of directors, the persons named in the Form of Proxy intend to vote FOR the election of Management’s Nominees.

The following table sets forth: the names, province/state, and country of residence of Management’s Nominees; their positions held with the Corporation and their committee memberships; the year in which they became directors of the Corporation; their principal occupation; and the number of Common Shares beneficially owned, or over which control or direction is exercised by them, directly or indirectly, each as at the date of this Circular.

For information regarding compensation, options, equity ownership and current directorships of each of the following persons, please see “Statement of Executive Compensation” and “Statement of Corporate Governance”.

Name, Province or State, and Country of Residence	Positions Held	Director Since(5)	Principal Occupation	Number of Voting Securities Beneficially Owned or Controlled or Directed(1)
Ricardo Auriemma Buenos Aires, Argentina	Director(2)	September 16, 2022	Entrepreneur	21,490,097
Estanislao Ricardo Auriemma Buenos Aires, Argentina	Chief Executive Officer, Director	September 16, 2022	Entrepreneur; Corporate Director	13,635,683
Dr. Waldo Perez Asunción, Paraguay	Director(2)(3)	September 16, 2022	Entrepreneur; Corporate Director	979,326
Michael Doolan Ontario, Canada	Director(2)(3)	September 16, 2022	Corporate Director	290,000
Ali Mahdavi Ontario, Canada(4)	Chairman of the Board, Director	September 16, 2022	Finance Consultant	1,294,658

Notes:

(1) The number of voting securities noted (on a non-diluted basis), not being within the knowledge of the Corporation, has been provided by each director or officer individually.

(2) Member of the Audit Committee (as defined below).

(3) Member of the Compensation Committee (as defined below).

(4) 1,016,880 Common Shares are held indirectly though Spinnaker Capital Markets Inc.

(5) September 16, 2022 is the date that the Corporation continued from the jurisdiction of Alberta to that of Ontario. Since this date, each person has served as a director of the Corporation for a continuous period.

Corporate Cease Trade Orders and Corporate Bankruptcies

To the knowledge of the Corporation, no person proposed to be nominated for election as a director at the Meeting is, or has, within 10 years prior to the date hereof, been a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in such capacity;
(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to act in such capacity and which resulted from an event that occurred while the proposed director was acting in such capacity; or
(c) while the proposed director was acting in such capacity, or within a year of the proposed director ceasing to act in such 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, other than Michael Doolan who was an officer of Molycorp, Inc., which filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on June 25, 2015.

Personal Bankruptcies

To the knowledge of the Corporation, no person proposed to be nominated for election as a director at the Meeting has, within 10 years prior to the date hereof, 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 his assets.

Penalties and Sanctions

To the knowledge of the Corporation, no person proposed to be nominated for election as a director at the Meeting has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, or been subject to 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.

Confirmation and Appointment of Auditors

The auditors of the Corporation are McGovern Hurley LLP, who were first appointed as auditors of the Corporation on November 15, 2023.

McGovern Hurley LLP replaced the Corporation’s former auditor, MNP LLP, which resigned at the Corporation’s request effective November 15, 2023. The Corporation’s determination to change the auditor was not as a result of any “reportable event” as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”). The resignation of MNP LLP and appointment of McGovern Hurley LLP was considered and, upon recommendation of the audit committee of the Corporation (the “ Audit Committee ”), approved by the Board.

In connection with the change in auditor, the change of auditor “reporting package”, as such term is defined in NI 51102, was filed on SEDAR+ at www.sedarplus.com and is attached as Schedule C to this Circular. The reporting package in Schedule C consists of: (i) a notice of change of auditor (the “ Change Notice ”); (ii) a letter from McGovern Hurley LLP confirming that it agrees with the circumstances of change of auditor described in the Change Notice; and (iii) a letter from MNP LLP confirming that it agrees with the circumstances of change of auditor described in the Change Notice.

Shareholders are being asked to confirm the actions of the Board with respect to the change of auditors and to appoint McGovern Hurley LLP as auditors of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix the remuneration of the auditors of the Corporation.

Unless the Shareholder has specified in the Form of Proxy that the Common Shares represented by such proxy are to be withheld from voting in the appointment of auditors, the persons named in the Form of Proxy intend to vote FOR the appointment of McGovern Hurley LLP as auditors of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix the remuneration of the auditors of the Corporation.

Annual Approval of the Existing Stock Option Plan

The Corporation has in place a Stock Option Plan that, under the policies of the TSX Venture Exchange (“ TSXV ”), requires annual approval at the annual meeting of Shareholders.

The Stock Option Plan is a “rolling” stock option plan, pursuant to which the number of Common Shares that may be issued upon exercise of options may not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at any time and such aggregate number of Common Shares automatically increases or decreases as the number of issued and outstanding Common Shares of the Corporation changes.

As of the date of this Circular, a total of 19,470,992 Common Shares were reserved for issuance under the Stock Option Plan (10% of the issued and outstanding Common Shares), of which 12,750,000 Common Shares were subject to options outstanding (being approximately 6.55% of the issued and outstanding Common Shares). As of the date of this Circular, 6,720,992 Common Shares remained available for issuance upon the exercise of options, which may be granted in the future under the Stock Option Plan.

The Stock Option Plan was established by the Board to promote the profitability and growth of the Corporation via attracting and retaining key individuals by encouraging their ownership of the Corporation’s Common Shares so that they benefit from increases in the value of the Corporation’s Common Shares. If the Stock Option Plan is not approved by the Shareholders at the Meeting, the Corporation will not be able to grant any further options under the Stock Option Plan and the Corporation will have to consider other methods of compensation, such as increased cash compensation.

The following summary of material terms of the Stock Option Plan is qualified in its entirety by the full text of the Stock Option Plan attached as Schedule A to the Circular (capitalized terms used in the summary below that are not otherwise defined in the Circular have the meaning given to them in the attached Stock Option Plan or TSXV policies):

(a) Options to purchase Common Shares may be granted under the Stock Option Plan to any Participant, which means an employee, director, officer, or consultant of the Corporation, at the sole discretion of the Board.
(b) The maximum number of Common Shares issuable pursuant to outstanding options under the Stock Option Plan shall be equal to 10% of the number of issued and outstanding Common Shares from time to time. In addition, without disinterested shareholder approval: (i) the number of Common Shares that may be issued to any one Participant, other than a Consultant, within a one-year period shall not exceed 5% of the outstanding Common Shares; (ii) the number of Common Shares that may be issued to Insiders at any point in time pursuant to the Stock Option Plan and in combination with any other share compensation arrangement shall not exceed 10% of the outstanding Common Shares; (iii) the number of Common Shares that may be issued to Insiders within a one-year period pursuant to the Stock Option Plan and in combination with any other share compensation arrangement shall not exceed 10% of the outstanding Common Shares, calculated as at the date any option is granted or issued to any Insider; and (iv) the number of Common Shares that may be issued to any one Consultant or person engaged to conduct Investor Relations Activities within a one-year period shall not exceed 2% of the outstanding Common Shares.
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(c) All options issuable under the Stock Option Plan have a maximum term of 10 years from the date of issue. In the case of options held by Insiders, the term of an option may only be extended if disinterested shareholder approval is obtained.
(d) The vesting schedule for any option outstanding under the Stock Option Plan shall be determined by the Board. Subject to any vesting restrictions imposed by the stock exchange on which the Common Shares are listed, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
(e) The exercise price of all options issued under the Stock Option Plan shall be determined by the Board at the grant date of each option and, in any event, will be determined in accordance with the rules of all applicable securities regulatory authorities including any stock exchange on which the Common Shares are listed. In the case of options held by Insiders, the exercise price of an option may only be reduced if disinterested shareholder approval is obtained.
(f) The Board shall provide the terms for expiry of any option upon grant, subject to the maximum limits provided for in the Stock Option Plan. Upon a holder of options ceasing to be an eligible person for any reason other than death, such options shall terminate within a reasonable time specified by the Board at the time of granting the option and in accordance with the Stock Option Plan, not to exceed one year from the date of termination. In the event of the death of a holder of options, the options previously granted to him or her shall be exercisable only within one year after such death and then only: (a) by the person or persons to whom the holder’s rights under the options shall pass by the holder’s will or the laws of descent and distribution; and (b) if and to the extent that such holder was entitled to exercise the options at the date of his death.

The policies of the TSXV require that the Stock Option Plan be approved by a majority of the votes cast at the Meeting. Accordingly, a resolution substantially in the form set out below must be passed by more than 50% of the votes cast by Shareholders entitled to vote in person or by proxy at the Meeting. Management of the Corporation recommends that the Shareholders approve the following resolution:

“ RESOLVED THAT:

the Stock Option Plan is hereby approved, subject to any amendments, changes, additions and alterations thereto as may be required by the TSXV; and
any one director or officer of the Corporation be authorized and directed to perform such acts and deeds and things and execute all such documents, agreements and other writings as may be required to give effect to the true intent of this resolution.”

The Board recommends that Shareholders vote FOR the above resolution. Unless a Shareholder has specified in the enclosed Form of Proxy that the Common Shares represented thereby are to be voted against the above resolution, the persons named in the Form of Proxy intend to vote FOR the re-approval of the Stock Option Plan at the Meeting.

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of NI 51-102. Disclosure is required to be made with respect to “ Named Executive Officers ” of the Corporation, or “ NEOs ”, being those individuals who served as the Chief Executive Officer, Chief Financial Officer and each of the Corporation’s three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000.00 for the most recently completed financial year.

The Corporation had three NEOs for the financial year ended September 30, 2023: Estanislao Ricardo Auriemma (Chief Executive Officer and Director), Omar Salas (Chief Financial Officer), and Ali Mahdavi (Chairman of the Board and Director).

Director and NEO Compensation Excluding Compensation Securities

The following table sets forth information concerning all compensation to be awarded to, earned by, paid to, or payable to the NEOs and directors of the Corporation (excluding compensation securities) for the two most recently completed financial years.

	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	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
Estanislao Ricardo Auriemma (Chief Executive Officer and Director)	2023	$140,400	Nil	Nil	Nil	Nil	$140,400
	2022	$180,000	Nil	Nil	Nil	Nil	$180,000
Omar Salas (Chief Financial Officer)	2023	$108,000	Nil	Nil	Nil	Nil	$108,000
	2022	$54,000	Nil	Nil	Nil	Nil	$54,000
Ali Mahdavi (Chairman and Director)	2023	$160,000	Nil	Nil	Nil	Nil	$160,000
	2022	$160,000	Nil	Nil	Nil	Nil	$160,000
Ricardo Auriemma (Director)	2023	Nil	Nil	$30,000	Nil	Nil	$30,000
	2022	Nil	Nil	$30,000	Nil	Nil	$30,000
Waldo Perez (Director)	2023	Nil	Nil	$30,000	Nil	Nil	$30,000
	2022	Nil	Nil	$30,000	Nil	Nil	$30,000
Michael Doolan (Director)	2023	Nil	Nil	$30,000	Nil	Nil	$30,000
	2022	Nil	Nil	$30,000	Nil	Nil	$30,000

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The following table sets forth information concerning all compensation securities granted or issued to each director and NEO by the Corporation for the most recently completed fiscal year.

		Table of Compensation Securities(1)(2)	Table of Compensation Securities(1)(2)	Table of Compensation Securities(1)(2)	Table of Compensation Securities(1)(2)
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and % of Class(2)		Date of Issue or Grant	Issue, Conversion or Exercise Price	Closing Price of Security or Underlying Security on Date of Grant	Closing Price of Security or Underlying Security at Year End	Expiry Date
Estanislao Ricardo Auriemma (Chief Executive Officer and Director)	Options	1,000,000	0.51%	Feb. 3, 2023	$0.12	$0.11	$0.075	Feb. 3, 2028
Ali Mahdavi (Chairman and Director)	Options	1,000,000	0.51%	Feb. 3, 2023	$0.12	$0.11	$0.075	Feb. 3, 2028
Ricardo Auriemma (Director)	Options	250,000	0.13%	Feb. 3, 2023	$0.12	$0.11	$0.075	Feb. 3, 2028
Waldo Perez (Director)	Options	250,000	0.13%	Feb. 3, 2023	$0.12	$0.11	$0.075	Feb. 3, 2028
Michael Doolan (Director)	Options	250,000	0.13%	Feb. 3, 2023	$0.12	$0.11	$0.075	Feb. 3, 2028

Notes:

(1) Each option described in the table above vested in full upon grant.

(2) Each option is exercisable for one Common Share. The percentage of class represents the percentage of the outstanding Common Shares represented by the underlying Common Shares as at the date hereof, after accounting for the exercise of the option. For further information, please see “Statement of Executive Compensation – Stock Options and Other Incentive Plans”.

No compensation securities of the Corporation have been exercised by any director or NEO to date.

Stock Options and Other Incentive Plans

Stock Option Plan

See “Business of the Meeting – Annual Approval of the Existing Stock Option Plan” for a description of the material terms of the Stock Option Plan. In February 2024, minor amendments not of material nature were made to the Stock Option Plan in order to further align the Plan with TSXV policies with respect to Securities Based Compensation (as such term is defined by the TSXV). The Stock Option Plan in its current amended form was approved by the Board of the Corporation in February 2024, but it has not previously been approved by Shareholders. The Stock Option Plan is required to be approved at the Meeting pursuant to TSXV Policy 4.4 – Incentive Stock Options .

Employment, Consulting, and Management Agreements

Pursuant to a consulting contract with the Corporation, Mr. Salas is engaged by the Corporation to provide services in the capacity of a Chief Financial Officer for gross annual compensation of $108,000.00 per year. Mr. Salas is

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expected to spend approximately 15 hours per week for the Corporation in this capacity. Pursuant to his engagement, Mr. Salas is also entitled to receive options under the Corporation’s Stock Option Plan and may be reimbursed for expenses incurred in connection with the services provided. The agreement is terminable by either Mr. Salas or the Corporation on not less than one month’s written notice, and by the Corporation without notice upon breach. No other change of control, severance, termination or constructive dismissal provisions or benefits are provided for in the agreement.

As at the date of this Circular, the Corporation intends to enter into employment or consulting contracts with Mr. Estanislao Ricardo Auriemma and Mr. Mahdavi – the Chief Executive Officer and Chairman of the Board, respectively – and to enter into an employment or consulting contract with Mr. Salas to replace the existing consulting contract. These contracts are expected to include provisions for compensation in the event of termination of employment or a change in responsibilities following a change of control based on the approval of, and in amounts to be determined by, the Board on the recommendations of the Compensation Committee (as defined below).

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Director compensation is determined upon a recommendation of the Chief Executive Officer that is considered and approved by the compensation committee of the Corporation (the “ Compensation Committee ”) and the Board. Long term incentives such as stock options are granted to directors by the Board from time to time on the basis of corporate performance, competitiveness with comparable companies in the mining industry, and the need to align the incentives of directors with the best interests of the Corporation. The Compensation Committee consists of Dr. Waldo Perez (Chair) and Michael Doolan.

Compensation of Named Executive Officers

The Board determines the compensation of the NEOs based upon an annual recommendation by the Compensation Committee. The Compensation Committee bases its recommendations for NEO compensation on the following factors:

(a) the compensation of Chief Executive Officers and senior executives at comparable companies in the gold and precious metals exploration industry and other comparable mining companies;
(b) the Corporation’s performance and relative shareholder return; and
(c) input from the Chief Executive Officer on the compensation of executive officers other than the Chief Executive Officer.

Long-Term Incentive Plans

The long-term incentive plans of the Corporation are intended to align the interests of NEOs with those of the Corporation by linking individual compensation to the performance of the Corporation. The Compensation Committee is responsible for setting and amending any equity incentive plans under which option-based awards are granted, including stock options issued pursuant to the Stock Option Plan. The Corporation enacted the Stock Option Plan for the benefit of eligible directors, officers, employees and consultants of the Corporation and its designated affiliates, including the NEOs.

Stock options are granted at the discretion of the Board, typically in connection to the Compensation Committee’s annual recommendation with respect to NEO compensation. Options may also be granted to executives upon hire or promotion and as special recognition for extraordinary performance. Factors that the Board takes into account when deciding to grant stock options to an NEO include (i) the NEO’s performance, (ii) the NEO’s level of responsibility within the Corporation, (iii) the number and exercise price of options previously issued to the NEO, and (iv) the overall mix of compensation being provided to the NEO.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth all compensation plans under which equity securities of the Corporation were authorized for issuance as of the end of the Corporation’s most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	12,750,000 Options	$0.16	4,965,554
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	12,750,000	$0.16	4,965,554

Indebtedness of Directors and Executive Officers

No director, executive officer, employee, former executive officer, former director or former employee, or any associate of any such person, is or has been at any time during the most recently completed financial year and to the date hereof indebted to the Corporation or any of its subsidiaries, nor is or at any time during the most recently completed financial year and to the date hereof any indebtedness of any such person to another entity been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

Interest of Informed Persons in Material Transactions

No director, executive officer, or person or company that beneficially owns, or controls or directs, directly or indirectly, including those that own more than 10% of any class or series of the Corporation’s issued and outstanding voting securities or any associate or affiliates of any of the foregoing persons or companies, had any material interest, directly or indirectly, in any transaction of the Corporation during the most recently completed financial year and to the date hereof that has materially affected or is reasonably expected to materially affect the Corporation and who are entitled to receive any extra or special benefit or advantage not shared on a proportionate basis by all holders of the same class of securities.

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STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors

National Instrument 58-101 (“ NI 58-101 ”) defines an “independent director” as a director who has no direct or indirect material relationship with the Corporation. NI 58-101 defines a “material relationship” as a relationship that could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgement. The Board currently comprises five members, two of whom the Board has determined are “independent directors” within the meaning of NI 58-101.

Mr. Estanislao Ricardo Auriemma is considered to be not independent within the meaning of NI 58-101 by virtue of his position as Chief Executive Officer of the Corporation.

Mr. Ricardo Auriemma is considered to be not independent within the meaning of NI 58-101 by virtue of being an immediate family member of Mr. Estanislao Ricardo Auriemma.

Mr. Mahdavi is considered to be not independent within the meaning of NI 58-101 by virtue of his position as Chairman of the Board and his remuneration in that position.

Messrs. Perez and Doolan are considered independent directors of the Corporation within the meaning of NI 58-101.

The Board believes that it functions independently of management and has taken steps to ensure that adequate structures and processes are in place to foster such independence, including establishing an audit committee composed of a majority of independent directors and a compensation committee composed entirely of independent directors. In addition, the independent directors hold in camera sessions without management present at meetings of the Board when considered necessary.

Directorships

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

Name of Director Michael Doolan Ali Mahdavi Estanislao Ricardo Auriemma	Public Company Directorships
	Route1 Inc., Canada, TSXV Pentagon I Capital Corp., Canada, TSXV Pentagon I Capital Corp., Canada, TSXV

Orientation and Continuing Education

While the Corporation currently has no formal orientation and continuing education program for new directors, sufficient information (such as recent financial statements, prospectuses and proxy solicitation materials) is provided to any new director to ensure that new directors are familiarized with the Corporation’s business and the procedures of the Board. In addition, new directors are encouraged to visit and meet with management on a regular basis. The Corporation also encourages continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Corporation.

Ethical Business Conduct

Given the stage of development of the Corporation, the Board has determined that the fiduciary obligations placed on directors pursuant to applicable corporate laws are effective in ensuring ethical business conduct on the part of its directors.

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Nomination of Directors

The Corporation does not have in place at this time a formal process to identify new candidates for nomination to the Board, nor a person responsible for identifying new candidates. The Board performs the functions of a nominating committee with responsibility for the appointment and assessment of directors when required.

Compensation

The Board determines the compensation of the Corporation’s directors and executive officers based on the recommendations of the Compensation Committee. The Compensation Committee is composed entirely of independent directors. See “Statement of Executive Compensation” above.

Assessments

Given the current stage of development of the Corporation, the Corporation does not yet have any formal policies or procedures in place to assess whether the Board, its committees, and its individual directors are performing effectively. The Board assesses, on a periodic basis, the contributions of the Board as a whole and each of the individual directors with the intention of identifying and addressing any apparent areas for improvement.

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AUDIT COMMITTEE

Audit Committee Charter

The role of the Audit Committee is to act in an objective, independent capacity as a liaison between the auditors, management and the Board and to ensure the auditors have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. A copy of the charter of the Audit Committee is attached as Schedule B hereto.

Composition of the Audit Committee

At present, the Audit Committee consists of Messrs. Doolan, Perez, and Ricardo Auriemma. Mr. Doolan serves as chair of the Audit Committee. Messrs. Perez and Doolan are independent within the meaning of that term as defined in Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). All members of the Audit Committee are financially literate as required by Section 3.1(4) of NI 52-110.

Relevant Education and Experience

Mr. Doolan previously acted as Executive Vice President, Finance and Chief Financial Officer of Neo Performance Materials Inc. (successor to Molycorp, Inc.), a position he held since June 2012 when Molycorp, Inc. acquired Neo Material Technologies Inc. He has over 35 years of experience in all aspects of financial management, with specific expertise in international mergers and acquisitions, offshore financing structures, and international treasury management.

Dr. Perez, Ph.D., is the discoverer of several producing mines as well as founder of Lithium Americas Corp. (NYSE, TSX) and Neo Lithium Corp., listed on TSXV prior to its sale to an international mining major.

Dr. Auriemma has a Ph.D. in Natural Sciences (Universidad Nacional de La Plata). He was the co-founder, Vice President and Director of Northern Orion Explorations Ltd. and President in Argentina of all its subsidiaries, including Recursos Americanos Argentinos S.A., Minera San Jorge S.A. and Minera Agua Rica S.A.

Each of the members of the Audit Committee has a general understanding of the accounting principles used by the Corporation to prepare its financial statements and seeks clarification from the Corporation’s auditors where required. Each of the members of the Audit Committee also has direct experience in understanding accounting principles for reporting companies, experience in supervising one or more individuals engaged in the accounting for estimates, accruals and reserves, and experience preparing, auditing, analyzing or evaluating financial statements similar in complexity to those of the Corporation. Each of the members of the Audit Committee also has an understanding of the internal controls and procedures for financial reporting.

Audit Committee Oversight

From the commencement of the Corporation’s most recently completed financial year to the date hereof, there has not been any recommendation of the Audit Committee to nominate or compensate an external auditor that was not adopted by the Board.

Reliance on Certain Exemptions

The Corporation has not relied on any exemptions under Section 2.4 ( De Minimis Non-Audit Services ) of NI 52-110, subsections 6.1.1(4) – (6) ( Composition of Audit Committee ) of NI 52-110, or under Part 8 ( Exemptions ) of NI 52110, in whole or in part, during its most recently completed financial year.

Pre-Approval Policies and Procedures

The Audit Committee’s policies and procedures for the engagement of external auditors for non-audit services is that such services require the pre-approval of the Audit Committee.

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External Auditor Service Fees

Audit Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit fees were as follows: $51,521.00 in the fiscal year ended 2023 and $97,961.00 in the fiscal year ended 2022.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Corporation’s external auditors that are reasonably related to the performance of the audit or review of the issuer’s financial statements and are not reported under “ Audit Committee – External Auditor Service Fees – Audit Fees ” above were as follows: Nil in the fiscal year ended 2023 and Nil in the fiscal year ended 2022.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation’s external auditors for tax compliance, tax advice, and tax planning were as follows: Nil in the fiscal year ended 2023 and Nil in the fiscal year ended 2022.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the Corporation’s external auditors, other than the services reported above under “ Audit Committee – External Auditor Service Fees ” were as follows: Nil in the fiscal year ended 2023 and Nil in the fiscal year ended 2022.

Exemption

The Corporation is relying upon the exemption set out in Section 6.1 of NI 52-110 that provides that the Corporation, as a venture issuer, is not required to comply with Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

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OTHER INFORMATION

Directors’ and Officers’ Liability Insurance

Pursuant to the Business Corporations Act (Ontario), the Corporation may purchase and maintain insurance for the benefit of any current or former director or officer of the Corporation or other individuals who act at the Corporation’s request in that or in a similar capacity against any liability incurred by the individual in that capacity. The Corporation maintains directors and officer’s insurance for the protection of its directors and officers from certain claims incurred in the course of their duties to the Corporation. The total premium paid for one year of insurance was approximately $11,750.00. The policy generally includes a retention amount of $25,000.00.

Additional Information

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.com. Shareholders may contact the Chief Financial Officer of the Corporation via e-mail at [email protected], or via telephone at +1 (416) 846-7807, to request copies of the Corporation’s financial statements and management’s discussion and analysis (“ MD&A ”). Financial information is provided in the Corporation’s comparative financial statements and MD&A for the most recent completed financial year. These documents are also available through the internet on SEDAR+, which can be accessed at www.sedarplus.com.

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APPROVAL OF THE DIRECTORS

The Board has approved of the contents and the distribution of this Circular.

BY ORDER OF THE BOARD OF DIRECTORS

“Estanislao Ricardo Auriemma”

Chief Executive Officer February 16, 2024

SCHEDULE A STOCK OPTION PLAN

FREDONIA MINING INC.

STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of FREDONIA MINING INC. , a corporation continued under the Business Corporations Act (Ontario) (the “ Corporation ”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed and delegated such authority from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to the rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”).

4. Shares Subject to Plan

Subject to adjustment as provided in Section 16 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation’s authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

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6. Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “ Participants ”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.
(b) Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date of the Corporation’s shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may only be reduced if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

(a) The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.
(b) No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any 12-month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.
(c) The aggregate number of Shares reserved under stock options granted to insiders of the Corporation as a group (as defined in the policies of the Exchange), will not exceed 10% of the issued common shares of the Corporation at any point in time unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.
(d) The aggregate number of Shares reserved under stock options granted or issued to insiders of the Corporation in any 12 month period to insiders of the Corporation as a group (as defined in the policies of the Exchange), shall not exceed 10% of the issued Shares of the Corporation, calculated as at the date any option is granted or issued to any insider of the Corporation unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.
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(e) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any 12-month period to any one consultant of the Corporation (or any of its subsidiaries).
(f) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to persons retained to provide investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1/4 of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSXV, the maximum term may not exceed 10 years if the Corporation is classified as a “Tier 1” issuer by the TSXV, and the maximum term may not exceed five years if the Corporation is classified as a “Tier 2” issuer by the TSXV. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the term of an option may only be extended if disinterested shareholder approval is obtained.

10. Option Period, Consideration and Payment

(a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.
(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.
(d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.
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11. Ceasing To Be a Director, Officer, Consultant or Employee

(a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant’s services to the Corporation.
(b) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12. Death of Participant

Notwithstanding Section 11, in the event of the death of a Participant, the option previously granted to him or her shall be exercisable only within one (1) year after such death and then only:

(a) by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution; and
(b) if and to the extent that such Participant was entitled to exercise the option at the date of his death.

13. Extension of Expiry Time During Blackout Periods

Notwithstanding the provisions contained herein for the expiry of options, and subject to the rules of the Exchange, in the event that the expiry date of an option occurs during a blackout period that is self-imposed by the Corporation pursuant to its policies (“ Blackout Period ”), the expiry date of such option shall be automatically extended for a period of 10 business days following the end of the Blackout Period.

14. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.

15. Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

16. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through reorganization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

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Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive, provided that any adjustment, other than in connection with a security consolidation or security split, to options granted or issued under the Plan must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization. No fractional Share shall be required to be issued under the Plan on any such adjustment.

17. Transferability

A person’s rights and interests under the Plan, including amounts payable, may not be assigned, pledged or transferred, provided that a person’s rights and interests under the Plan may be transferred by will or the laws of descent and distribution. Options shall be exercisable during the Option holder’s lifetime only by him.

18. Amendment and Termination of Plan

Subject to applicable approval of the Exchange, the Board may, at any time, suspend or terminate the Plan. Subject to applicable approval of the Exchange, the Board may also at any time amend or revise the terms of the Plan; provided that (a) no such amendment or revision shall result in a material adverse change to the terms of any Options theretofore granted under the Plan, unless shareholder approval, or disinterested shareholder approval, as the case may be, is obtained for such amendment or revision, and (b) any such amendment must comply with Section 16(b) of the Act, and/or Sections 162(m), 422 and 409A of the Code if the Corporation or the Option becomes subject to those sections.

19. Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

20. Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

21. Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario.

SCHEDULE B AUDIT COMMITTEE CHARTER

FREDONIA MINING INC.

(the “Corporation”)

CHARTER OF THE AUDIT COMMITTEE

NAME

There shall be a committee of the board of directors (the “ Board ”) of Fredonia Mining Inc. (the “ Corporation ”) known as the Audit Committee.

PURPOSE OF AUDIT COMMITTEE

The Audit Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following principal areas:

(a) the Corporation’s external audit function; including the qualifications, independence, appointment and oversight of the work of the external auditors;
(b) the Corporation’s accounting and financial reporting requirements;
(c) the Corporation’s reporting of financial information to the public;
(d) the Corporation’s compliance with law and regulatory requirements;
(e) the Corporation’s risks and risk management policies;
(f) the Corporation’s system of internal controls and management information systems; and
(g) such other functions as are delegated to it by the Board.

Specifically, with respect to the Corporation’s external audit function, the Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Corporation’s financial statements; the independent auditors’ qualifications; and the performance of the Corporation’s independent auditors.

MEMBERSHIP

The Audit Committee shall consist of as many members as the Board shall determine but, in any event not fewer than three directors appointed by the Board. Each member of the Audit Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director of the Corporation. The Board may fill a vacancy that occurs in the Audit Committee at any time.

Members of the Audit Committee shall be selected based upon the following and in accordance with applicable laws, rules and regulations:

(a) Financially Literate. Each member shall be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. For these purposes, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
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CHAIR AND SECRETARY

The Chair of the Audit Committee shall be designated by the Board. If the Chair is not present at a meeting of the Audit Committee, the members of the Audit Committee may designate an interim Chair for the meeting by majority vote of the members present. The Secretary of the Corporation shall be the Secretary of the Audit Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Audit Committee members who are present. A member of the Audit Committee may be designated as the liaison member to report on the deliberations of the Audit Committees of affiliated companies (if applicable).

MEETINGS

The Chair of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings provided that the Audit Committee will meet at least four times in each fiscal year and at least once in every fiscal quarter. The Audit Committee shall have the authority to convene additional meetings as circumstances require.

Notice of every meeting shall be given to the external and internal auditors of the Corporation, and meetings shall be convened whenever requested by the external auditors or any member of the Audit Committee in accordance with applicable law. The Audit Committee shall meet separately and periodically with management, legal counsel and the external auditors. The Audit Committee shall meet separately with the external auditors at every meeting of the Audit Committee at which external auditors are present.

MEETING AGENDAS

Agendas for meetings of the Audit Committee shall be developed by the Chair of the Audit Committee in consultation with the management and the corporate secretary, and shall be circulated to Audit Committee members as far in advance of each Audit Committee meeting as is reasonable.

RESOURCES AND AUTHORITY

The Audit Committee shall have the resources and the authority to discharge its responsibilities, including the authority, in its sole discretion, to engage, at the expense of the Corporation, outside consultants, independent legal counsel and other advisors and experts as it determines necessary to carry out its duties, without seeking approval of the Board or management.

The Audit Committee shall have the authority to conduct any investigation necessary and appropriate to fulfilling its responsibilities, and has direct access to and the authority to communicate directly with the internal and external auditors, the counsel of the Corporation and other officers and employees of the Corporation.

The members of the Audit Committee shall have the right for the purpose of performing their duties to inspect all the books and records of the Corporation and its subsidiaries and to discuss such accounts and records and any matters relating to the financial position, risk management and internal controls of the Corporation with the officers and external and internal auditors of the Corporation and its subsidiaries. Any member of the Audit Committee may require the external or internal auditors to attend any or every meeting of the Audit Committee.

RESPONSIBILITIES

The Corporation’s management is responsible for preparing the Corporation’s financial statements and the external auditors are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of those activities by the Corporation’s management and external auditors, and overseeing the activities of the internal auditors.

The specific responsibilities of the Audit Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Audit Committee from examining any matters related to its purpose.

B-3 -

1. Financial Reporting Process and Financial Statements

The Audit Committee shall:

(a) in consultation with the external auditors and the internal auditors, review the integrity of the Corporation’s financial reporting process, both internal and external, and any major issues as to the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies;
(b) review all material transactions and material contracts entered into between (i) the Corporation or any subsidiary of the Corporation, and (ii) any subsidiary, director, officer, insider or related party of the Corporation, other than transactions in the ordinary course of business;
(c) review and discuss with management and the external auditors: (i) the preparation of the Corporation’s annual audited consolidated financial statements and its interim unaudited consolidated financial statements; (ii) whether the financial statements present fairly (in accordance with Canadian generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented; (iii) any matters required to be discussed with the external auditors according to Canadian generally accepted auditing standards; (iv) an annual report by the external auditors describing: (A) all critical accounting policies and practices used by the Corporation; (B) all material alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management of the Corporation, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the external auditors; and (C) other material written communications between the external auditors and management;
(d) following completion of the annual audit, review with each of: (i) management; (ii) the external auditors; and (iii) the internal auditors, any significant issues, concerns or difficulties encountered during the course of the audit;
(e) resolve disagreements between management and the external auditors regarding financial reporting;
(f) review the interim quarterly and annual financial statements and annual and interim press releases prior to the release of profit or loss information; and
(g) review and be satisfied that adequate procedures are in place for the review of the public disclosure of financial information by the Corporation extracted or derived from the Corporation’s financial statements, other than the disclosure referred to in (f), and periodically assess the adequacy of those procedures.

2. External Auditors

The Audit Committee shall:

(a) require the external auditors to report directly to the Audit Committee;
(b) be directly responsible for the selection, nomination, compensation, retention, termination and oversight of the work of the Corporation’s external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, and in such regard recommend to the Board the external auditors to be nominated for approval by the shareholders;
(c) approve all audit engagements and must pre-approve the provision by the external auditors of all non-audit services, including fees and terms for all audit engagements and non-audit engagements, and in such regard the Audit Committee may establish the types of non-audit services the external auditors shall be prohibited from providing and shall establish the types of audit, audit related and
B-4 -

non-audit services for which the Audit Committee will retain the external auditors. The Audit Committee may delegate to one or more of its members the authority to pre-approve non-audit services, provided that any such delegated pre-approval shall be exercised in accordance with the types of particular non-audit services authorized by the Audit Committee to be provided by the external auditor and the exercise of such delegated pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting following such pre-approval;

(d) review and approve the Corporation’s policies for the hiring of partners and employees and former partners and employees of the external auditors;
(e) consider, assess and report to the Board with regard to the independence and performance of the external auditors; and
(f) request and review the audit plan of the external auditors as well as a report by the external auditors to be submitted at least annually regarding: (i) the external auditing firm’s internal quality-control procedures; (ii) any material issues raised by the external auditor’s own most recent internal qualitycontrol review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

3. Accounting Systems and Internal Controls

The Audit Committee shall:

(a) oversee management’s design and implementation of and reporting on internal controls. The Audit Committee shall also receive and review reports from management, the internal auditors and the external auditors on an annual basis with regard to the reliability and effective operation of the Corporation’s accounting system and internal controls; and
(b) review annually the activities, organization and qualifications of the internal auditors and discuss with the external auditors the responsibilities, budget and staffing of the internal audit function.

4. Legal and Regulatory Requirements

The Audit Committee shall:

(a) receive and review timely analysis by management of significant issues relating to public disclosure and reporting;
(b) review, prior to finalization, periodic public disclosure documents containing financial information, including the Management’s Discussion and Analysis and Annual Information Form, if required;
(c) prepare the report of the Audit Committee required to be included in the Corporation’s periodic filings;
(d) review with the Corporation’s counsel legal compliance matters, significant litigation and other legal matters that could have a significant impact on the Corporation’s financial statements; and
(e) assist the Board in the oversight of compliance with legal and regulatory requirements and review with legal counsel the adequacy and effectiveness of the Corporation’s procedures to ensure compliance with legal and regulatory responsibilities.

5. Additional Responsibilities

The Audit Committee shall:

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(a) discuss policies with the external auditor, internal auditor and management with respect to risk assessment and risk management;
(b) establish procedures and policies for the following
(i) the receipt, retention, treatment and resolution of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
(ii) the confidential, anonymous submission by directors or employees of the Corporation of concerns regarding questionable accounting or auditing matters or any potential violations of legal or regulatory provisions;
(c ) prepare and review with the Board an annual performance evaluation of the Audit Committee;
(d) report regularly to the Board, including with regard to matters such as the quality or integrity of the Corporation’s financial statements, compliance with legal or regulatory requirements, the performance of the internal audit function, and the performance and independence of the external auditors; and
(e) review and reassess the adequacy of the Audit Committee’s Charter on an annual basis.

6. Limitation on the Oversight Role of the Audit Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Audit Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Audit Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives financial and other information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles in Canada and applicable rules and regulations. These are the responsibility of management and the external auditors.

SCHEDULE C CHANGE OF AUDITOR REPORTING PACKAGE

(See attached)

FREDONIA MINING INC.

NOTICE OF CHANGE OF AUDITORS

TO: Alberta Securities Commission British Columbia Securities Commission
Ontario Securities Commission

AND TO: MNP LLP

McGovern Hurley LLP

Fredonia Mining Inc. (the “ Corporation ”), gives the following notice in accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”):

At the request of the Corporation, MNP LLP (the “ Former Auditor ”) has resigned as auditor of the Corporation effective November 15, 2023 (the “ Effective Date ”) to facilitate the appointment of McGovern Hurley LLP (the “ Successor Auditor ”).
The Audit Committee and the Board of Directors of the Corporation have considered and approved the Former Auditor’s resignation and have appointed the Successor Auditor as the successor auditors of the Corporation as of the Effective Date to hold office until approval at the next annual meeting of shareholders of the Corporation.
The auditor’s reports of the Former Auditor, on the financial statements of the Corporation for the fiscal years ended September 30, 2022 and September 30, 2021, respectively, and for any subsequent period ending prior to the date of resignation did not express a modified opinion.
In the opinion of the Corporation, no “reportable event” as defined in NI 51-102 has occurred.
The contents of this Notice and letters written by the Former Auditor and the Successor Auditor addressed to the applicable Canadian securities regulatory authorities pursuant to Sections 4.11(5) and 4.11(6) of NI 51-102 have been reviewed by the Audit Committee and the Board of Directors.

Dated November 15, 2023

FREDONIA MINING INC.

Per: (signed) “Omar Salas” Name: Omar Salas Title: Chief Financial Officer

330466.00001/302524928.2

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November 15, 2023

Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission

Dear Sirs/Mesdames:

Re: Fredonia Mining Inc.

We have reviewed the information contained in the Change of Auditor Notice of Fredonia Mining Inc. dated November 15, 2023 (the “Notice”), which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

Based on our knowledge as of the date hereof, we agree with the statements contained in the Notice. We have no basis to agree or disagree with the comments in the notice relating to MNP LLP.

Yours truly,

McGovern Hurley LLP

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Chartered Professional Accountants Licensed Public Accountants

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November 17, 2023

Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission

Re: Fredonia Mining Inc. Notice of Change of Auditor Pursuant to National Instrument NI 51-102 - Continuous Disclosure Obligations (“NI 51-102”)

In accordance with Section 4.11 of National Instrument 51-102, we have reviewed the Corporation’s Notice of Change of Auditor (“the Notice”) dated November 15, 2023. Based on our information as of this date, we agree with the statements contained in the Notice pertaining to our firm.

Yours truly,

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Chartered Professional Accountants Licensed Public Accountants

AI assistant

Fredonia Mining Inc. — AGM Information 2024

47072_rns_2024-02-22_06e68f08-7066-4fd1-93b9-ff788d5d6176.pdf

FREDONIA MINING INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

TO BE HELD ON MARCH 21, 2024

FREDONIA MINING INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT

BY ORDER OF THE BOARD OF DIRECTORS

FREDONIA MINING INC. ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 21, 2024

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Registering a Proxyholder

IF YOU APPOINT A PROXYHOLDER, YOU MUST SUBMIT YOUR FORM OF PROXY APPOINTING YOUR PROXYHOLDER AND YOU MUST ENSURE THAT YOUR PROXYHOLDER REGISTERS (SEPARATELY) WITH TSX TRUST COMPANY.

Exercise of Discretion

Information for Beneficial Holders of Common Shares

Record Date

Interests of Certain Persons or Companies in Matters to be Acted Upon

Voting Securities and Principal Holders Thereof

BUSINESS OF THE MEETING

Financial Statements

Election of Directors

Notes:

Corporate Cease Trade Orders and Corporate Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

Confirmation and Appointment of Auditors

Annual Approval of the Existing Stock Option Plan

“ RESOLVED THAT:

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation Excluding Compensation Securities

Stock Options and Other Incentive Plans

Stock Option Plan

Employment, Consulting, and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Long-Term Incentive Plans

Securities Authorized for Issuance Under Equity Compensation Plans

Indebtedness of Directors and Executive Officers

Interest of Informed Persons in Material Transactions

STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Exemption

OTHER INFORMATION

Directors’ and Officers’ Liability Insurance

Additional Information

APPROVAL OF THE DIRECTORS

BY ORDER OF THE BOARD OF DIRECTORS

SCHEDULE A STOCK OPTION PLAN

FREDONIA MINING INC.

STOCK OPTION PLAN

1. Purpose

2. Administration

3. Stock Exchange Rules

4. Shares Subject to Plan

Fredonia Mining Inc. AGM Information 2024