FRONTIER LITHIUM INC. — AGM Information 2022

Sep 12, 2022

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NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS

To be held virtually on the Zoom Meeting Platform On October 3, 2022 At 2:00 p.m. (Toronto Time)

MANAGEMENT INFORMATION CIRCULAR

August 30, 2022

FRONTIER LITHIUM INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an Annual General Meeting (the “Meeting”) of the shareholders of Frontier Lithium Inc. (the "Corporation") will be held on Monday, October 3, 2022, at 2:00 p.m. (Toronto time) virtually via the Zoom Meeting Platform (attendance details below) for the following purposes:

• a) to receive and consider the financial statements of the Corporation as at and for the year ended March 31, 2022, together with the report of the auditors thereon;

• b) to fix the number of directors of the Corporation to be elected at the Meeting at eight (8);

• c) to elect the board of directors of the Corporation to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed;

• d) to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors;

• e) to consider and, if deemed advisable, to pass with or without variation, an ordinary resolution approving the stock option plan, as more particularly described in the accompanying Management Proxy Circular (defined below); and

• f) to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Management Information Circular and Proxy Statement (the "Management Proxy Circular").

Only shareholders of record as at the close of business on August 17, 2022 (the "Record Date") are entitled to receive notice of the Meeting.

This year, the Meeting will be held in a virtual-only format, which will provide registered shareholders with the opportunity to attend the Meeting virtually online and to vote online, by proxy. Given the ongoing uncertainty surrounding the continuing public health impact of the 2019 novel coronavirus ("COVID-19"), to ensure the health and safety of shareholders, employees and the communities in which we live and as part of the Corporation's social responsibility and preparedness plans in response to COVID-19, shareholders will not be able to attend the Meeting physically, but will be able to participate virtually via teleconference call/live Zoom meeting platform. The Board of Directors and management of the Corporation believe that enabling shareholders to attend the Meeting virtually will also lead to greater shareholder attendance and participation.

Only Registered Shareholders who sign in using their control number provided on their proxy or proxy appointment who have requested a control number will be able to vote and ask questions at the Meeting. Such participants will be able to listen to the Meeting, ask questions and vote, all in real time, via live audio webcast available online using the Zoom meeting platform.

To attend the Meeting, please use the details below: Telephone in Canada: +1.778.907.2071 Telephone in United States: +1.929.205.6099 Telephone in United Kingdom: +44.330.088.5830 Meeting ID: 891 6474 4075

Direct Meeting Link:

https://us06web.zoom.us/w/89164744075?tk=TpZYWCzOSPKKIxKEwQZO3hO8DUvrsyXHaMjUThL oORk.DQMAAAAUwqIFixZPekV3LTN2QVF4ZWg2UHp6anBQOS1nAAAAAAAAAAAAAAAAAAAAA AAAAAAAAA

Zoom link to all International Dial-in Numbers: https://zoom.us/zoomconference?u=lEYb6X4z94hk2SRXk15T2hAj7EdULCaE1FZzkTXpeHg

Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins.

Shareholders who are unable to attend the Meeting online through the Zoom meeting platform are requested to read, complete, sign and mail the enclosed form of proxy or to vote electronically in accordance with the instructions set out in the proxy and in the Management Information Circular accompanying this Notice of Meeting. Non-registered shareholders must seek instruction on how to complete their form of proxy and vote their shares from their broker, trustee, financial institution or other nominee. Please advise the Corporation of any change in your mailing address.

It is important to note that shareholders accessing the Meeting virtually must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.

The meeting materials will be available under the Corporation's profile on SEDAR at www.sedar.com. Should you have any questions regarding voting information or if you require assistance in voting your shares, please contact Odyssey Trust Company toll-free in North America at 1-888-290-1175 or online at www.odysseycontact.com. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his/her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, Odyssey Trust Company, at 702 - 67 Yonge St., Toronto, ON M5E 1J8, or online at https://login.odysseytrust.com/pxlogin, not later than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Sudbury, Ontario as of the 30[th] day of August, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Reginald F. Walker"

Reginald F. Walker Chairman of the Board and a Director

FRONTIER LITHIUM INC. 2736 Belisle Drive Val Caron, ON P3N 1B3

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management (the “Management”) of Frontier Lithium Inc. (the “Corporation”) for use at the Annual General Meeting (the “Meeting”) of holders (the “Shareholders”) of common shares of the Corporation (the “Common Shares” or the “shares”) to be held on Monday, October 3, 2022 at 2:00 p.m. (Toronto Time) and for the purposes set forth in the attached notice of Annual General Meeting (the “Notice of Meeting”).

The Meeting of Shareholders is a virtual only meeting due to the ongoing global COVID-19 pandemic. Shareholders will be able to listen, ask questions and vote, if needed, during the Meeting.

The Meeting will be held in a virtual-only format via the Zoom meeting platform and can be accessed using the following details:

Telephone in Canada: +1.778.907.2071 Telephone in United States: +1.929.205.6099 Telephone in United Kingdom: +44.330.088.5830 Meeting ID: 891 6474 4075 Direct Meeting Link: https://us06web.zoom.us/w/89164744075?tk=TpZYWCzOSPKKIxKEwQZO3hO8DUvrsyXHaMjUThL oORk.DQMAAAAUwqIFixZPekV3LTN2QVF4ZWg2UHp6anBQOS1nAAAAAAAAAAAAAAAAAAAAA AAAAAAAAA Zoom link to all International Dial-in Numbers: https://zoom.us/zoomconference?u=lEYb6X4z94hk2SRXk15T2hAj7EdULCaE1FZzkTXpeHg

The information contained herein is given as of the date hereof, unless otherwise noted herein.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may also be submitted using the instructions provided by the transfer agent of the Corporation set forth in the Notice of Meeting. The solicitation of proxies is being made by or on behalf of the management of the Corporation. The cost of the solicitation is expected to be nominal and will be borne by the Corporation.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and /or directors of the Corporation. As a Shareholder you have the right to appoint a person (who needs not be a Shareholder) or company as proxy holder to attend and act on his or her behalf at the Meeting other than the representatives of Management designated in the enclosed form of proxy. The Shareholder may exercise this right by inserting the name of the nominee in the space provided in the enclosed form of proxy or may complete another appropriate form of proxy, and in each case delivering the completed proxy in the manner set forth above. The only methods by which you may appoint a person as proxy is by submitting a proxy by mail.

Voting by Proxyholder

• (1) Shareholders who wish to have their shares voted at the Meeting are requested to date, sign and return, in the envelope provided for that purpose, the enclosed form of proxy. Proxies must be deposited with the Corporation’s transfer agent and registrar, Odyssey Trust Company, at 702 - 67 Yonge St., Toronto, ON M5E 1J8, or online at https://login.odysseytrust.com/pxlogin , not later than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof.

The shares represented by any proxy in favour of the nominees of Management named therein will be voted for, against or withheld from voting with respect to the matters described herein in accordance with the instructions provided in any such proxy.

In the absence of any specification, such proxies will be voted FOR fixing the number of directors at eight, FOR the election of the eight directors, FOR the appointment of the auditor, and FOR the stock option plan, all as specified in this Management Information Circular.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. Management knows of no other matters to come before the Meeting other than matters referred to in the Notice of Meeting. If any matters which are not now known should properly come before the Meeting or if any amendments or variations to the matters referred to in the Notice of Meeting are presented for consideration at the Meeting, the forms of proxy will be voted on such matters, amendments and variations in accordance with the best judgment of the person voting the proxy.

Registered Shareholders

If you are a registered shareholder (one whose name appears on the records of the Corporation as the reregistered holder of said shares), you may wish to vote by proxy. If you submit a proxy, you must complete, date and sign the Proxy, and then return it to the Corporation’s transfer agent, Odyssey Trust Company, at 702 - 67 Yonge St., Toronto, ON M5E 1J8, or online at https://login.odysseytrust.com/pxlogin, not later than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. To vote online, you will require the CONTROL NUMBER printed with your address to the right, and, if you vote by online, do not mail your proxy.

Non-Registered Shareholders

Only registered holders of Common Shares or the person(s) they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, shares of the Corporation beneficially owned by a holder (a “Non-Registered Holder”) are not registered in the name of the holder but are rather registered either (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares 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 (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans). In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this Management Information Circular, a form of proxy and a financial statement request form (collectively the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-

Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form” or a “proxy authorization form”) which the Intermediary must follow. Typically, the Non-Registered Holder will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to be validly constituted, the NonRegistered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

• (b) less typically, be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder, but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the NonRegistered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Odyssey Trust Company as provided under “Proxies and Voting” above.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares of the Corporation which they beneficially own. The Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other persons’) name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy is to be delivered.

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for NonObjecting Beneficial Owners). Up until September 2002, Issuers (including the Directors and Officers of the Corporation) had no knowledge of the identity of any of their beneficial owners including NOBOs. Subject to the provision of National Instrument 54-101. Communication with Beneficial Owners of Securities of Reporting Issuers, however, after September 1, 2002, issuers could request and obtain a list of their NOBO’s from intermediaries via their Transfer Agents. Prior to September 1, 2004, issuers could obtain this NOBO list and use it for specific purposes connected with the affairs of the Corporation except for the distribution of proxy-related materials directly to NOBOs. This was stage one of the implementations of the Instrument. Effective for shareholder meetings taking place on or after September 1, 2004, issuers can obtain and use this NOBO list for distribution of proxy-related materials directly (not via Broadridge) to NOBOs. This is stage two of the implementation of the Instrument.

Revocation of Proxies

Any Shareholder who has given a proxy may revoke it by depositing an instrument in writing executed by him or her or by his or her attorney authorized in writing at the principal office of the Corporation, 2736 Belisle Drive, Val Caron, Ontario, P3N 1B3, to the attention of the Secretary, on or before the last business day preceding the day of the Meeting or any adjournment thereof or, as to any matter upon which a vote has not already been cast pursuant to the authority conferred by such proxy, with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or by any other manner permitted by law.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors of the Corporation has fixed August 17, 2022, as the record date (the “Record Date”) for the purposes of determining Shareholders entitled to receive the Notice of Meeting and vote at the Meeting. The Corporation is authorized to issue an unlimited number of Common Shares, of which 212,322,990 Common Shares were issued and outstanding as at the Record Date. In accordance with the provisions of the Business Corporations Act (Alberta), the Corporation has prepared a list of the Shareholders on the Record Date. At the Meeting, each Shareholder named on the list will be entitled to one vote for each Common Share shown opposite his, her or its name.

To the knowledge of the directors and senior officers of the Corporation, as at the date of this Circular, the following person(s) beneficial owns, directly or indirectly, and exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights of the total issued and outstanding Common Shares as at the Record Date:

Securityholders Name	Number of voting securities beneficially owned, directly or indirectly, and/or exercises control or direction over
Reginald F. Walker	29,318,935

PARTICULARS OF MATTERS TO BE ACTED UPON

1. FINANCIAL STATEMENTS

The financial statements of the Corporation for the year ended March 31, 2022 and the auditors' report thereon accompanying this Management Proxy Circular will be placed before the Shareholders at the Meeting. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice to Odyssey Trust Company. The financial statements of the Corporation for the year ended March 31, 2022 are filed on SEDAR (www.sedar.com).

2. ELECTION OF DIRECTORS

At the Meeting it is proposed that eight (8) directors be elected to serve until the next annual meeting or until their successors are elected or appointed in accordance with the Business Corporations Act (Alberta) and the by-laws of the Corporation. As of the date of this Management Information Circular, there are eight (8) directors of the Corporation.

Management proposes that the persons named in the following table be nominated for election as directors of the Corporation. The table also sets forth such person’s principal occupation, including his or her present position with the Corporation, the period or periods of his or her service as a director of the Corporation, and the approximate number of Common Shares beneficially owned, directly or indirectly, or subject to control or direction, by such person as at the date hereof. All of the nominees are now directors of the Corporation and have been since the dates set opposite their names.

An affirmative vote of a majority of the votes cast at the Meeting is required for the election of directors. In the event a nominee is unable or unwilling to serve, an event that Management has no reason to believe will occur, the persons named in the accompanying form of proxy reserve the right to vote for another person at their discretion, unless a Shareholder has specified in the form of proxy that these Common Shares are to be withheld from voting for the election of directors. Each director elected at the Meeting will hold office until the close of the next annual meeting of Shareholders or until such director’s successor is duly elected or appointed.

The following information concerning the proposed nominees has been furnished by each of them:

Name of Nominee, Current Position with the Corporation, Province or State and Country of Residence and Date First Appointed as Director	Principal Occupation During Past Five Years	Number of Common Shares Beneficially Owned or Controlled and % of total issued and outstanding(2)
Reginald F. Walker Chairman and a Director Val Caron, ON April 1995	Owner of Consbec Inc. (drilling and blasting contractor) since 1975.	29,318,935 (13.8%)
John R. Didone(1) Director Sudbury, ON November 9, 2017	Professional Accountant based out of Sudbury, ON Canada, was partner until 2018 at SRWC LLP.	1,068,500 (0.5%)
Marian (Mike) Koziol(1) Director Sudbury, ON January 27, 2011	Mr. Koziol retired as President and Director of Alto Ventures Ltd. (now Big Ridge Gold Corp) in 2020. He is a geologist with over 40 years of experience exploring for gold and base metals in the Canadian Shield.	920,000 (0.4%)
Tess Lofsky Director Toronto, ON February 7, 2022	Senior Legal Counsel and Corporate Secretary at Bird Construction. Prior to that, she served as Legal Counsel & Corporate Secretary for the Greater Toronto Airports Authority and Vice President, General Counsel & Corporate Secretary of North American Palladium Ltd.	4,000 (0.0%)
Stephen Letwin(1) Director Calgary, AB September 23, 2020	Mr. Letwin is the current President and Chief Executive Officer of Mancal Corporation. Prior to that, Mr. Letwin was President and Chief Executive Officer of IAMGOLD Corporation for nine years.	50,000 (0.0%)
Bartholemew Meekis Director Red Lake, ON March 17, 2021	Mr. Meekis previously served 16 years on the Sandy Lake First Nation council, including 4 years as Deputy Chief and 6 years as Chief.	- (Nil)
Greg Mills Director Toronto, ON April 28, 2021	Mr. Mills served 20 years at RBC Dominion Securities Inc. as Managing director of RBC Capital Markets’ Global Equities division and on RBC Capital Markets’ Operating and Global Risk committees and previously was a director of RBC USA Holdco Corporation.	150,000 (0.1%)
Marc Boissonneault Director Sudbury, ON July 20, 2021	Mr. Boissonneault is a global mining and metals industry executive. Most recently, Mr. Boissonneault was Head of Global Nickel Assets for Glencore with a 31- year career.	250,000 (0.1%)

Notes:

(1) Members of the Audit Committee

(2) The information regarding the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees. These figures do not include any securities that are exercisable for Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of the Corporation’s knowledge, except as described below, no proposed director of the Corporation is, as at the date of this Circular, or was, within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation), that:

• a) was subject to a cease trade or similar order or an order that denied the relevant corporation access to any exemption under the securities legislation, for a period of more than 30 consecutive days, or

• b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

In 2013, Mr. Stephen Letwin was appointed as Chairman of the Board at ONEnergy Inc., a publicly listed company trading on the NEX Board of the TSX Venture Exchange. ONEnergy Inc. was subject to a Failure-to-File Cease Trade Order (“FFCTO”) on May 6, 2019 from the Ontario Securities Commission. The FFCTO was revoked on August 18, 2021 following the filing of ONEnergy’s financial statements and other regulatory filings.

To the knowledge of the Corporation, no proposed director of the Corporation:

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

• b) has, within ten 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 the assets of the proposed director; or

• c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The Board recommends that Shareholders vote FOR the election of the eight Director nominees.

Unless the Shareholder has specifically instructed in the form of proxy or voting instruction form that the Common Shares represented by such proxy or voting instruction form are to be voted against the election of the eight Director nominees, the persons named in the proxy or voting instructions form will vote FOR the election of the eight Director nominees.

3. APPOINTMENT OF AUDITOR

Management proposes to nominate Grant Thornton LLP, Chartered Professional Accountants, as auditor of the Corporation. The Shareholders will be asked at the Meeting to vote for the appointment of Grant Thornton LLP as auditor of the Corporation until the next annual meeting of Shareholders of the Corporation, with remuneration to be paid to the auditors to be determined by the Board. An affirmative vote of a majority of the votes cast at the Meeting is sufficient for the appointment of auditor.

The Board recommends that Shareholders vote FOR the Appointment of Auditor Resolution.

Unless the Shareholder has specifically instructed in the form of proxy or voting instruction form that the Common Shares represented by such proxy or voting instruction form are to be voted against the Appointment of Auditor Resolution, the persons named in the proxy or voting instructions form will vote FOR the Appointment of Auditor Resolution.

4. APPROVAL OF STOCK OPTION PLAN

Pursuant to Policy 4.4 of the TSX Venture Exchange (the "Policy"), Corporations that have a rolling stock option plan reserving a maximum of 10% of the issued and outstanding shares of the Corporation must receive yearly shareholder approval of the stock option plan. The directors of the Corporation have approved the stock option plan (the “Stock Option Plan”) in the form attached hereto as Schedule "A". The TSX Venture Exchange requires the Stock Option Plan to be approved by the shareholders of the Corporation.

Management of the Corporation will place before the Meeting the following resolution relating to the approval of the Stock Option Plan:

"BE IT RESOLVED THAT:

1. the Stock Option Plan of the Corporation be and is hereby ratified and approved in substantially the form attached as Schedule "A" to the Management Proxy Circular prepared for the purposes of this Meeting;

2. any director or officer be and is hereby authorized to amend the Stock Option Plan should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange;

3. any director or officer be and is hereby authorized to execute and deliver all such deeds, documents and other writings and perform such acts as may be necessary in order to effect the Stock Option Plan and the board of directors of the Corporation from time to time, be authorized to grant options in the capital stock of the Corporation pursuant to and in accordance with the provisions with the Stock Option Plan; and

4. notwithstanding the approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this resolution before it is acted upon, without further approval of the shareholders of the Corporation."

The approval by Shareholders requires a favourable vote of a majority of the Common Shares voted in respect thereof at the Meeting. The TSX Venture Exchange requires such approval before it will allow the adoption of the Stock Option Plan. Options to purchase Common Shares that were previously granted to directors, officers and employees of the Corporation will be deemed to be granted under the Stock Option Plan.

The Board recommends that Shareholders vote FOR the Approval of the Stock Option Plan.

Unless the Shareholder has specifically instructed in the form of proxy or voting instruction form that the Common Shares represented by such proxy or voting instruction form are to be voted against the Approval of the Stock Option Plan, the persons named in the proxy or voting instructions form will vote FOR the Approval of the Stock Option Plan.

STATEMENT OF EXECUTIVE COMPENSATION

The following individuals are defined as “Named Executive Officers” or “NEOs” pursuant to Form 51102F6V, Statement of Executive Compensation – Venture Issuers:

• (a) The Corporation’s chief executive officer (“CEO”);

• (b) The Corporation’s chief financial officer (“CFO”);

• (c) In respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

• (d) Any additional individuals who would have been an NEO under (c) except that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

For purposes of the disclosure in this section, during the financial year ended March 31, 2022, the Corporation had five NEO’s as constituted by Form 51-102F6V, being, Trevor Walker, CEO and President, John Didone, Acting CFO and a Director, Naizhen Cao, Vice President of Technology, Garth Drever, Vice President of Exploration, and David Ewing, Vice President of Sustainability and External Affairs. The Summary Compensation table below provides information for the most recently completed financial years ended March 31, 2022, 2021 and 2020 regarding compensation paid to or earned by each of the Named Executive Officers.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table details all compensation paid to the Corporation’s Named Executive Officers and directors for the fiscal year ended March 31, 2022, 2021 and 2020.

		Table of Compensation Excluding Compensation Securities
					Value of		Total
Name and Principal Position	Financial	Salary, consulting	Bonus	Committee or meeting		Value of all other
	Year Ended March 31	fee, retainer or commission	($)	fees ($)	perquisites ($)	compensation(8) ($)	compensation ($)
		($)
Trevor R. Walker President & CEO	2022	250,000	150,000	Nil	Nil	Nil	400,000
	2021	250,000	Nil	Nil	Nil	Nil	250,000
	2020	250,000	Nil	Nil	Nil	Nil	250,000
John R. Didone(1) Director & Acting CFO	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Naizhen Cao VP of Technology	2022	225,000	35,000	Nil	Nil	Nil	260,000
	2021(2)	17,308	Nil	Nil	Nil	Nil	17,308
	2020	N/A	N/A	N/A	N/A	N/A	N/A

Garth Drever VP of Exploration	2022	200,000	30,000	Nil	Nil	Nil	230,000
	2021	160,000	10,000	Nil	Nil	Nil	170,000
	2020	160,000	10,000	Nil	Nil	Nil	170,000
David Ewing VP of Sustainability and External Affairs	2022(3)	129,231	30,000	Nil	Nil	Nil	159,231
	2021	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Reginald F. Walker Chairman and Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Marian (Mike) Koziol Independent Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Stephen Letwin Independent Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Tess Lofsky Independent Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Bartholemew Meekis Director	2022	100,000	Nil	Nil	Nil	Nil	100,000
	2021(4)	3,846	Nil	Nil	Nil	Nil	3,846
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Marc Boissonneault Independent Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Greg Mills Independent Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A
John G. Kelly(5) Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil

Bruce C. Barker(6) Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Ernest (Ernie) Marcotte(7) Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

• (1) Mr. John R. Didone resigned as the Acting CFO of the Corporation in April 2022. The Corporation appointed Mr. Tony Zheng as the new CFO of the Corporation on April 19, 2022.

• (2) Mr. Naizhen Cao was appointed VP of Technology of the Corporation on February 22, 2021. The compensation disclosed in fiscal year ended March 31, 2021 only reflects actual compensation paid to him during that year.

• (3) Mr. David Ewing was appointed VP of Sustainability and External Affairs of the Corporation on September 1, 2021. Mr. Ewing’s employment agreement includes an annual salary of $240,000, a one-time sign-on cash bonus of $30,000. There are other terms in the employment agreement that were not reflected in the table above either because they don’t affect the current fiscal year or the amount is not yet determinable. The compensation disclosed in fiscal year ended March 31, 2022 only reflects actual compensation paid to him during that year.

• (4) Mr. Bartholemew Meekis was appointed Director of the Board on March 17, 2021. The Corporation also entered into an employment agreement on March 1, 2021 with him as Director of Corporate Social Responsibility (“CSR”) to develop the ethical environmentally-friendly and community minded aspect of the business.

• (5) On May 10, 2021, the Corporation was saddened to announce the passing of longtime Director Mr. John G. Kelly.

• (6) Mr. Bruce C. Barker resigned effective February 7, 2022.

• (7) Mr. Ernest (Ernie) Marcotte resigned effective April 28, 2021 and remained to serve on the Advisory Board. (8) NEOs from time to time use the Corporation’s vehicle in Northern Ontario to perform their job duties. $Nil was reported since either the aggregate value is less than 10% of the NEO’s salary for the financial year or these are necessary for the NEOs to do their jobs.

Compensation Securities

During the Corporation’s financial year ended March 31, 2022, the following compensation securities were issued or granted to the NEOs and/or Directors of the Corporation. All options granted were vested immediately.

					Closing
		Number of			price of	Closing price of
		compensation			security or	security or
	Type of			Exercise
		securities	Date of issue		underlying	underlying
Name and position	compensation	, number of	or grant	price	security on	security at year	Expiry Date
	security	underlying		($)	date of	end
		securities			grant	($)
		(#)			($)
Trevor R. Walker President & CEO	Options	50,000	September 1, 2021	0.90	0.88	3.26	September 1, 2026
John R. Didone Director & Acting CFO	Options	425,000	September 1, 2021	0.90	0.88	3.26	September 1, 2026
David Ewing VP of Sustainability and External Affairs	Options	750,000	September 1, 2021	0.90	0.88	3.26	September 1, 2026
Marian (Mike) Koziol Independent Director	Options	290,000	September 1, 2021	0.90	0.88	3.26	September 1, 2026
Tess Lofsky Independent Director	Options	1,000,000	February 7, 2022	2.71	2.71	3.26	February 7, 2027
Bartholemew Meekis Director	Options	500,000	July 20, 2021	0.82	0.82	3.26	July 20, 2026
Marc Boissonneault Independent Director	Options	1,000,000	July 20, 2021	0.82	0.82	3.26	July 20, 2026

Greg Mills Independent Director	Options	1,000,000	May 5, 2021	0.90	0.90	3.26	May 5, 2026

The following table discloses all exercises of compensation securities by each NEO and director during the fiscal year ended March 31, 2022.

Name and position
						Difference
					Closing
						between
		Number of	Exercise		price per
	Type of compensation					exercise price and closing	Total value on exercise date
		underlying securities	price per security	Date of exercise	security on date of
	security	exercised (#)	($)		exercise ($)	price on date of exercise	($)
						($)
Trevor R. Walker President & CEO	Options	100,000	0.25	May 12, 2021	0.84	0.59	59,000
	Options	416,666	0.30	February 7, 2022	2.71	2.41	1,004,165
	Options	100,001	0.25	February 7, 2022	2.71	2.46	246,002
John R. Didone Director & Acting CFO	Options	100,000	0.25	May 6, 2021	0.87	0.62	62,000
	Options	85,000	0.25	January 18, 2022	2.78	2.53	215,050
	Options	40,000	0.90	January 18, 2022	2.78	1.88	75,200
David Ewing VP of Sustainability and External Affairs	Options	130,000	0.90	January 28, 2022	2.36	1.46	189,800
Marc Boissonneault Independent Director	Options	250,000	0.82	February 7, 2022	2.71	1.89	472,500
John G. Kelly	Options	200,000	0.30	April 23, 2021	0.90	0.60	120,000
Former Director	Options	310,000	0.25	April 23, 2021	0.90	0.65	201,500

The following table discloses all share-based awards and option-based awards outstanding at the end of the financial year ended March 31, 2022 to the directors and NEOs of the Corporation.

	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards
Name and position
	Number of					Market or payout
				Value of	Number of shares
	securities underlying	Exercise price per	Option expiration	unexercised in- the-money	or units of shares that have not	value of share- based awards
	unexercised options (#)	security ($)	date	options1 ($)	vested (#)	that have not vested ($)
Trevor R. Walker President & CEO	449,999	0.25	September 23, 2025	1,354,497	Nil	Nil
	50,000	0.90	September 1, 2026	118,000	Nil	Nil
	483,334	1.05	February 23, 2026	1,068,168	Nil	Nil
John R. Didone Director & Acting CFO	385,000	0.90	September 1, 2026	908,600	Nil	Nil
	490,000	1.05	February 23, 2026	1,082,900	Nil	Nil
Naizhen Cao VP of Technology	750,000	1.05	February 23, 2026	1,657,500	Nil	Nil

Garth Drever VP of Exploration	250,000	0.25	September 23, 2025	752,500	Nil	Nil
	500,000	0.30	December 11, 2024	1,480,000	Nil	Nil
	250,000	1.05	February 23, 2026	552,500	Nil	Nil
David Ewing VP of Sustainability and External Affairs	620,000	0.90	September 1, 2026	1,463,200	Nil	Nil
Reginald F. Walker Chairman and Director	650,000	0.25	September 23, 2025	1,956,500	Nil	Nil
	350,000	0.30	December 11, 2024	1,036,000	Nil	Nil
	500,000	1.05	February 23, 2026	1,105,000	Nil	Nil
Marian (Mike) Koziol Independent Director	260,000	0.25	September 23, 2025	782,600	Nil	Nil
	150,000	0.30	December 11, 2024	444,000	Nil	Nil
	290,000	0.90	September 1, 2026	684,400	Nil	Nil
	300,000	1.05	February 23, 2026	663,000	Nil	Nil
Stephen Letwin Independent Director	760,000	0.25	September 23, 2025	2,287,600	Nil	Nil
	250,000	1.05	February 23, 2026	552,500	Nil	Nil
Tess Lofsky Independent Director	1,000,000	2.71	February 7, 2027	550,000	Nil	Nil
Bartholemew Meekis Director	500,000	0.80	July 20, 2026	1,220,000	Nil	Nil
	500,000	1.04	March 16, 2026	1,110,000	Nil	Nil
Marc Boissonneault Independent Director	750,000	0.80	July 20, 2026	1,830,000	Nil	Nil
Greg Mills Independent Director	1,000,000	0.90	May 5, 2026	2,360,000	Nil	Nil
John G. Kelly Former Director	500,000	1.05	February 23, 2026	1,105,000	Nil	Nil
Bruce C. Barker Former Director	510,000	0.25	September 23, 2025	1,535,100	Nil	Nil
	490,000	1.05	February 23, 2026	1,082,900	Nil	Nil
Ernest (Ernie)	250,000	0.25	September 23, 2025	752,500	Nil	Nil
Marcotte Former Director	250,000	0.30	December 11, 2024	740,000	Nil	Nil

Notes:

(1) The value of unexercised “in-the-money options” is calculated on the basis of the difference between the closing price of the Common Shares on the TSXV on March 31, 2022 of $3.26 and the exercise price of the Options. The closing price of the Common Shares on the TSXV on August 30, 2022 was $2.39.

Pension Plan Benefits

The Corporation does not presently have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement for the Directors and NEOs.

Employment, Consulting and Management Agreements

The following were written employment, consulting, management and compensation agreements entered into by the Corporation and Named Executive Officers as of the financial year ended March 31, 2022.

Effective January 4, 2010, the Board of Directors of the Corporation commenced paying Consbec Inc., a private corporation owned by Reginald F. Walker, at an annualized rate of $110,000 per year in respect of the services provided by Mr. Trevor R. Walker and as at April 1, 2015, the Board of Directors of the Corporation commenced paying Consbec Inc. an annualized rate of $250,000 per year in respect of the services provided by Mr. Trevor R. Walker.

Mr. Naizhen Cao is paid for services to the Corporation as VP of Technology through an employment agreement. Pursuant to his employment agreement, Mr. Naizhen Cao is entitled to an annual base salary of $225,000 and incentive compensation in the form of an annual short-term incentive bonus with a target up to 33% of the annual base salary to be agreed by the Board of Directors annually. The Corporation may terminate Mr. Naizhen Cao’s employment at any time for just cause and Mr. Naizhen Cao may terminate his employment, by written notice that’s greater of the notice required pursuant to the Employment Standards Act (Ontario) and two-week’s written notice.

Mr. David Ewing is paid for services to the Corporation as VP of Sustainability and External Affairs through an employment agreement. Pursuant to his employment agreement, Mr. David Ewing is entitled to an annual base salary of $240,000, a one-time sign-on cash bonus of $30,000, and incentive compensation in the form of an annual short-term incentive bonus with a target up to 40% of the annual base salary to be agreed by the Board of Directors annually. The Corporation may terminate Mr. David Ewing’s employment at any time for just cause and Mr. David Ewing may terminate his employment by written notice that’s greater of the notice required pursuant to the Employment Standards Act (Ontario) and two-week’s written notice. In the event Mr. David Ewing’s employment is terminated by the Corporation without cause, or if he resigns for good reason (as defined in the agreement) within six months after a change of control event, he will be entitled to a lump sum payment equal to 12 months of his annual base salary then in effect plus the maximum bonus payable to him during that fiscal year (in the case of Mr. David Ewing, a payment of $336,000 if triggered on March 31, 2022), and all unvested options granted to him will immediately vest.

Mr. Bartholemew Meekis is paid for services to the Corporation as a Director of Corporate Social Responsibility through an employment agreement. Pursuant to his employment agreement, Mr. Bartholemew Meekis is entitled to an annual base salary of $100,000 per annum and is eligible to participate in the Corporation’s stock-based plan. All equity-based grants require approvals of the Corporation’s Board of Directors. The Corporation may terminate Mr. Bartholemew Meekis’ employment at any time for just cause and Mr. Bartholemew Meekis may terminate his employment and provide a written notice that’s greater of the notice required pursuant to the Employment Standards Act (Ontario) and two-weeks’ notice of resignation.

Other Compensation

Through the financial year ended March 31, 2022 the Corporation was charged, and will continue to be charged, office rent of $750 per month by Consbec Inc., a company owned by Reginald F. Walker, a director of the Corporation.

The aggregate value of all other compensation not described in this Circular but paid or is payable by the Corporation to the NEOs of the Corporation was $nil.

Compensation of Directors and Officers & Committees

As of the date of this Circular, the Corporation is in the process of establishing other committees, such

as a Technical Committee, HR Committee and Corporate Governance Committee. The HR Committee will oversee the compensation of directors and officers. In the meantime, three independent directors; Messrs. Letwin, Didone and Koziol are carrying out annual compensation reviews of directors and officers of the Corporation.

Policy 3.1 of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual sets out a requirement that all employment, consulting or other compensation arrangements between the issuer and any director or senior officer of the issuer are to be considered and approved by independent directors. As stated herein, certain of the directors of the Corporation are compensated at market rates for providing services (i.e. office rent, exploration and development work) from time to time to the Corporation. As a result of the system of internal controls on expenses incurred by the Corporation, each member of the board of directors of the Corporation reviews and approves of, among other things, all invoices submitted by the other members thereof in connection with services rendered by such persons to the Corporation.

Stock option plans and other incentive plans

The Corporation has no other incentive plans other than its Stock Option Plan. The Stock Option Plan provides that the board of directors may from time to time, in its discretion grant to directors, officers and employees of the Corporation and to consultants retained by the Corporation, non-transferable options to purchase Common Shares or such other shares as may be substituted therefore, in the capital of the Corporation for a period of up to ten years from the date of the grant provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares of the Corporation at the date of the grant.

The following is a summary of the material terms of the Stock Option Plan:

• The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Stock Option Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation.

• Under the Stock Option Plan, the aggregate number of optioned Common Shares granted to any one optionee in a 12-month period must not exceed 5% of the Corporation's issued and outstanding shares. The number of optioned Common Shares granted to any one consultant in a 12-month period must not exceed 2% of the Corporation’s issued and outstanding shares. The aggregate number of optioned Common Shares granted to an optionee who is employed to provide investor relations' services must not exceed 2% of the Corporation’s issued and outstanding Common Shares in any 12-month period.

• The exercise price for options granted under the Stock Option Plan will not be less than the market price of the Corporation's Common Shares at the time of the grant, less applicable discounts permitted by the policies of the TSX Venture Exchange.

• Options will be exercisable for a term of up to ten years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.

• Options granted under the Stock Option Plan are non-assignable.

The Stock Option Plan will be subject to approval by the TSX Venture Exchange and the Shareholders of the Corporation at the Meeting. The Stock Option Plan is attached hereto as Schedule “A”.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of the date hereof regarding the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance.

	Number of securities to		Number of securities remaining
		Weighted-average exercise
	be issued upon		available for future issuance
		price of outstanding
	exercise of outstanding		under equity compensation
Plan Category	options and warrants	options and warrants	plans (excluding securities
		(b)	reflected in Column (a))
	(a)
			(c)
Equity compensation plans approved by securityholders	16,601,398	$0.87	2,223,060
Equity compensation plans not approved bysecurityholders	6,457,922	$0.99	-
Total	23,059,320	$0.90	2,223,060

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No director or senior officer of the Corporation or proposed management nominee for election as a director of the Corporation, nor any associate of any such director, officer or proposed management nominee, is or has been, indebted to the Corporation at any time during the financial year ended March 31, 2022.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set out elsewhere in this Circular and to the knowledge of management of the Corporation, no informed person or proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director, has held any interest in any transaction since the commencement of the Corporation’s last financial year, or has any interest in any proposed transaction, which, in either case, has materially affected or would materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation that are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

CORPORATE GOVERNANCE DISCLOSURE

The Board of Directors of the Corporation considers good corporate governance to be important to the effective operations of the Corporation and to ensure that the Corporation is managed so as to enhance shareholder value. The Board of Directors is responsible for ensuring that the Corporation addresses all relevant corporate governance issues in compliance with the corporate governance guidelines set forth in National Policy 58-201 – Corporate Governance Guidelines ("NP 58-201") of the Canadian Securities Administrators.

The Board has carefully considered the Corporate Governance Guidelines set forth in NP 58-201. A description of the Corporation's corporate governance practices is set out in and attached hereto as Schedule "B" to this Management Proxy Circular in response to the requirements of National Instrument 58-101 respecting Disclosure of Corporate Governance Practices and in the form set forth in Form 58101F1.

AUDIT COMMITTEE

Reference is made to the section entitled "Audit Committee" of the Corporation's Annual Information Form ("AIF"), dated August 11, 2022, which contains the information required by section 5.1 and Form 52-110F1 of National Instrument 52-110 – Audit Committees ("NI 52-110") of the Canadian Securities Administrators. The Corporation's AIF is available on SEDAR at www.sedar.com and a copy will be provided free of charge, upon request, to any Shareholder of the Corporation.

Charter of the Audit Committee

The Audit Committee has a formal charter, the text of which is attached to the AIF and Schedule "C" hereto. The Audit Committee Charter sets out the mandate and responsibilities of the Audit Committee after careful consideration of NI 52-110 and other applicable policies.

Composition of Audit Committee

As is required by TSXV Policy 4.4 and Multilateral Instrument 52-110 – Audit Committees (“MI 52110”), the charter of the audit committee of the Board of Directors of the Corporation (the “Audit Committee”) is attached hereto as Schedule “C”.

The members of the Audit Committee are Stephen Letwin, John R. Didone and Marian (Mike) Koziol. Mr. Letwin, Mr. Didone and Mr. Koziol are independent (as such term is defined in MI 52-110) and they are all financially literate (as such term is defined in MI 52-110). See information below for the education and experience of each member of the Audit Committee.

John R. Didone, CPA, CA, CMA, HBCOMM, Chairman of the Audit Committee, Director

Mr. Didone was a Partner at SRWC LLP, Chartered Professional Accountants based out of Sudbury, Canada until 2018. He has been with the firm since 1980 and over this time has gained considerable insight of business affairs, in particular his demonstrated experience offering professional advice on the expansion of national companies. Mr. Didone is in touch with the Corporation’s strategic goals, our staged growth strategy and he has experience working with mining and construction sectors. He graduated from Laurentian University’s Commerce program earning an H.B. Commerce and maintains designations and/or certifications as a CPA, CA, and CMA.

Stephen Letwin, Director

Mr. Steve Letwin brings over 30 years of experience from the resource sector. Mr. Letwin is the current President and Chief Executive Officer of Mancal Corporation. Prior to that, Mr. Letwin was President and Chief Executive Officer of IAMGOLD Corporation for nine years. He also served as Executive Vice President of, Gas Transportation & International with Enbridge Inc. Before joining Enbridge, he served as President and Chief Operating Officer of TransCanada Energy.

Marian (Mike) Koziol B.Sc., P. Geo, P.Eng., Director

Mr. Koziol served as the President and Director of Alto Ventures Ltd. (now Big Ridge Gold Corp.) prior to his retirement in 2020. and resides in Sudbury, Ontario. Alto Ventures Ltd. (Alto) was a Canadian gold exploration corporation with projects in Ontario, Quebec, and Manitoba. Mr. Koziol is a geologist with over 40 years of experience exploring for gold and base metals in the Canadian Shield. He played key roles in a number of gold and base metals discoveries during his career with Saskatchewan Mining Development Corporation and Cameco Gold Inc., including the McIlvenna Bay Copper-Zinc deposit, Saskatchewan, and the Comtois and Destiny gold deposits in Quebec. During his tenure as District Geologist from 1996 to 2002, Mr. Koziol was responsible for all exploration activities carried out by Cameco Gold Inc. in Eastern Canada, where he evaluated, acquired, and managed a number of gold exploration projects in Manitoba, Ontario and Quebec. Mr. Koziol joined Alto Ventures in 2004 and while at Alto he has acquired a number of high potential gold projects in Ontario Quebec and Manitoba. Mr. Koziol graduated with a BSc degree in Geological Sciences from McGill University in 1978 and

holds a number of professional and technical memberships including the Association of Professional Geoscientists of Ontario (P.Geo.), and the Association of Professional Engineers of Ontario (P.Eng.).

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or any exemptions identified in Sections 4, 5 or 6 of Form 52-110F1 of NI 52-110.

Audit Committee Oversight

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

Pre-Approval Policies and Procedures

The Audit Committee of the Corporation has adopted a specific provision in its policy and procedures for the engagement of non-audit services. The Audit Committee is mandated to pre-approve any nonaudit service, if any, to be provided to the issuer or its subsidiary entities by the issuer's external auditor. The Audit Committee of the Corporation reviews the engagement of all audit and non-audit services if warranted or as required.

External Auditor Service Fees

As described herein under the heading “Matters to be Acted Upon – Appointment of Auditor”, Sievert & Sawrantschuk LLP (“S&W” LLP) was appointed as the Corporation’s auditors on June 14, 2005. This appointment was ratified at the last Annual Shareholders Meeting of the Corporation held on October 7, 2021. In December 2021, S&W LLP was acquired by Grant Thornton LLP.

The following table sets forth the fees paid by the Corporation to S&W LLP Chartered Professional Accountants and Grant Thornton LLP, the auditors of the Corporation for the previous three years:

	Year Ended March 31, 2022	Year Ended March 31, 2021	Year Ended March 31, 2020
Audit fees(1)	$62,700	$43,860	$36,720
All other fees	Nil	$5,702	$4,774
Total	$62,700	$49,562	$41,494

Notes:

(1) The aggregate audit fees billed by the Corporation’s auditor (or accrued). Includes taxes and CPAB fees. The aggregate fees billed (or accrued) for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements which are not included under the heading “Audit Fees”, including for quarterly reviews. The aggregate fees billed (or accrued) for professional services provided by the auditor rendered for tax compliance, tax advice and tax planning.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except in so far as they may be Shareholders and unless otherwise disclosed in this management information circular, no person who has been a director or senior officer of the Corporation at any time or proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership or otherwise, in any matters to be acted upon at the Meeting other than the election of directors and as set out herein.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the meeting, the accompanying proxy will be voted on such matters in accordance with the best judgement of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Copies of the Corporation’s comparative financial statements and accompanying Management’s Discussion and Analysis for the fiscal year ended March 31, 2022 are available on SEDAR or Shareholders may request copies to be sent to them without charge by contacting the Secretary of the Corporation, 2736 Belisle Drive, Val Caron, Ontario, P3N 1B3 (info@frontierlithium.com). Financial information with respect to the Corporation is provided in the Corporation’s comparative financial statements and accompanying Management’s Discussion and Analysis for the most recently completed financial year.

APPROVAL OF CIRCULAR

The contents and the sending of this Circular have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Reginald F. Walker"

Reginald F. Walker Chairman of the Board and a Director

SCHEDULE “A”

FRONTIER LITHIUM INC. (the "Company")

STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the " Plan ") of FRONTIER LITHIUM INC. , a corporation incorporated under the Business Corporations Act (Alberta) (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 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 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 that may be reserved for issuance under this Plan at any point in time is 10% of the Outstanding Shares as at the date of grant or issuance. In the event an option granted under this Plan is exercised, expired, unexercised or is otherwise lawfully cancelled prior to

exercise of the option, the optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

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.

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 be reduced upon receipt of Board approval, provided that 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 be reduced only 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 equaling more than 5% of the issued common shares of the Corporation in any twelvemonth period unless the Corporation has obtained disinterested Shareholder approval in respect of such grant and meets applicable Exchange requirements.

• (c) 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 any one consultant of the Corporation (or any of its subsidiaries).

• (d) 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 Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ 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 TSX Venture Exchange (" TSXV "), the maximum term may not exceed 10 years.

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) Subject to the 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, the Participant may elect to exercise his or her Options by one of the following:

• a. by cash payment, certificated cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised;

• b. by "Net Exercise" in accordance with Policy 4.4 of the TSXV - whereby the Options, excluding the Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment, so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of Shares that is the equal to the quotient

obtained by dividing:

• i. the number of the Shares being exercised multiplied by the difference between the VWAP (as defined below) of the underlying Shares and the exercise price of the subject Options; by

• ii. the VWAP of the underlying Shares.

"VWAP" means the volume weighted average trading price of the Corporation's Shares on the TSXV calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Option.

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.

11. Ceasing To Be a Director, Officer, Consultant or Employee

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 a reasonable time (such reasonable time to be established by the Board and set forth in the option agreement at the time of the option grant) after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee.

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 shall be exercisable only within the 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. Withholding

• (a) To the extent required under applicable law, the Corporation shall be entitled to take all reasonable and necessary steps, which may include the sale of certain Shares issued upon the exercise of any option granted under the Plan (other than a redemption or purchase for cancellation), or obtain all reasonable or necessary indemnities, assurances, payments or undertakings, to the sole satisfaction of the Corporation, to satisfy any tax remittance obligations of the Corporation or any Subsidiary to any taxing authorities arising in respect of any exercise of any options granted hereby or any other options heretofore granted by the Corporation and the President of the Corporation shall be appointed as the attorney-in-fact for any person

granted an option under this Plan to take all such reasonable and necessary steps or Share sales.

• (b) Each Participant (or their beneficiaries) shall be responsible for all taxes with respect to any options granted to such Participant under this Plan, whether as a result of the grant or exercise of options or otherwise. The Corporation makes no guarantee to any person regarding the tax treatment of options or payments made under this Plan and none of the Corporation, or any of its employees or representatives shall have any liability to any Participant with respect thereto.

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 re- organization, 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.

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. No fractional Share shall be required to be issued under the Plan on any such adjustment.

17. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

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 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.

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 Alberta.

SCHEDULE “B”

FRONTIER LITHIUM INC. (the "Company")

CORPORATE GOVERNANCE DISCLOSURE (FORM 58-101F2)

CORPORATE GOVERNANCE POLICY

1. Board of Directors — Disclose how the board of directors (the "Board") facilitates its exercise of independent supervision over management, including

• (i) the identity of directors that are independent, and

John R. Didone, Marion Koziol, Tess Lofsky, Stephen J.J. Letwin, Greg Mills and Marc Boissonneault.

• (ii) the identity of directors who are not independent, and the basis for that determination.

Reginald F. Walker is not independent as he owns more than 10% of the voting securities of the Company and Bartholemew Meekis is not independent as he has an employment agreement with the Company. In determining whether a director is independent, the Company chiefly considers whether the director has a material relationship with the Company, which is a relationship that, in the view of the Board of Directors could, or could reasonably be expected or perceived to interfere with the director's exercise of independent judgment.

2. Directorships — If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The following directors of the Company presently serve as directors of other reporting issuers as follows:

:
Director	Reporting Issuer
Stephen J.J. Letwin	Cassiar Gold Corp. [formerly Margaux Resources Ltd. (TSXV: GLDC)] ONEnergy Inc. (TSXV :OEG.H)
Greg Mills	Filament Health Corp. (NEO: FH, FSE:7QS)
Marc Boissonneault	Zacapa Resources Ltd. (TSXV:ZACA, DE:BHO)

3. Orientation and Continuing Education — Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the board takes to provide continuing education for directors.

The Company has not developed an official orientation or training program for new directors. New directors have the opportunity to become familiar with the Company by meeting with other directors and the Company's officers and employees. Orientation activities are tailored to the particular needs and expertise of each director and the overall needs of the Board.

4. Ethical Business Conduct — Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

The Company does not currently have a formal code of business conduct or policy in place for its directors, officers, employees and consultants. The Board believes that the Company's size facilitates informal review of and discussions with employees and consultants. The Board monitors ethical conduct of the Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that in addition to the formal policies noted above, the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company

.

5. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for Board nomination, including:

• (i) who identifies new candidates, and

• (ii) the process of identifying new candidates.

The Board has not appointed a nominating committee as the Board fulfills these functions. When the Board identifies the need to fill a position on the Board, the Board requests that current Directors forward potential candidates for consideration. 6. Compensation — Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:

• (i) who determines compensation; and

The Board of the Company is responsible for making recommendations with respect to compensation for the directors and the CEO. The Board has the ability to adjust and approve such compensation as it feels is suitable, primarily by comparison of the remuneration paid by other corporations that are similarly placed within the same business as the Company.

(ii) the process of determining compensation.

Market comparisons as well as evaluation of similar positions in the same industry and/or in the same geography are among the criteria used in recommending compensation levels.

7. Other Board Committees — If the Board has standing committees other than the audit committee, identify the committees and describe their function.

There are no other standing committees at the present time.

8. Assessments — Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively.

Historically, the Board has taken responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the Board's decision making processes and the quality of information provided by management.

SCHEDULE “C”

Frontier Lithium Inc. (the “Corporation”)

AUDIT COMMITTEE CHARTER

1. Establishment of Audit Committee : The directors of the Corporation (the “Directors”) hereby establish an audit committee (the “Audit Committee”).

2. Membership : The membership of the Audit Committee shall be as follows:

3. (a) The Audit Committee shall be composed of three members or such greater number as the Directors may from time to time determine.

4. (b) The majority of the members of the Audit Committee shall be independent Directors.

5. (c) Each member of the Audit Committee shall be financially literate. For purposes hereof “financially literate” has the meaning set forth under NI 52-110 (as amended from time to time) and currently means the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably be expected to be raised by the Corporation’s financial statements.

6. (d) Members shall be appointed annually from among members of the Directors. A member of the Audit Committee shall ipso facto cease to be a member of the Audit Committee upon ceasing to be a Director of the Corporation.

7. Oversight Responsibility : The external auditor is ultimately accountable to the Directors and the Audit Committee, as representatives of the shareholders and such shareholders representatives have the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the external auditors (or to nominate the external auditors to be proposed for shareholder approval in any management information circular and proxy statement). The external auditor shall report directly to the Audit Committee and shall have the responsibilities as set forth herein.

8. Mandate : The Audit Committee shall have responsibility for overseeing:

9. (a) the accounting and financial reporting processes of the Corporation; and

10. (b) audits of the financial statements of the Corporation.

In addition to any other duties assigned to the Audit Committee by the Directors, from time to time, the role of the Audit Committee shall include meeting with the external auditor and the senior financial management of the Corporation to review all financial statements of the Corporation which require approval by the Directors, including year-end audited financial statements. Specifically, the Audit Committee shall have authority and responsibility for:

• (a) reviewing the Corporation’s financial statements, MD&A and earnings press releases before the information is publicly disclosed;

• (b) overseeing the work of the external auditors engaged for purpose of preparing or issuing, an audit report or performing other audit, review or attest services for the

Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting;

• (c) reviewing annually and recommending to the Directors:

• (i) the external auditors to be nominated for purposes of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; and

• (ii) the compensation of the external auditors;

• (d) discussing with the external auditor:

• (i) the scope of the audit, in particular their view of the quality of the Corporation’s accounting principles as applied in the financials in terms of disclosure quality and evaluation methods, inclusive of the clarity of the Corporation’s financial disclosure and reporting, degree of conservatism or aggressiveness of the Corporation’s accounting principles and underlying estimates and other significant decisions made by management in preparing the financial disclosure and reviewed by the auditors;

• (ii) significant changes in the Corporation’s accounting principles, practices or policies; and

• (iii) new developments in accounting principles, reporting matters or industry practices which may materially affect the Corporation.

• (e) reviewing with the external auditor and the Corporation’s senior financial management the results of the annual audit regarding:

• (i) the financial statements;

• (ii) MD&A and related financial disclosure contained in continuous disclosure documents;

• (iii) significant changes, if any, to the initial audit plan;

• (iv) accounting and reporting decisions relating to significant current year events and transactions;

• (v) the management letter, if any, outlining the auditor’s findings and recommendations, together with management’s response, with respect to internal controls and accounting procedures; and

• (vi) any other matters relating to the conduct of the audit, including such other matters which should be communicated to the Audit Committee under Canadian generally accepted auditing standards.

• (f) reviewing and discussing with the Corporation’s senior financial management and, if requested by the Audit Committee, the external auditor:

• (i) the interim financial statements;

• (ii) the interim MD&A; and

• (iii) any other material matters relating to the interim financial statements, including, inter alia, any significant adjustments, management judgments or estimates, new or amended accounting policies;

• (g) receipt from external auditor of a formal written statement delineating all relationships between the auditor and the Corporation and considering whether the advisory services performed by the external auditor during the course of the year have impacted their independence, and also ensuring that no relationship or services between ) the external auditor and the Corporation is in existence which may affect the objectivity and independence of the auditor or recommending appropriate action to ensure the independence of the external auditor;

• (h) pre-approval of all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditors or the external auditors of the Corporation’s subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit Committee;

• (i) reviewing and discussing with the external auditors and senior financial management: the adequacy of procedures for review of disclosure of financial information extracted or derived from financial statements, other than the disclosure referred to in subparagraph (a) above;

• (j) establishing and reviewing of procedures for:

• (i) receipt, retention and treatment of complaints received by the Corporation and its subsidiary entities regarding internal accounting controls, or auditing matters; confidential;

• (ii) anonymous submission by employees of the Corporation and its subsidiary entities of concerns regarding questionable accounting or auditing matters; and

• (iii) hiring policies regarding employees and former employees of present and former external auditors of the Corporation and its subsidiary entities;

• (k) reviewing with the external auditor, the adequacy of management’s internal control over financial reporting relating to financial information and management information systems and inquiring of management and the external auditor about significant risks and exposures to the Corporation that may have a material adverse impact on the Corporation’s financial statements, and inquiring of the external auditor as to the efforts of management to mitigate such risks and exposures; and

• (l) reviewing and/or considering that, with regard to the previous fiscal year,

• (i) management has reviewed the Corporation’s audited financial statements with the Audit Committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the financial statements;

• (ii) the external auditors and the Audit Committee have discussed the external auditors’ judgments of the quality of the accounting principles applied and the type of judgments made with respect to the Corporation’s financial statements;

• (iii) the Audit Committee, on its own (without management or the external auditors present), has considered and discussed all the information disclosed to the Audit

Committee from the Corporation’s management and the external auditor; and

  - (iv) in reliance on review and discussions conducted with senior financial management and the external auditors, the Audit Committee believes that the Corporation’s financial statements are fairly presented in conformity with the with International Financial Reporting Standards (IFRS) in all material respects and that the financial statements fairly reflect the financial condition of the Corporation.

1. Administrative Matters : The following general provisions shall have application to the Audit Committee:

2. (a) A quorum of the Audit Committee shall be the attendance of a majority of the members thereof. No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present or by a resolution in writing signed by all the members of the Audit Committee.

3. (b) Any member of the Audit Committee may be removed or replaced at any time by resolution of the Directors of the Corporation. If and whenever a vacancy shall exist on the Audit Committee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the foregoing, each member of the Audit Committee shall hold such office until the close of the annual meeting of shareholders next following the date of appointment as a member of the Audit Committee or until a successor is duly appointed.

4. (c) The Audit Committee may invite such Directors, directors, officers and employees of the Corporation or affiliates thereof as it may see fit from time to time to attend at meetings of the Audit Committee and to assist thereat in the discussion of matters being considered by the Audit Committee. The independent auditor is to appear before the Audit Committee when requested to do so by the Audit Committee.

5. (d) The time and place for the Audit Committee meetings, the calling and the procedure at such meetings shall be determined by the Audit Committee having regard to the Articles and By-Laws of the Corporation.

6. (e) The Chair shall preside at all meetings of the Audit Committee and shall have a second and deciding vote in the event of a tie. In the absence of the Chair, the other members of the Audit Committee shall appoint a representative amongst them to act as Chair for that particular meeting.

7. (f) Notice of meetings of the Audit Committee may be given to the independent auditor and shall be given in respect of meetings relating to the annual audited financial statements. The independent auditor has the right to appear before and to be heard at any meeting of the Audit Committee. Upon the request of the independent auditor, the Chair of the Audit Committee shall convene a meeting of the Audit Committee to consider any matters which the external auditor believes should be brought to the attention of the Directors or shareholders of the Corporation.

8. (g) The Audit Committee shall report to the Directors of the Corporation on such matters and questions relating to the financial position of the Corporation or any affiliates of the Corporation as the Directors of the Corporation may from time to time refer to the Audit Committee.

9. (h) The members of the Audit Committee shall, for the purpose of performing their duties,

have the right to inspect all the books and records of the Corporation and its affiliates, and to discuss such books and records that are in any way related to the financial position of the Corporation with the Directors, directors, officers, employees and independent auditor of the Corporation and its affiliates.

• (i) Minutes of the Audit Committee meetings shall be recorded and maintained. The Chair of the Audit Committee will report to the Directors on the activities of the Audit Committee and/or the minutes of the Audit Committee meetings will be promptly circulated to the Directors or otherwise made available at the next meeting of Directors.

• (j) The Audit Committee shall, upon the approval of the Directors, adopt a formal written charter, which sets out the Audit Committee’s responsibilities, the way they should be implemented and any other requirement such as membership and structure of the Audit Committee. The Audit Committee shall review and reassess the adequacy of the charter on an annual basis.

• (k) The Audit Committee shall ensure and/or consider that, with regard to the previous fiscal year,

• (i) management has reviewed the Corporation’s audited financial statements with the Audit Committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the financial statements;

• (ii) the external auditor and the Audit Committee have discussed the independent auditor’s judgments of the quality of the accounting principles applied and the type of judgments made with respect to the Corporation’s and/or the Corporation’s financial statements;

• (iii) the Audit Committee, on its own (without management or the independent auditors present), has considered and discussed all the information disclosed to the Audit Committee from the Corporation’s management and the external auditor; and

• (iv) in reliance on review and discussions conducted with management and outside auditors, the Audit Committee believes that the Corporation’s financial statements are fairly presented in conformity with the with International Financial Reporting Standards (IFRS) in all material respects.

• (l) The Audit Committee shall have the authority to:

• (i) engage independent counsel and other advisors or consultants as it determines necessary to carry out its duties;

• (ii) set and pay the compensation for any advisors employed by the Audit Committee; and

• (iii) communicate directly with the internal (if any) and external auditors and qualified reserves evaluators or auditors.