Notice of the Annual General and Special Meeting of Shareholders

- and -

Management Proxy Circular

To be held on Friday, May 13, 2022, at 10:00 a.m. (Eastern Time)

in the Brésil Boardroom

7900, W. Taschereau Blvd. Building D, Suite 210 Brossard, Québec, J4X 1C2

Record Date: April 4, 2022

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS 1
MANAGEMENT PROXY CIRCULAR3
A. VOTING INFORMATION 3
B. ITEMS ON MEETING AGENDA 7
C. THE BOARD 10
D. NAMED EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION DISCUSSION ANDANALYSIS14
E. CORPORATE GOVERNANCE23
F. AUDIT & RISK COMMITTEE 26
G. OTHER INFORMATION 27
SCHEDULE "I" AUDIT & RISK COMMITTEE CHARTER

G MINING VENTURES CORP.

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of G MINING VENTURES CORP.:

NOTICE IS HEREBY GIVEN that the annual general and special meeting of shareholders (the "Meeting") of G MINING VENTURES CORP. (the "Corporation") will be held at 7900, W. Taschereau Blvd., Building D, Suite 210, Brossard, Québec, in the Brésil Boardroom, on Friday, May 13, 2022 at 10:00 a.m. (Eastern Time) for the following purposes:

1. to receive the annual consolidated financial statements of the Corporation for the (14-month) financial year ended December 31, 2021, and the external auditors' report thereon;
1. to elect the following directors to serve for the ensuing year: Louis Gignac Sr., David Fennell, Louis-Pierre Gignac, Elif Lévesque, Norman MacDonald, Jason Neal and Sonia Zagury;
1. to appoint PricewaterhouseCoopers LLP as the external auditors of the Corporation and to authorize the directors to set the auditors' compensation;
1. to approve the Corporation's 10% rolling stock option plan, as more particularly set out in the accompanying Management Proxy Circular; and
1. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The management proxy circular and proxy form for the Meeting are attached to this notice.

Brossard, Québec, April 7, 2022

By order of the Board of Directors,

(s) Marc Dagenais

Marc Dagenais Vice President, Legal Affairs and Corporate Secretary of the Corporation

Directors of the Corporation have fixed the close of business on April 4, 2022, as the record date for determination of shareholders entitled to notice of and having the right to vote at the Meeting, either in person or by proxy. Shareholders of the Corporation whose common shares are registered in the Corporation's register may exercise their rights by attending the Meeting or by completing a proxy form. If you are unable to be present in person at the Meeting, kindly complete, date and sign the enclosed proxy form and return it in the envelope provided for this purpose. To be used at the Meeting, the proxies must be received by the transfer agent and registrar of the Corporation (Computershare Investor Services Inc., attention: Proxy Dept., 100, University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1) no later than 10:00 a.m., Eastern Time, on Wednesday, May 11, 2022 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the date and time to which the Meeting has been rescheduled if it has been adjourned or postponed).

If you are not a registered shareholder of the common shares of the Corporation as those shares are registered in the name of a securities broker, or of another intermediary or a clearing agency, but you are a beneficial owner, please follow the instructions contained in the accompanying management proxy circular.

COVID-19 NOTICE

The Corporation will be following stringent safety protocols for the Meeting as a result of the coronavirus pandemic ("COVID-19"). As a result, the Corporation is recommending that shareholders not physically attend the Meeting and is requesting that shareholders instead vote by proxy using the enclosed proxy form. However, if you wish to attend the Meeting in person nonetheless, please contact the Corporate Secretary ([email protected]) at least two business days in advance of the Meeting so that the applicable safety protocols may be sent to you. No shareholder who is experiencing any symptoms of COVID-19, including, but not limited to, fever, coughing or difficulty breathing, will be permitted to attend the Meeting. The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments with respect to COVID-19.

In order to provide some accommodation to those shareholders unable or unwilling to attend in person, and given the above recommendation, the Corporation has set up a video conference facility for shareholders and guests to log in and view or listen to the Meeting (the "Conference Facility"), the particulars of which are set out below. The scrutineer representing the Corporation's transfer agent, Computershare Investor Services Inc., will be scrutineering the Meeting remotely and will be attending the Meeting via the Conference Facility. Following the completion of the formal part of the Meeting, the President and Chief Executive Officer of the Corporation, Louis-Pierre Gignac, will make a presentation about the Corporation's developments. Those shareholders and guests participating through the Conference Facility will be able to ask questions to Mr. Gignac.

Participation through the Conference Facility will not constitute attendance at the Meeting and voting will not be permitted through the Conference Facility. The Meeting has not been set up as a "virtual meeting". The Corporation is providing the Conference Facility as a means for those participating through the Conference Facility to follow the Corporation's above recommendation regarding COVID-19 and to ask questions to and receive responses from Mr. Gignac relating to the business of the Corporation.

You must therefore complete the proxy form if you are attending the Meeting by means of the Conference Facility and wish to vote at the Meeting.

Shareholders and guests may participate through the Conference Facility by joining the Meeting from a PC, Mac, iPad, iPhone or Android device by clicking or entering the following URL into your web browser:

https://zoom.us/j/2587674504?pwd=TVFPL2ZLM3R3WGJjelpqd3Fhankxdz09

Meeting ID: 258 767 4504 Passcode: aU1zKt One tap mobile +12532158782,,2587674504#,,,,*376742# US (Tacoma) +13017158592,,2587674504#,,,,*376742# US (Washington DC) Dial by your location +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Washington DC) +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 646 558 8656 US (New York) +1 669 900 9128 US (San Jose) +1 778 907 2071 Canada +1 587 328 1099 Canada +1 647 374 4685 Canada +1 647 558 0588 Canada Meeting ID: 258 767 4504 Passcode: 376742 Find your local number: https://zoom.us/u/auoPl9CaR

MANAGEMENT PROXY CIRCULAR

A. VOTING INFORMATION

PROXY SOLICITATION

This management proxy circular (the "Circular") is provided in connection with the solicitation of proxies by the management of G MINING VENTURES CORP. ("we", "us" or the "Corporation") for use at the annual general and special meeting of shareholders of the Corporation (the "Meeting") to be held on Friday, May 13, 2022 at the place and time and for the purposes set forth in the foregoing notice of Meeting (the "Notice") and at any adjournment or postponement thereof. In this Circular, unless otherwise indicated, the financial information set out is dated as at December 31, 2021, while all other information set out is dated as at April 7, 2022. All dollar amounts indicated herein are stated in Canadian dollars.

The solicitation of proxies by this Circular is being made by or on behalf of the management of the Corporation. Management will solicit proxies primarily by mail, but proxies may also be solicited by telephone, email, and facsimile, in writing or in person by our directors, officers, employees and agents (without receiving any compensation for such solicitation).

COVID-19 NOTICE

Participation through the Conference Facility will not constitute attendance at the Meeting and voting will not be permitted through the Conference Facility. The Meeting has not been set up as a "virtual meeting". The Corporation is providing the Conference Facility as a means for those participating through the Conference Facility to follow the Corporation's above recommendation regarding COVID- 19 and to ask questions to and receive responses from Mr. Gignac relating to the business of the Corporation.

You must therefore complete the proxy form if you are attending the Meeting by means of the Conference Facility and wish to vote at the Meeting.

https://zoom.us/j/2587674504?pwd=TVFPL2ZLM3R3WGJjelpqd3Fhankxdz09 Meeting ID: 258 767 4504 Passcode: aU1zKt

One tap mobile +12532158782,,2587674504#,,,,*376742# US (Tacoma) +13017158592,,2587674504#,,,,*376742# US (Washington DC) Dial by your location +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Washington DC) +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 646 558 8656 US (New York) +1 669 900 9128 US (San Jose) +1 778 907 2071 Canada +1 587 328 1099 Canada +1 647 374 4685 Canada +1 647 558 0588 Canada Meeting ID: 258 767 4504 Passcode: 376742 Find your local number: https://zoom.us/u/auoPl9CaR

NOMINATION OF PROXYHOLDERS

The persons named as proxyholders in the enclosed proxy form are officers and directors of the Corporation. A shareholder entitled to vote at the Meeting has the right to appoint a person or corporation other than the persons named in the enclosed proxy form to attend and act on his or her behalf at the Meeting or any adjournment or postponement thereof. To exercise this right, the shareholder must insert the name of that person or corporation in the space provided for that purpose in the proxy form and strike out the other names or complete and deliver another appropriate form of proxy. A person or corporation named as proxyholder need not be a shareholder of the Corporation.

The shareholder who is an individual must sign his or her name as it appears on the proxy. If the shareholder is a corporate body, the proxy form must be signed by an officer or a duly authorized attorney of this corporate body. Also, for the shareholder who is a corporate body, any individual accredited by a certified resolution of the directors or management of such corporate body may represent the latter at the Meeting and may apply all the shareholder's powers, without a proxy.

If the common shares are registered in the name of more than one holder, then all those registered holders should sign the proxy form. When those persons hold common shares jointly, one of those shareholders present or represented by proxy at the Meeting may, in the absence of the others, exercise the voting right attached to those common shares. If two or more of such shareholders are present or represented by proxy at the Meeting, they must vote as one the number of common shares indicated on the proxy.

If the common shares are registered in the name of a receiver, director or trustee, these persons must sign the exact name appearing in the ledger. If the common shares are registered in the name of a deceased shareholder, the name of the shareholder must be printed in block letters in the space provided for that purpose. The proxy form must be signed by the legal representative, who must print his or her name in block letters under his or her signature, and proof of his or her authority to sign on behalf of the shareholder must be appended to the proxy form. A person acting for a shareholder as administrator of the property of others may participate in and vote at the Meeting.

In many cases, the common shares belonging to a beneficial owner are registered in the name of a securities broker, another intermediary or a clearing agency. Beneficial owners should carefully read the section of this Circular entitled "Special Voting Instructions for the Benefit of Beneficial Owners" of this heading and carefully follow the directions given by their intermediaries.

EXERCISE OF VOTING RIGHTS BY PROXYHOLDERS

For any item listed in the Notice, the persons named as proxyholders in the enclosed proxy form will exercise the voting rights attached to the common shares for which they have been nominated in accordance with the instructions received from the shareholders they represent, including by means of a vote by show of hands or a ballot. If no specific instruction has been given by any shareholder, the voting rights attached to his or her common shares will be exercised in favour of adopting the items listed in the Notice. The persons named as proxyholders will have discretionary authority with respect to amendments or variations to matters identified in the Notice and other matters which may properly come before the Meeting provided that (i) the management of the Corporation is not aware of any of those amendments, variations or other matters to be presented for action at the Meeting within a reasonable time before the beginning of the solicitation of proxies and (ii) a specific statement is made in this Circular or in the form of proxy that the proxy is conferring such discretionary authority. However, the persons named as proxyholders do not have such discretionary authority to vote at any meeting other than the Meeting, or any adjournment or postponement thereof. As of the date of this Circular, the directors of the Corporation have no knowledge of any amendment to the items listed in the Notice nor of any other item that may be brought before the Meeting in due form.

RETURN OF PROXY

Shareholders must deliver the completed form of proxy to: (a) to the office of the Corporation's registrar and transfer agent, Computershare Investor Services Inc. (the "Transfer Agent"), Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by facsimile to 1-866-249-7775 (within North America) or (416) 263-9524 (outside North America); or (b) by facsimile, hand or by mail to the Corporation's principal place of business at the 7900 W. Taschereau Blvd., D Building, Suite 210, Brossard, Québec J4X 1C2 (attention: Corporate Secretary); in each case, no later than 10:00 a.m., Eastern Time, on Wednesday, May 11, 2022 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the date and time to which the Meeting has been rescheduled if it has been adjourned or postponed).

RIGHT TO REVOKE PROXIES

The shareholder who grants a proxy is at liberty to revoke such proxy by filing a written notice of revocation, including another proxy form indicating a later date, signed by the shareholder or his or her proxyholder duly authorized in writing. If the shareholder is a corporate body, this written notice of revocation and proxy form must be signed by a duly authorized officer or representative thereof. The document appointing a proxyholder operates the revocation of any prior document appointing another proxyholder.

The written notice of revocation, including the proxy form, must be sent to (i) Computershare Investor Services Inc., attention: Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or by facsimile to 1-866-249- 7775 (within North America) or (416) 263-9524 (outside North America) by no later than the last clear business day preceding the Meeting or any adjournment or postponement thereof, (ii) the Corporation's principal place of business at the 7900 W. Taschereau Blvd,. D Building, Suite 210, Brossard, Québec J4X 1C2 (attention: Corporate Secretary) on the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or (iii) the President of the Meeting on the day of the Meeting or of any adjournment or postponement thereof, or in any other manner permitted by law.

If you are a non-registered shareholder, you may revoke voting instructions that you have given to your intermediary at any time by written notice to the intermediary. However, your intermediary may be unable to take any action on the revocation if you do not provide your revocation sufficiently in advance of the Meeting.

SPECIAL VOTING INSTRUCTIONS FOR THE BENEFIT OF BENEFICIAL OWNERS

The information provided in this section is of considerable importance for many shareholders, because a large number of them hold common shares through securities brokers or their nominees and not in their own names. These shareholders (hereinafter the "Beneficial Owners") must be aware of the fact that only proxies filed by shareholders whose names appear in the Corporation's ledger as registered holders of common shares may be recognized and may benefit from the right to vote at the Meeting. If the common shares are registered in a statement that is remitted to the shareholder by a broker, in almost all cases, these common shares will not be registered in the shareholder's name in the Corporation's ledger. These common shares will likely be registered in the name of the broker or its nominee. In Canada, the majority of these common shares are registered in the name of CDS & Co. (the nominee of CDS Clearing and Depository Services Inc.) which acts as a depository for a good number of Canadian brokerage firms. The voting rights attached to the common shares held by brokers or their nominees may be exercised only according to

the Beneficial Owner's specific instructions. Brokers and their nominees are prohibited from exercising the voting rights attached to the common shares of their clients without specific voting instructions. In order for their common shares to be voted at the Meeting, Beneficial Owners must make sure that their specific instructions concerning the exercise of the voting rights attached to their common shares are conveyed to the appropriate person well before the Meeting.

According to National Instrument 54-101, intermediaries and brokers must obtain voting instructions from Beneficial Owners before a meeting of shareholders. Each intermediary and broker has its own rules concerning the mailing and forwarding of voting instruction forms ("VIFs"), meeting notices, proxy circulars as well as all other documents sent to shareholders for a meeting. These rules must be carefully followed by Beneficial Owners to ensure that the rights attached to their common shares can be exercised at the Meeting. The VIF remitted to Beneficial Owners by the intermediary or the broker is often the same as the one remitted to registered shareholders; however, its sole purpose is to obtain instructions for the intermediary or the broker on how to exercise the voting rights on behalf of the Beneficial Owner. A majority of intermediaries or brokers now delegate the responsibility of obtaining voting instructions from their clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge provides VIFs and mails them to the Beneficial Owners, and asks them to return the VIFs to Broadridge, or to call its toll-free number to exercise the voting rights attached to their common shares, or to go to its website at www.proxyvote.com to provide voting instructions. Broadridge then computes the results of all the voting instructions received and gives the appropriate instructions regarding the exercise of the voting rights attached to the common shares that will be represented at the Meeting. The Beneficial Owner who receives a VIF from Broadridge may not use such VIF to exercise the voting rights attached to his or her common shares directly at the Meeting. The VIF must be returned to Broadridge 48 hours before the Meeting so that the voting rights attached to the common shares can be exercised at the Meeting.

While a Beneficial Owner cannot be recognized directly at the Meeting for the purpose of exercising the voting rights attached to the common shares registered in the name of his or her broker or his or her broker's nominee, the Beneficial Owner may attend the Meeting as proxyholder for the registered shareholder and may, in this capacity, exercise the voting rights attached to the common shares. The Beneficial Owner wishing to attend the Meeting and indirectly exercise the voting rights attached to his or her common shares as proxyholders for the registered shareholder must enter his or her own name in the space provided in the VIF and return it to his or her broker (or his or her broker's nominee) in accordance with the instructions provided by the broker (or broker's nominee) before the Meeting. The Beneficial Owner can also write the name in the space provided in the VIF of someone else whom he or she wishes to attend the Meeting and vote on his or her behalf. Unless prohibited by law, the person whose name is written in the space provided in the VIF will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in the VIF or this Circular. The Beneficial Owner may consult a legal advisor if he or she wishes to modify the authority of that person in any way.

According to National Instrument 54-101, the Corporation has distributed copies of the Notice, this Circular and the proxy form (collectively, the "Meeting Materials") to clearing agencies and intermediaries for onward distribution to non-objecting Beneficial Owners. The Corporation will pay for the distribution of Meeting Materials to objecting Beneficial Owners. As permitted under National Instrument 54-101, the Corporation has used a non-objecting Beneficial Owners list to send the Meeting Materials to the owners whose names appear on that list.

The Meeting Materials were sent to both registered and non-registered owners of the common shares. If you are a non-registered owner, and the Corporation or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

QUORUM

Under the Corporation's general by-laws and subject to the provisions of the Canada Business Corporations Act ("CBCA"), as amended from time to time, the quorum is reached, irrespective of the number of people attending, if the holders of shares with more than fifteen percent (15%) of the voting rights are attending or being represented by

proxy at a shareholder meeting. The quorum must be reached at the opening of the shareholder meeting so that it is regularly constituted even if the quorum is not maintained during the course of such meeting. If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a specific time and place but may not transact any other business.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AT THE MEETING

Directors and executive officers of the Corporation may participate in the Corporation's stock option plan, the approval of which will be sought at the Meeting. The directors and executive officers therefore have an interest in the approval of the stock option plan. Each of the proposed nominees for election as a director of the Corporation also has an interest in his/her appointment.

Except as disclosed above, no director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no proposed nominee for election as a director of the Corporation, neither any associate or affiliate of any such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any items on the Meeting agenda.

VOTING SECURITIES AND PRINCIPAL HOLDERS

The Corporation's authorized capital is made up of an unlimited number of common shares without par value. As of April 4, 2022, 242,395,914 common shares were issued and outstanding.

Persons who are registered shareholders at the close of business on April 4, 2022, will be entitled to receive notice of, attend, and vote at the Meeting. A list of shareholders entitled to vote at the Meeting will be available for inspection on and after April 14, 2022, during usual business hours at the offices of the Corporation, located at 7900 W. Taschereau Blvd., Building D, Suite 210, Brossard, Québec, and will also be available for inspection at the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person, virtually or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a majority of at least 50%+1 of the votes cast will be required to pass an ordinary resolution, and a majority of at least 2/3 of the votes cast will be required to pass a special resolution.

To the knowledge of the Corporation's directors and executive officers, other than set out below, there are no persons or entities that directly or indirectly beneficially own or exercise control or direction over, common shares carrying more than 10% of all voting rights as of April 4, 2022.

Name of Shareholder	Number of Shares Beneficially Owned, Directly or Indirectly, orover which Control or Direction is Exercised	Percentage of Class (%)
Eldorado Gold Corporation	46,926,372	19.36

B. ITEMS ON MEETING AGENDA

PRESENTATION OF FINANCIAL STATEMENTS

The Corporation's annual consolidated financial statements for the (14-month) financial year ended December 31, 2021, and the external auditors' report thereon will be presented to the Meeting but will not be subject to a vote. The Corporation's financial statements and management's discussion and analysis for the (14-month) financial year ended December 31, 2021 will be available on the Corporation's website (www.gminingventures.com) and on the SEDAR website (www.sedar.com) in due course.

ELECTION OF DIRECTORS

The Corporation's articles of incorporation specify that the board of directors (the "Board") may be composed of a minimum of three and a maximum of 10 directors. The Corporation's general by-laws specify that the directors are elected annually by the shareholders and remain in office until the next annual meeting of the shareholders or until the election of their successor, unless they resign or their office becomes vacant by death, removal or other cause. A director whose term is expired may be re-elected.

The Corporation's management deems that all nominees will be capable of acting as directors. The Corporation's management has not been notified of any nominee who no longer wishes to serve in this capacity.

A majority vote rule is in effect for purposes of electing director nominees. For additional information on this topic, please see Section C of this Circular entitled the "The Board". The Board proposes the following seven individuals as nominees for directorship. Each nominee proposed by the Board is presently a director of the Corporation.

Louis Gignac Sr. Louis-Pierre Gignac David Fennell Elif Lévesque Norman MacDonald Jason Neal Sonia Zagury

Unless the shareholders provide instruction to the contrary or in the absence of specific instruction in this respect, the persons named as proxyholders in the enclosed proxy form intend to vote FOR the election of the nominees for directorship listed above.

APPOINTMENT OF EXTERNAL AUDITORS AND AUTHORIZATION GIVEN TO DIRECTORS TO SET THE AUDITORS' COMPENSATION

The external auditors of the Corporation are PricewaterhouseCoopers LLP ("PwC"). PwC have been the external auditors of the Corporation since January 11, 2021.

The Audit & Risk Committee and the Board recommend that the mandate of PwC be renewed until the Corporation's next annual meeting of shareholders or until a successor is nominated. To be validly adopted, the resolution concerning the renewal of PwC's mandate must be adopted by a simple majority of the votes cast by the shareholders present or represented by proxyholder at the Meeting.

The shareholders' approval will also authorize the Board to set the auditors' compensation.

Unless the shareholders provide instruction to the contrary or in the absence of specific instruction in this respect, the persons named as proxyholders in the enclosed proxy form intend to vote FOR the appointment of PwC as external auditors of the Corporation until the next annual meeting of shareholders and authorize the directors to set their compensation.

APPROVAL OF THE INCENTIVE STOCK OPTION PLAN

The only equity compensation plan which the Corporation currently has in place is the 2019 stock option plan (the "2019 Plan") which was approved at the annual general and special meeting of shareholders of the Corporation held on December 19, 2019. Its renewal was approved at the annual general and special meeting of shareholders of the Corporation held on December 15, 2020. By resolutions unanimously adopted on April 5, 2022, the Board approved an updated version of the 2019 Plan which incorporated minor edits of an administrative nature (the "Updated Plan").

The 2019 Plan was established to provide incentive to employees, officers, directors and consultants who provide services to the Corporation. Policy 4.4 of the TSXV Corporate Finance Manual ("Policy 4.4") requires that all issuers listed on the TSX Venture Exchange (the "TSXV") adopt a stock option plan if they wish to grant stock options and that all stock option plans that reserve a maximum of 10% of the issued and outstanding common shares at the time of grant (called a "rolling plan" under Policy 4.4) be approved and ratified by shareholders on an annual basis.

Management seeks shareholder approval for renewal of the 2019 Plan as the Updated Plan, in accordance with and subject to the rules and policies of the TSXV. The intention of management in proposing such renewal remains to increase the proprietary interest of employees, officers, directors and consultants in the Corporation and thereby aid the Corporation in attracting, retaining and encouraging the continued involvement of such persons with the Corporation. It is proposed that under the Updated Plan, the total number of common shares that may be reserved for issuance will be 10% of the issued and outstanding shares of the Corporation at the time of grant, less any shares reserved for issuance pursuant to the grant of stock options under any other share compensation arrangements. The Updated Plan complies with the current policies of the TSXV, and all capitalized terms below that are not defined in this Circular have the meanings given to them in Policy 4.4.

Terms of the Updated Plan

A copy of the Updated Plan is available on the Corporation's website, www.gminingventures.com, in the "Corporate Governance" section. Shareholders may also obtain copies of the Updated Plan from the Corporation prior to the Meeting on written request. The following is a summary of its material terms:

(a) The options are non-assignable and non-transferable (except that the Optionee's heirs or administrators can exercise any portion of the outstanding option, up to one year from the Optionee's death).
(b) The number of common shares subject to each option is determined by the Board provided that the Updated Plan, together with all other previously established or proposed share compensation arrangements, may not:
- x during any 12-month period, result in:
  - o the number of options granted to Insiders (as a group) exceeding 10% of the issued common shares of the Corporation; or
  - o the number of options granted to any one person exceeding 5% of the issued common shares of the Corporation; or
  - o the number of options granted to any one Consultant exceeding 2% of the issued common shares of the Corporation; or
  - o the number of options granted to all Persons retained to provide Investor Relations Activities of a number shares exceeding 2% of the issued common shares of the Corporation; or
- x result in the number of options granted to Insiders (as a group) exceeding 10% of the issued common shares of the Corporation.
(c) The exercise price of an option may not be set at less than the Discounted Market Price.
(d) The options may be exercisable for a period of up to 10 years, subject to extension where the expiry date falls within a "blackout period".
(e) Any options granted to an optionee who is an employee, officer, director or consultant shall expire on the one-year anniversary of such option holder ceasing to be employed, to hold office or to provide consulting services.
(f) Disinterested shareholder approval will be obtained for any reduction in the exercise price if the Optionee is an Insider of the Corporation at the time of the proposed amendment.

Shareholders will be asked at the Meeting to pass the following ordinary resolution approving the Updated Plan:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

(a) the updated 2019 Stock Option Plan of the Corporation, including the reserving for issuance thereunder at any time of a maximum of 10% of the issued common shares of the Corporation, be approved, ratified and confirmed; and

(b) any one director or officer of the Corporation is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in the opinion of such director or officer may be necessary or desirable to give effect to the foregoing."

Recommendation of the Board

The Board has reviewed and considered all facts respecting the approval of the Updated Plan, and unanimously recommends that the shareholders vote in favour of approving, ratifying and confirming the Updated Plan. An ordinary resolution requires the approval of a simple majority (50%+1) of the votes cast at the Meeting, in person, virtually or represented by proxy. Unless the shareholders provide instruction to the contrary or in the absence of specific instruction in this respect, the persons named as proxyholders in the enclosed proxy form intend to vote FOR the ordinary resolution approving, ratifying and confirming the Updated Plan.

C. THE BOARD

BIOGRAPHICAL NOTES

The following table provides certain information concerning each nominee for directorship: name, province, country of residence, position held, as the case may be, with the Corporation. It also provides the position held with the Audit & Risk Committee, the Environment, Social & Governance Committee (the "ESG Committee"), the Health & Safety and Technical Committee (the "HST Committee") and the Remuneration & Nomination Committee (the "R&N Committee"), as applicable, the month and year in which the nominee became a director of the Corporation, as the case may be, his/her current principal occupation, business or employment and the number of securities of each class of securities of the Corporation that he/she beneficially owns, controls or directs, directly or indirectly, as at the date of this Circular.

Louis Gignac Sr.Eng., M.Sc., D.Eng., ICD.D.Québec, Canada	Mr. Gignac Sr. has more than 45 years of experience in themining industry. He has been involved, during hisprofessional career, in the development and operations of
Chairman of the BoardDirector of the Corporationsince November 2020	some 20 mines throughout the Americas and West Africa.For 20 years, he served as President and CEO of CambiorInc., an intermediate public mining company listed both inCanada and the USA, and he was involved in many M&Atransactionsandfinancingsinadditiontoproject
Member of the ESG and HST Committees	development and operations management. He is also amember of the Canadian Institute of Corporate Directors
Number of common shares held: 4,500,000	("ICD"), the Ordre des Ingénieurs du Québec ("OIQ") andthe Canadian Institute of Mining ("CIM"). He holds a
Number of warrants (1) held: 550,000	Doctorate in Mining Engineering from the University ofMissouri Rolla, a Master's degree in Mineral Engineering
Number of stock options (2) held: 305,671	from the University of Minnesota, and a Bachelor of Sciencedegree in Mining Engineering from Laval University. He haspreviously served as a director to many public companies(Canada, USA and Australia) over the last 25 years andcurrently serves as a director of Franco-Nevada Corp.Mr. Gignac was inducted in the Canadian Mining Hall ofFame in 2016.

Louis-Pierre GignacP. Eng., M.Sc.A., CFAQuébec, CanadaPresident and Chief Executive Officer of theCorporationDirector of the Corporationsince December 2020Number of common shares held:20,607,000 (3)Number of warrants (1) held: 1,578,947 (3)Number of stock options (2) held: 3,778,257	Mr. Gignac has more than 20 years of experience in themining industry. His expertise includes managing projectdevelopment studies, providing open-pit expertise, financialmodeling, and economic evaluation of projects. He hascoordinated many mandates with numerous major miningcompanies ranging from early exploration evaluations tooperations optimization involving all fields of mining andgeology. He is a member of the OIQ and the CIM. He holdsa Bachelor of Mining Engineering from McGill Universityand a Master's degree of Applied Science in IndustrialEngineering from the École Polytechnique de Montréal andis a CFA Charterholder. Mr. Gignac also serves as a directorof Major Drilling Group International.
David FennellNassau, BahamasDirector of the Corporationsince November 2020	Mr. Fennell has over 35 years of experience in the miningindustry and has served as the Chairman of Reunion Goldsince its inception in 2003. He received a law degree fromthe University of Alberta in 1979 and practiced law until hefounded Golden Star Resources Ltd. in 1983. While at
Chairman of the HST CommitteeMember of the Audit & Risk Committee and ofthe R&N Committee	Golden Star Resources, he was instrumental in the discoveryand development of the Omai Gold Mine in Guyana and theRosebel Mine in Suriname. In 1998, Mr. Fennell becameChairman and CEO of Hope Bay Gold Corporation. He heldthis position through the merger of Hope Bay and MiramarMining Corporation and remained as Executive Vice
Number of common shares held: 905,263 (4)Number of warrants (1) held: 52,631 (4)Number of stock options (2) held: 305,671	Chairman and a director for the combined entity until itstakeover by Newmont Mining Corporation in 2008.Mr. Fennell also serves as Chairman of Reunion GoldCorporation, and he is a director of Sabina Gold & SilverCorp.
Elif LévesqueCPA, CGA, MBA, ICD.DQuébec, CanadaDirector of the Corporationsince November 2020Chairperson of the Audit & Risk CommitteeMember of the ESG and R&N Committees	Ms. Lévesque is a Chartered Professional Accountant withover 25 years of experience in finance, treasury and strategicmanagement in the mining industry and currently serves asFounder and CFO of Nomad Royalty Company Ltd. Prior toher current role, she was VP Finance and CFO of OsiskoGold Royalties Ltd. since its creation in 2014 through to2020. She held senior roles at Osisko Mining Corporationfrom 2008 to 2014, including as VP and Controller, andworked for six years at Cambior Inc., a leading intermediategold producer with mines in North and South America,which was later acquired by IAMGOLD Corporation.
Number of common shares held: 702,632	Ms. Lévesque also serves as a director of Cascades Inc.
Number of warrants (1) held: 26,316
Number of stock options (2) held: 305,671

Norman MacDonald, CFAOntario, CanadaDirector of the Corporationsince November 2020Member of the Audit & Risk Committee, and ofthe ESG and R&N CommitteesNumber of common shares held: 1,527,895Number of warrants (1) held: 78,947Number of stock options (2) held: 305,671	Mr. MacDonald has over 25 years of experience at naturalresource focused institutional investment firms and currentlyserves as a Portfolio Manager for the Invesco Energy Fundand Invesco Gold & Precious Metals Fund. Mr. MacDonaldbegan his investment career in 1994 at State Street Bank andTrust as a derivatives analyst. He later moved to OntarioTeachers' Pension Plan Board, where he worked for threeyears in progressive roles from research assistant to portfoliomanager. His next role was as a VP and Partner at Beutel,Goodman&Co.Ltd.PriortojoiningInvesco,Mr. MacDonald was a VP and Portfolio Manager at SalidaCapital Corp. Mr. MacDonald earned a Bachelor ofCommerce Degree from the University of Windsor and is aCFA Charterholder.
Jason Neal	Mr. Neal joined Kirkland Lake Gold as Executive Vice
Ontario, Canada	President in 2021, responsible for Corporate Development,Business Improvement, Capital Projects and Investor
Director (and Lead Director) of the Corporation	Relations. He was previously President & CEO of TMAC
since December 2020	Resources for three years prior to the company being sold to
Chairman of the R&N Committee	Agnico Eagle. He is a veteran mining investment banker,having joined BMO Capital Markets at the start of 1997 after
	graduating from Simon Fraser University with a Bachelor of
Member of the Audit & Risk Committee and of	Business Administration, and working his entire career
the HST Committee	focused exclusively on the metals and mining industry.Mr. Neal was promoted to Co-Head and Managing Director
Number of common shares held: 3,576,658	of the Global Metals and Mining Group in 2010, providing
	leadership to a team operating in offices located in Toronto,
Number of warrants (1) held: 131,579	Vancouver, London, New York, Beijing and Melbourne.Mr. Neal was employed with BMO Capital Markets
Number of stock options (2) held: 305,671	immediately prior to joining TMAC.
Sonia Zagury, M. Econ.	Ms. Zagury is a senior finance executive with nearly 30
Rio de Janeiro, Brazil	years of experience in the mining industry. She recently
Director of the Corporation	retired as executive of, and now works as consultant for,
since December 2021	Vale S.A. following a distinguished 29-year career with thatcompany. While at Vale, she led the Treasury and Corporate
	Finance function for 10 years, where she led an international
Chairperson of the ESG Committee	team and oversaw planning, negotiations and execution of
Member of the Audit & Risk Committee and of	Vale's corporate and project funding objectives. Morerecently, Ms. Zagury was Vale's Head of New Business
the HST Committee	Development (2018-2021), focusing on projects with strong
	ESG content. Ms. Zagury currently serves as Chairman of
Number of common shares held: nil	Companhia Siderúrgica do Pecém (CSP), a bi-national jointventure between Vale and South Korea's Dongkuk Steel
Number of warrants (1) held: nil	Mill Co, Ltd. and POSCO, and is a director of MRS
	Logística S.A., and Steamship Insurance Management
Number of stock options (2) held: 305,671	Services Ltd.

Notes:

(1) Common share purchase warrants, each warrant entitling its holder to purchase one common share of the Corporation at a price of $1.90 until

September 15, 2024. (2) Granted pursuant to the 2019 Plan. (3) Indirectly, through Life of Mine Investments Inc. (4) Indirectly, through Laurentian Mountains Investments Limited.

The information on the common shares beneficially owned by the aforementioned individuals or over which they exercise control or direction was provided by the proposed nominees for directorship.

MAJORITY VOTE

The Board has adopted, on January 26, 2021, a majority voting policy (the "Policy") governing uncontested elections of directors. The Board believes that each director should have the confidence and support of the shareholders of the Corporation. For the election of directors, if with respect to any director nominee the number of votes withheld exceeds the number of votes for the nominee, then, for the purpose of giving effect to the Policy, the relevant nominee will be considered not to have received the confidence and support of the shareholders, even though duly elected as a matter of corporate law. Under such circumstances, the director nominee will be required to immediately tender his or her resignation as a director, to be effective on acceptance by the Board.

The Board will consider the tendered resignation and announce by news release its decision whether or not to accept that resignation and the reasons for its decision no later than 90 days after the date of the relevant shareholders' meeting (and will provide a copy of the news release to the TSXV). The Board will accept the tendered resignation absent exceptional circumstances. In considering whether or not to accept the tendered resignation, the Board will consider all factors that it deems in its discretion to be relevant. A director who tenders his or her resignation pursuant to the Policy will not be permitted to participate in any Board or committee meeting at which his or her resignation is to be considered.

Subject to any corporate law restrictions, the Board may (1) leave a vacancy in the Board unfilled until the next annual general meeting, (2) fill the vacancy by appointing a new director who the Board considers to merit the confidence of the shareholders, or (3) call a special meeting of shareholders to consider new Board nominee(s) to fill the vacant position(s). In the event that any director refuses to tender his or her resignation in accordance with the Policy, he or she will not be re-nominated for election by the Board.

CEASE TRADE ORDER, BANKRUPTCIES, PENALTIES AND SANCTIONS

To the knowledge of the members of the Board and based on the information provided by the nominees for directorship, except as set out below, none of these nominees:

(a) is, as at the date of this Circular, or has been, within ten years before this date, a director, chief executive officer or chief financial officer of any corporation, including the Corporation, which has been subject to one of the following orders:
- (i) a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or
- (ii) a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, after the nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the nominee exercised these duties; or
(b) is, as at the date of this Circular, or has been within ten years before this date, a director or executive officer of any corporation, including the Corporation, that, while that nominee was acting in that capacity, or within a year of that nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,

arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee; or

(d) has been imposed any penalties or sanctions by a court pursuant to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been imposed any penalties or sanctions by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a nominee for directorship.

Notwithstanding the above, under a settlement agreement dated November 30, 2017, Louis Gignac Sr. resolved concerns of the Authorité des marchés financiers ("AMF") regarding a trade in shares of another issuer made in 2015. The AMF and Mr. Gignac agreed in the settlement agreement that Mr. Gignac traded shares in error while in possession of privileged information, as defined in the Securities Act (Québec) (the "Québec Act"). The AMF and Mr. Gignac agreed that Mr. Gignac self-reported his trading to the AMF, fully cooperated with the AMF and that Mr. Gignac had no intention of trading with privileged information. Mr. Gignac agreed to pay an administrative fine of $94,369 under section 204 of the Québec Act to fully resolve the matter.

D. NAMED EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION DISCUSSION AND ANALYSIS

On September 23, 2021, the Board approved a change of the year-end of the Corporation from October 31 to December 31, such that 2021 financial year for the Corporation was a 14-month period ended December 31, 2021. Compensation figures presented in this Circular for the 2021 financial year take such change into account.

The Corporation is a TSXV-listed issuer and this section of this Circular is therefore presented in accordance with National Instrument 51-102 – Continuous Disclosure Obligations and Form 51-102F6V – Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V").

NAMED EXECUTIVE OFFICERS

In this section of this Circular, "Named Executive Officers" or "NEOs" means, collectively, the following persons:

(a) each individual who served as the Chief Executive Officer ("CEO") of the Corporation during any part of the most recently completed financial year (being the financial year running from November 1, 2020, to December 31, 2021);
(b) each individual who served as the Chief Financial Officer ("CFO") of the Corporation during any part of the most recently completed financial year;
(c) the most highly compensated executive officers of the Corporation, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation exceeded $150,000; and
(d) each individual for whom disclosure would have been provided under (c), except that the individual was not serving as an executive officer of the Corporation at the end of the most recently completed financial year.

Consequently, the NEOs for the purposes of this section of this Circular are:

Dominic Verdejo, the former CEO of the Corporation who resigned from such position as of November 25, 2020;
P. Joseph Meagher, the former CFO of the Corporation who resigned from such position as of December 15, 2020;
Louis-Pierre Gignac, the current CEO of the Corporation who was appointed to such position as of November 25, 2020, but whose compensation in such capacity only commenced as of January 1, 2021;
Julie Lafleur, the current CFO of the Corporation who was appointed to such position as of December 15, 2020, but whose compensation in such capacity only commenced as of January 1, 2021; and
Dušan Petkoviü, the current Vice President, Corporate Development & Investor Relations of the Corporation who was appointed to such position on April 6, 2021.

OVERSIGHT AND DESCRIPTION OF DIRECTORS' AND NAMED EXECUTIVE OFFICERS' COMPENSATION

On December 15, 2020, the Board established the Remuneration & Nomination Committee which is comprised entirely of independent directors and is responsible, inter alia, for thoroughly analyzing and making recommendations to the Board pertaining to the compensation of the directors and the Named Executive Officers. The Board ultimately establishes such compensation, with Louis-Pierre Gignac abstaining from discussing and voting on any Board resolutions relating to his own compensation (including base salary and annual adjustments thereto) as President and Chief Executive Officer.

The compensation of the Corporation's Named Executive Officers has been established with a view to attracting and retaining persons critical to the Corporation's short- and long-term success and to continuing to provide to such persons with compensation that is in accordance with existing market standards generally, having regard for the Corporation's current stage of development. The Board believes that, overall, the executive compensation is balanced to avoid the potential risk of maximizing compensation without regard for the risks assumed by the Corporation (including the fact that the Corporation has yet to generate revenue on a commercial basis).

Through its compensation practices, the Corporation seeks to provide value to its shareholders through a strong executive leadership. Specifically, the Named Executive Officers' compensation structure seeks to:

(i) attract and retain talented and experienced executives necessary to achieve the Corporation's strategic objectives;
(ii) motivate and reward Named Executive Officers whose knowledge, skills and performance are critical to the Corporation's success;
(iii) align the interests of the Named Executive Officers and the Corporation's shareholders by motivating Named Executive Officers to increase shareholder value; and
(iv) provide a competitive compensation package in which a significant portion of total compensation is determined by corporate and individual results, the creation of shareholder value and the creation of a shared commitment among Named Executive Officers by coordinating their corporate and individual goals.

Within the context of the overall objectives of the Corporation's compensation practices and having regard for its current stage of development, the Corporation determined the specific amounts of compensation to be paid to each of its Named Executive Officers based on a number of factors, including mainly:

A. the Corporation's understanding of the amount of compensation generally paid by companies in the mining industry and companies transforming natural resources using high technology processes, to their own Named Executive Officers with similar roles and responsibilities;
B. the performance of each Named Executive Officer during the financial year as measured against corporate and individual performance criteria;
C. the roles and responsibilities of each Named Executive Officer, having regard for the Corporation's current stage of development and its overall start-up context (e.g. acquisition in 2021 of its first significant development project, completion of an updated feasibility study as a NI 43-101 Technical Report in respect of that project, and performance of work leading to a construction decision for such project);
D. the individual experience and skills of, and expected contributions from, each Named Executive Officer, having regard for the Corporation's current stage of development and its overall outlook; and
E. the amounts of compensation being paid to the other Named Executive Officers.

Base Salary

The Corporation's approach is to pay its Named Executive Officers a base salary that is competitive with those of other executive officers in similar companies while taking into account its current stage of development. The Corporation believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Corporation also believes that attractive base salaries can motivate and reward Named Executive Officers for their overall performance. The base salary of each Named Executive Officer is reviewed annually, and it may be adjusted in accordance with the market conditions or the terms of such Named Executive Officer's employment agreement.

The Corporation has entered into written employment agreements with its Named Executive Officers. The base salaries of the Named Executive Officers were determined by resolutions adopted by the Board which were based on its understanding of base salaries for comparable positions at similarly situated companies at the time.

Base salaries were based on the experience and skills of, and expected contribution from, each Named Executive Officer, his/her role and responsibilities and other factors. Evaluations of base salary and annual adjustments, if any, to the base salary of each Named Executive Officer are analyzed within the context of the terms and conditions of the employment agreements entered into between the Corporation and each of the latter. The base salary and annual adjustments are approved by the Board.

Annual Cash Incentive Bonuses

The Corporation has established a short-term incentive program ("STIP") (annual bonus) for the (14-month) financial year ended December 31, 2021. Under their respective employment terms and the STIP, each Named Executive Officer was eligible to receive an annual cash incentive bonus in an amount calculated on the basis of the target percentage of his/her base salary up to a maximum specified percentage, based on his/her performance and attainment of objectives, and subject to the Corporation's financial situation. The specific percentages are as follows:

	STIP Range	STIP Target
President & Chief Executive Officer	0-125%	100%
Vice President, Finance & Chief Financial Officer	0-70%	50%
Vice President, Corporate Development & Investor Relations	0-125%	100%

Overall, the primary objective of the Corporation's bonus payments is to motivate and reward its Named Executive Officers for meeting the Corporation's short-term objectives using performance-based compensation guidelines with objectively determinable goals. Under the STIP adopted for the (14-month) financial year ended December 31, 2021, bonuses were primarily based, on a 50-50 basis, upon:

A. the performance and accomplishments of each Named Executive Officer individually; and
B. the Corporation's performance.

There were bonuses paid to the Corporation's Named Executive Officers during the (14-month) financial year ended December 31, 2021. For additional information regarding the amount of those bonuses, please see the Table of Compensation below. The individual component (50% of total) of each Named Executive Officer's bonus was determined by such individual's performance and accomplishments during the (14-month) financial year ended December 31, 2021, as analyzed, reviewed and approved by the Board and set out hereinbelow:

President & CEO Accomplishments

x Recruitment of a competent and well-rounded executive team
x Identification and due diligence review of over 25 potential assets to acquire
x Detailed due diligence, valuation, and complex negotiation related to the acquisition of the TZ(1) Project
x Investor presentations and marketing efforts allowing for successful equity financing
x Initiation of exploration drilling program
x Planning and execution of Feasibility Study Update on TZ Project
x Integration of local Brazilian team and additional hiring of local workforce
x Initiation of procurement activities for long lead items on attractive terms

Vice President, Finance & CFO Accomplishments

x Fiscal due diligence and structuring of acquisition of the TZ Project
x Successful transition of financial reporting from previous Kanadario Gold Inc. management team
x Appointment of a new auditor (PwC)
x Completion of proper regulatory filings (tax, financial, Cameron Lake project, ESTMA)
x Integration of local Brazilian finance team

Vice President, Corporate Development & Investor Relations Accomplishments

x Identification and due diligence review of over 25 potential assets to acquire
x Due diligence, valuation, and structuring related to the acquisition of the TZ Project
x Investor presentations and marketing efforts allowing for successful equity financing
x Establishment of relationships with financial institutions
x Initiation of analyst coverage by Sprott and BMO
x Redesign of corporate image (website and presentations).

(1) Tocantinzinho Project, located in Brazil, and acquired from Eldorado Gold Corporation on October 27, 2021.

The corporate component (50% of total) of each Named Executive Officer's bonus was based on the Corporation's performance and accomplishments during the (14-month) financial year ended December 31, 2021, as analyzed, reviewed and approved by the Board and set out hereinbelow:

Corporate Accomplishments

x Acquisition of the TZ Project for US$115 million, consisting of US$55 million of initial consideration and US$60 million in deferred consideration
x Equity financing of C$70.5 million and broadening of the institutional investor base (+20 funds)
x Initiation of analyst coverage by Sprott and BMO with buy recommendations and respective price targets of $1.55 per share and $1.60 per share
x Establishment of a new corporate governance framework (Q1 2021) including the creation of Board committees and adoption of charters specifying their respective mandates; adoption of Code of Ethics and numerous corporate policies, and determination and enforcement of appropriate working framework governing the GMIN(1)-GMS relationship

(1) G Mining Ventures Corp.

Pension Plan Benefits

The Corporation does not offer any pension plan benefits to any of its directors and officers.

Option-Based Awards

The Corporation's granting of options to Named Executive Officers under the Corporation's stock option plan is a method of compensation which is used to attract and retain personnel and to provide an incentive to participate in the long-term development of the Corporation and to increase shareholder value. The relative emphasis of options for compensating Named Executive Officers will generally vary based on the position held, the global compensation and comparisons with industry peers. The Corporation generally expects that future grants of options should be based on the following factors:

i. the terms and conditions of the employment agreements of Named Executive Officers;
ii. each Named Executive Officer's past performance;
iii. each Named Executive Officer's anticipated future contribution;
iv. the prior options grants to each Named Executive Officer;
v. the percentage of equity owned by each Named Executive Officer;
vi. the level of vested and unvested options held by each Named Executive Officer; and
vii. the market practices (as they evolve over time) and each Named Executive Officers' respective responsibilities and performance.

The Corporation has not set specific target levels for the granting of options to Named Executive Officers but seeks to be competitive with similar companies in its industry. For a summary of the main terms and conditions of the Corporation's stock option plan defined as the Updated Plan, see "Approval of the Incentive Stock Option Plan" above.

Compensation Governance

On December 15, 2020, the Board established the Remuneration & Nomination Committee that is comprised entirely of independent directors responsible, inter alia, for establishing the compensation of the Named Executive Officers and making recommendations to the Board in respect of related matters. The current members of the Remuneration & Nomination Committee are Jason Neal, Chairman of the committee, David Fennell, Elif Lévesque and Norman MacDonald.

During the (14-month) financial year ended December 31, 2021, the Corporation did not retain any advisors or consultants to assist management on remuneration matters with respect to directors and Named Executive Officers.

Summary Compensation Table – Named Executive Officers

The following table details all (non-securities) compensation earned by the Corporation's Named Executive Officers for the financial years ended October 31, 2019, October 31, 2020, and December 31, 2021. These amounts include salary and other forms of remuneration.

Table of Compensation excluding Compensation Securities
Name and Position	Year	Salary, ConsultingFee, Retainer orCommission($)	Bonus($)	Committee orMeeting Fees($)	Value ofPerquisites (1)($)	Value of all OtherCompensation($)	TotalCompensation($)
Louis-Pierre Gignac,President, Chief ExecutiveOfficer and Director	202120202019	300,000 (2)--	270,000 (6)--	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	570,000--
Julie Lafleur,Vice President, Finance &Chief Financial Officer	202120202019	200,000 (2)--	100,000 (6)--	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	300,000--
Dušan Petkoviü,Vice President, CorporateDevelopment & InvestorRelations	202120202019	181,731 (3)--	187,500 (6)--	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	369,231--
Dominic Verdejo, FormerPresident, Chief ExecutiveOfficer and Director	202120202019	Nil14,000 (4)Nil	NilNilNil	-Nil (7)Nil (7)	N/AN/AN/A	N/AN/AN/A	Nil14,000Nil
P. Joseph Meagher,Former Chief FinancialOfficer, CorporateSecretary and Director	202120202019	Nil37,000 (5)Nil	NilNilNil	-Nil (7)Nil (7)	N/AN/AN/A	N/AN/AN/A	Nil37,000Nil

Notes:

(1) The value of perquisites and benefits, if any, was less than 10% of the NEOs' respective salaries for the (14-month) financial year ended December 31, 2021.

(2) While Mr. Gignac and Ms. Lafleur were appointed to their respective capacities as of November 25, 2020, and December 15, 2020, respectively, the Corporation started compensating them as such on January 1, 2021.

(3) Mr. Petkoviü was appointed to his current capacity on April 6, 2021. (4) Consulting fees paid to 0910978 BC Ltd., a company controlled by Mr. Verdejo. He resigned as President, Chief Executive Officer and director of the Corporation as of November 25, 2020. Mr. Verdejo did not enter into any employment agreement with the Corporation for the financial years ended October 31, 2019, October 31, 2020, and December 31, 2021.
(5) Professional fees paid to Meagher Consulting Inc., a company controlled by Mr. Meagher. He resigned as director of the Corporation as of November 25, 2020, and as Chief Financial Officer and Corporate Secretary of the Corporation as of December 15, 2020. Mr. Meagher did not enter into any employment agreement with the Corporation for the financial years ended October 31, 2019, October 31, 2020, and December 31, 2021.
(6) Bonuses (earned during the year ended December 31, 2021, and paid in early 2022) were determined as per the guidelines set out above under "Annual Cash Incentive Bonuses", and were approved according to the following parameters (the "%" represents the percentage of base salary):

Named Executive Officer	2021 BaseSalary ($)	STIPRange	STIP Target(%)	Board-ApprovedSTIP (%)	ApplicableMonths
President & CEO	300,000	0-125%	100%	90%	12
Vice President, Finance & Chief FinancialOfficer	200,000	0-70%	50%	50%	12
Vice President, Corporate Development &Investor Relations	250,000	0-125%	100%	100%	9

(7) For the financial years ended October 31, 2019, October 31, 2020, and December 31, 2021, no annual retainer was paid to Messrs. Verdejo and Meagher in their capacities as directors, and no fees were paid for meetings of the Board and the audit committee attended by them.

Stock Options and Other Compensation Securities

The Corporation has adopted the Updated Plan under which stock options were granted. Stock options have been granted by the Board in compliance with applicable laws and regulatory policy. The TSXV policies limit the granting of stock options to employees, officers, directors and consultants of the Corporation and provide limits on the length of term, number and exercise price of such options. The TSXV also requires annual approval of stock option plans by shareholders (as a consequence of which the Updated Plan is being submitted for shareholders' approval at the Meeting – please see "Approval of the Incentive Stock Option Plan" above).

The following table sets forth all compensation securities granted or issued by the Corporation to each Named Executive Officer and each director in the (14-month) financial year ended December 31, 2021, for services provided or to be provided, directly or indirectly, to the Corporation.

Compensation Securities
Name and Position	Type ofCompensationSecurity	Number ofCompensationSecurities,Number ofUnderlyingSecurities, andPercentage ofClass	Date of Issue orGrant	Issue,Conversion orExercise Price($)	Closing Price ofSecurity orUnderlyingSecurity on Dateof Grant($)	Closing Price ofSecurity orUnderlyingSecurity at YearEnd($)	Expiry Date
Louis-Pierre Gignac,President, ChiefExecutive Officer andDirector	Stock Options (1)	2,000,000830,900	2021.01.262021.01.26	2.041.02	1.001.00	0.830.83	2031.01.262026.01.26
Julie Lafleur,Vice President, Finance& Chief Financial Officer	Stock Options (2)	277,000	2021.01.26	1.02	1.00	0.83	2026.01.26
Dušan Petkoviü,Vice President, CorporateDevelopment & InvestorRelations	Stock Options (3)	138,490 (4)516,900 (5)	2021.01.262021.04.02	1.020.90	1.000.90	0.830.83	2022.03.242026.04.02

Compensation Securities
Name and Position	Type ofCompensationSecurity	Number ofCompensationSecurities,Number ofUnderlyingSecurities, andPercentage ofClass	Date of Issue orGrant	Issue,Conversion orExercise Price($)	Closing Price ofSecurity orUnderlyingSecurity on Dateof Grant($)	Closing Price ofSecurity orUnderlyingSecurity at YearEnd($)	Expiry Date
Dominic Verdejo,Former President, ChiefExecutive Officer andDirector	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
P. JosephMeagher,Former Chief FinancialOfficer, CorporateSecretary and Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Directors (6)Louis Gignac Sr.Jason NealDavid FennellElif LévesqueNorman MacDonaldSonia Zagury	Stock OptionsStock OptionsStock OptionsStock OptionsStock OptionsStock Options	138,490138,490138,490138,490138,490138,490	2021.01.262021.01.262021.01.262021.01.262021.01.262021.12.22	1.021.021.021.021.021.02	1.001.001.001.001.000.79	0.830.830.830.830.830.83	2026.01.262026.01.262026.01.262026.01.262026.01.262026.01.26

Notes:

(1) The 2,000,000 stock options vest at the fifth year anniversary of the date of grant; the 830,900 stock options vest as to one third (1/3) per

year, starting at the first anniversary of the date of grant. (2) These stock options vest as to one third (1/3) per year, starting at the first anniversary of the date of grant. (3) The 138,490 stock options vest as to one third (1/3) per year, starting at the date of grant; given Mr. Petkoviü's resignation as director on March 25, 2021, the vested options at such time expired, unexercised, on March 24, 2022. The 515,900 stock options vest as to one third

(1/3) per year, starting at the first anniversary of the date of grant. (4) Stock options granted to Mr. Petkoviü in his capacity as director of the Corporation from December 15, 2020, to March 25, 2021. (5) Stock options granted to Mr. Petkoviü in his capacity as officer of the Corporation.

(6) These stock options vest as to one third (1/3) per year, starting at the date of grant (regarding Ms. Zagury, they vest as to one third on the date of grant, one third as of January 26, 2022, and January 26, 2023).

Exercise of Compensation Securities by Directors and NEOs

The following table sets forth all exercises of stock options by a Named Executive Officer or a director of the Corporation during the (14-month) financial year ended December 31, 2021.

Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type ofCompensationSecurity	Number ofUnderlyingSecuritiesExercised	ExercisePrice perSecurity($)	Date ofExercise	Closing Priceper Securityon Date ofExercise($)	DifferenceBetweenExercise Priceand ClosingPrice on Date ofExercise($)	Total Valueon ExerciseDate($)
Dominic Verdejo,Former President, ChiefExecutive Officer andDirector	Stock Options	100,000	0.15	2020.11.25	1.29	1.14	114,000
P. JosephMeagher,Former Chief FinancialOfficer, CorporateSecretary and Director	Stock Options	200,000	0.15	2020.11.25	1.29	1.14	228,000

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category	Number of securities tobe issued upon exerciseof outstanding options (1)	Weighted-average exerciseprice of outstandingoptions	Number of securities remainingavailable for future issuance underequity compensation plans (2)
Equity compensation plans approvedby securityholders	4,755,766	$1.41	18,825,325
Equity compensation plans notapproved by securityholders	None	N/A	N/A
Total	4,755,766	$1.41	18,825,325

The following table sets out equity compensation plan information as of December 31, 2021.

Notes:

(1) Assuming outstanding options are fully vested. (2) The number of common shares available for issuance under the Corporation's stock option plan, being the Updated Plan, is not to exceed 10% of the Corporation's issued and outstanding common shares on the date of any option award thereunder.

Executive Employment Agreements

An Executive Employment Agreement was entered into between the Corporation and each Named Executive Officer, effective as of January 1, 2021, for Mr. Gignac and Ms. Lafleur, and effective as of April 6, 2021, for Mr. Petkoviü. Each such agreement contains the following main provisions:

(a) the full position description for each NEO as approved by the Board;
(b) each NEO's obligations to act in the Corporation's best interests and to comply with its Code of Ethics & Business Conduct, and his/her work location;
(c) the compensation and benefits for each NEO (salary, vacations, STIP, Updated Plan and eventual participation in any additional long-term incentive plan, reimbursement of professional fees and work-related out-of-pocket expenses);
(d) each NEO's obligation regarding confidential information and intellectual property of the Corporation, as well as non-competition and non-solicitation provisions for one year following termination;
(e) the Corporation's entitlement to terminate at any time the employment of each NEO for serious reason (as defined therein);
(f) the Corporation's entitlement to terminate at any time the employment of each NEO without serious reason; in such case, the terminated NEO will be entitled to receive the equivalent of 24 months of (i) base salary and (ii) the average STIP payment made in respect of the last two completed calendar years of employment (or otherwise the target STIP payment);
(g) each NEO's entitlement to resign, at any time, from his/her employment for any reason; in the event that such resignation occurs by reason of constructive dismissal, the terminated NEO will be entitled to receive the payments as provided under paragraph (f) above; and
(h) each NEO benefits from a collective insurance plan and is provided with a cellular telephone, a portable computer and any other equipment required to fulfill his/her duties and obligations.

In addition to the foregoing, each Executive Employment Agreement includes provisions compensating the NEO in the event of a change of control (as defined therein), which aims to reaffirm the dedication of each of the NEOs and to set out the respective rights and obligations of the Corporation and the NEOs on the termination of employment of

the NEOs subsequent to a change of control and within 12 months thereafter. If, upon a change of control or within 12 months thereafter, the NEO's employment is terminated (i) by the Corporation other than for serious reason, or (ii) by the NEO in response to an improper change (e.g., a reduction of base salary or a series of changes in the responsibilities of the NEO, without his/her consent, such that they become of lesser importance), the following provisions shall apply:

(a) the payment of an amount equal to twice (i) his/her base salary and (ii) the average STIP payment made in respect of the last two completed calendar years of employment (or otherwise the target STIP payment); which, based on their current salary and bonus structure (using the target STIP), if triggered as of April 7, 2022, would result in following (gross) payments being made: Mr. Gignac - $1,200,000, Ms. Lafleur - $624,000, Mr. Petkoviü - $1,040,000;
(b) the survival of his/her benefits (collective insurance) for the earlier of (i) a period of 12 months plus three months for each year of service, up to a maximum of 24 months following the employment termination, and (ii) the date on which the NEO commences employment with a new employer; and
(c) all stock options held by the NEO shall vest and be immediately exercisable and remain exercisable for the balance of their original terms.

Directors' Compensation

There was no compensation for directors acting in such capacity, during the financial years ended October 31, 2019, and 2020. The Remuneration & Nomination Committee is responsible for establishing the compensation to be paid to directors of the Corporation and to make recommendations in that regard for approval by the Board. The Board reviewed the compensation paid to directors in relation to the Corporation's financial situation. The remuneration terms for directors who are not Named Executive Officers are as follows:

Annual fee – Board members (other than Chairman and Lead Director)	$25,000
Annual fee – Chairman of the Board	$50,000
Annual fee – Lead Director	$40,000
Annual fee – Chairperson of Audit & Risk Committee	$10,000
Annual fee – Chairperson of Committees other than the Audit & Risk Committee	$5,000
Fees earned in the (14-month) financial year ended on December 31, 2021
Dušan Petkoviü (1)Louis Gignac Sr.David FennellElif LévesqueNorman MacDonaldJason NealSonia Zagury	$9,890$57,692$34,615$40,385$28,846$51,923Nil

(1) From December 15, 2020, to March 25, 2021.

In addition, directors are eligible to grants of stock options (see above, under "Stock Options and Other Compensation Securities"). All directors are entitled to be reimbursed for reasonable travel expenses incurred with respect to their attendance at meetings of the Board and of a committee of the Board.

Indebtedness of Directors and Executive Officers

As of April 7, 2022, no executive officer (including any NEO), director, proposed nominee for election as a director, associate of any such persons, or employee, former or present, of the Corporation was indebted to the Corporation or to another entity where the indebtedness was subject to a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

E. CORPORATE GOVERNANCE

Board Matters

(a) After examining the relationships of each director, the Board has determined that the following five director nominees are independent as defined in Section 1.4 of National Instrument 52-110 - Audit Committees ("NI 52-110"):

David Fennell, Elif Lévesque, Norman MacDonald, Jason Neal and Sonia Zagury.

(b) Louis-Pierre Gignac, as President and Chief Executive Officer of the Corporation, is not an independent director within the meaning of Section 1.4 of NI 52-110, because he is an executive officer of the Corporation.
(c) Certain directors are presently directors of other issuers that are also reporting issuers (or the equivalent) as indicated in their biographies outlined above (see above, under "Biographical Notes").
(d) At each regular Board and committee meeting (and during special Board meetings when deemed appropriate by the independent directors), time is set aside for the independent directors to meet separately from the nonindependent director and the management team, during in-camera sessions.
(e) The Chairman of the Board, Louis Gignac Sr., is not independent within the meaning of Section 1.4 of NI 52-110 as a result of his family relationship with Louis-Pierre Gignac, the President & Chief Executive Officer of the Corporation. In his capacity as Chairman, Mr. Gignac Sr. ensures that his role and responsibilities set out in the description of his position are discharged. The Chairman supports and promotes the Board's integrity and a culture where the Board works harmoniously in the long-term interest of the Corporation and its stakeholders. He also provides leadership independent of the Board as regards the governance of the Corporation and assumes the responsibilities described in the Charter of the Board (see hereinafter, under "Board and Committee Charters"). As the Chairman is not independent, the Board has appointed a Lead Director.
(f) Jason Neal is Lead Director of the Board and, in such capacity (without limitation):
- provides leadership to ensure that the Board functions independently of management and other nonindependent directors;
- works with the Chairman of the Board to ensure that the appropriate committee structure is in place and assisting the Remuneration & Nomination Committee in making recommendations for appointment to such committees;
- in the absence of the Chairman of the Board, chairs Board meetings;
- consults and meets with any or all of the independent directors, at the discretion of either party and with or without the attendance of the Chairman of the Board, and representing such directors, where necessary, in discussions with management on corporate governance issues and other matters; and
- conducts peer reviews through a process involving meeting with each director individually.
(g) Following each committee meeting, the committee chair must report to the Board and, more generally, he/she must take all reasonable measures to ensure that the committee assumes its responsibilities and fulfills its specific obligations.

Board and Committee Charters

On December 15, 2020, the Board adopted a formal written charter describing its duties, responsibilities and role as well as its expectations of individual directors and of management. As the Board delegates certain of its responsibilities and duties to Board committees, each such committee has also adopted its own charter (which also outlines each committee's role, duties and responsibilities). All charters also provide details on the Board's or committee's proceedings (notices of meeting, quorum, minutes, etc.). A copy of each charter is available on the Corporation's website, www.gminingventures.com, in the "Corporate Governance" section. The composition and meetings of the Board remain subject to the requirements set forth in the articles and by-laws of the Corporation, as well as in applicable laws and the rules of the TSXV.

Position Descriptions

On December 15, 2020, the Board has adopted formal written position descriptions for the Chairman of the Board, the Lead Director, the Chair of each Board committee, and the President & Chief Executive Officer. A copy of each such description is available on the Corporation's website, www.gminingventures.com, in the "Corporate Governance" section. Position descriptions were also adopted in respect of the following officers and are annexed to their respective Executive Employment Agreement (as indicated above):

Vice President, Finance & Chief Financial Officer (adopted on January 26, 2021);
Vice President, Corporate Development & Investor Relations (adopted on March 25, 2021); and
Vice President, Legal Affairs & Corporate Secretary (adopted on January 26, 2021).

Board Orientation and Continuing Education

The Board encourages the directors to take relevant training programs offered by different regulatory bodies and gives them the opportunity to expand their knowledge about the nature and operations of the Corporation. The Board is responsible for ensuring that directors have the opportunity to pursue continuing education. The Board believes that staying informed, building competencies and acquiring new knowledge is critical to enabling directors to effectively fulfill their role with the Corporation.

Director's continuing education can also take the form of presentations on matters of general or specific interest with respect to the affairs of the Corporation. These training sessions help directors understand the Corporation's activities and strategic plan. In addition, each director periodically assessed his/her own professional development needs.

Ethical Business Conduct

On January 26, 2021, the Corporation adopted and implemented a Code of Ethics & Business Conduct (the "Code") for directors, officers and employees of the Corporation. Directors, officers and employees, in the performance of their respective duties and responsibilities, must at all times act with complete honesty and good faith, in the best interest of the Corporation. They must also always act in accordance with applicable laws, regulations and policies. A copy of the Code is available on the Corporation's website, www.gminingventures.com, in the "Corporate Governance" section.

Nomination of Candidates to the Board

(a) The R&N Committee carefully reviews and assesses the professional skills and abilities, the personality and other qualifications of each candidate, including the time and energy that the candidate is able to devote to this task as well as the contribution that he/she can make to the Board; it makes recommendation to the Board; and
(b) The Board designates new candidates for director positions.

Compensation

While the Board remains responsible for reviewing and approving the amounts and the method of compensation of the Corporation's directors and officers, the R&N Committee reviews and oversees compensation matters in depth and make its recommendations to the Board once a year. For details regarding the process of determining compensation paid to Named Executive Officers and the directors of the Corporation, see Section D "Named Executive Officer and Director Compensation Discussion and Analysis" of this Circular, hereinabove.

Composition of the Board Committees

As at the date of this Circular, the following directors are assigned to the standing committees of the Board as indicated below:

Committee	Directors
Audit & Risk Committee	Chair : Elif Lévesque
	Members : David Fennell, Norman MacDonald, Jason Neal and Sonia Zagury
ESG Committee	Chair : Sonia Zagury
	Members : Louis Gignac Sr., Elif Lévesque and Norman MacDonald
R&N Committee	Chair : Jason Neal
	Members : David Fennell, Elif Lévesque and Norman MacDonald
HST Committee	Chair : David Fennell
	Members : Louis Gignac Sr., Jason Neal and Sonia Zagury

Assessments

Different methods are used to assess the Board, namely, surveys, interviews, group discussions and other similar methods. Given the Corporation's current stage of development, the Board has yet to establish a formal and documented assessment process. The establishment of such process will be considered by the Board in the course of the year ending on December 31, 2022. However, the performance of individual directors and of the Board as a whole has been reviewed, albeit informally, at least once a year. During such reviews, the Board, its committees and individual directors were assessed with respect to their effectiveness and contribution; and, each such time, the Board satisfied itself that the Board, its committees, and its individual directors have been performing effectively.

Diversity and Renewal of the Board

The Corporation does not set a term of office for directors serving on the Board because it believes that setting a fixed duration would deprive the Corporation of the value that long-time directors bring thanks to their knowledge of the Corporation and their experience. However, the Board's charter provides that, while there is no limit to the number of years that a member of the Board can serve, the individual will no longer be regarded as independent for the purpose of Committee participation and may not chair a committee after completing 12 years on the Board.

In addition, the Board's charter also provides that, to stand for election to the Board, an individual must be younger than 70 years of age as at the date of the annual general meeting, and an individual may not be added to the Board between annual general meetings if not younger than 70 years of age. Following his/her 70th birthday and within a reasonable time prior to the determination by the Board (after recommendation of its R&N Committee) of the nominees for election as directors at the upcoming shareholders meeting, a director must provide the R&N Committee with his/her resignation letter, such resignation to be effective immediately prior to election of directors at the upcoming shareholders meeting. In the event the resigning director also expresses his/her desire to stand for re-election at that meeting, the Committee shall determine whether such resignation is (i) accepted as tendered or (ii) refused, thereby allowing such director to stand for re-election. If re-elected at such meeting, such director will undertake the same (resignation) steps as set out above and the R&N Committee will treat such resignation in the same manner for the subsequent shareholders meeting. Unless such director's resignation is eventually accepted, the above-described procedures will be repeated annually. These procedures were followed in the case of Louis Gignac Sr. (currently 71 years old), whose resignation was refused by the Board, upon unanimous recommendation of the R&N Committee, thereby allowing him to stand for re-election at the Meeting.

The Board aims to encourage diversity on the Board and adopted a Diversity Policy on January 26, 2021. A copy of that policy is available on the Corporation's website, www.gminingventures.com, in the "Corporate Governance" section. Essentially, that policy outlines the Corporation's aspiration:

towards a Board composition in which women, Aboriginal people, persons with disabilities or members of visible

minorities comprises at least 30% of the independent directors by 2024; and

to have approximately 30% of women, Aboriginal people, persons with disabilities or members of visible minorities in executive officer positions by 2024.

For the (14-month) financial year ended December 31, 2021, there were two women (40%) being independent directors on the Board and one woman (25%) in the four-member senior management team.

That being stated, the Board considers above all each candidate's qualifications and competencies in order to create as much value as possible for the Corporation.

F. AUDIT & RISK COMMITTEE

The Audit & Risk Committee's charter, adopted as of January 26, 2021, describes the duties, responsibilities and skills required from its members as well as the terms of their nomination and dismissal and their relationship with the Board; a copy of that charter is available on the Corporation's website, www.gminingventures.com, in the "Corporate Governance" section. The charter is also attached to this Circular as Schedule "I". Its composition is as set out above, under "Composition of the Board Committees".

All the members of the Audit & Risk Committee have the financial skills necessary to understand the accounting principles used by the Corporation in preparing its financial statements as well as the ability to assess the general application of such accounting principles. The Audit & Risk Committee members also have relevant experience in analyzing and evaluating financial statements that present a level of complexity of accounting issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising one or more individuals engaged in such activities. The members also understand the internal controls and procedures respecting the disclosure of financial information. For the relevant education and experience of the Audit & Risk Committee members, please refer to the table under the Section C "The Board – Biographical Notes" of this Circular, hereinabove.

Since the beginning of the Corporation's (14-month) financial year ended December 31, 2021, there was no recommendation of the Audit & Risk Committee to nominate or compensate an external auditor that was not adopted by the Board.

Since the beginning of the Corporation's (14-month) financial year ended December 31, 2021, the Corporation has not relied on the exemption in section 2.4 of NI 52-110 or on an exemption granted by the securities authority under Part 8 of such instrument.

On June 9, 2021, the Audit & Risk Committee adopted formal procedures for approval of audit and non-audit services by external auditors, in accordance with NI 52-110. It provides that, to safeguard the continued independence of its external auditors, all audit and non-audit services to be rendered to the Corporation by its external auditors and any related entities must be subject to pre-approval by the Audit & Risk Committee.

The following external auditor service fees were or will be invoiced by PwC for the financial years ended October 31, 2020, and (14-month) December 31, 2021:

	2021 ($)	2020 ($)
Audit Fees	42,800	20,250 (1)
Audit-Related Fees	80,250	-
Tax Fees (2)	9,630	4,280
Total	132,680	24,530

Notes:

(1) Fees paid to Crowe MacKay LLP, former auditors of the Corporation.

(2) Fees for the preparation of the Corporation's tax returns and the mining duties returns.

G. OTHER INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Corporation, with the exception of what is disclosed hereinafter and in the Corporation's annual consolidated financial statements for the (14-month) financial year ended December 31, 2021, no informed person of the Corporation (as defined in National Instrument 51-102), no proposed director of the Corporation, and no associate or affiliate of any informed person or proposed director of the Corporation, has any direct or indirect interest in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or the Corporation's subsidiaries.

On January 26, 2021, the Corporation entered into a Master Services Agreement (the "MSA") with G Mining Services Inc. ("GMS"), a related party with two common directors: (i) Louis Gignac, Chairman of the Board of the Corporation and also GMS's Chairman, and (ii) Louis-Pierre Gignac, President & Chief Executive Officer of the Corporation and also a director of GMS. GMS is a specialized mining consultancy firm based in Brossard, Québec, offering a wide range of services to both underground and open pit mining projects. GMS was directly involved in the construction and development of the Fruta del Norte gold mine in Ecuador (Lundin Gold Inc.) and the Merian gold mine in Suriname (Newmont Mining Corp.), among others.

The MSA was entered into to formalize the business relationship pursuant to which the Corporation has access to a wide range of services provided by GMS on an as-needed basis and on arm's length terms. The MSA is intended to assist the Corporation to evaluate, develop, construct, commission and eventually operate any mining projects it plans to acquire. The MSA also provides for proper governance with respect to related party transactions.

In connection with the MSA, on January 1, 2021, the Corporation entered into a contract for basic services with GMS, mainly with respect to support provided by GMS for due diligence activities, exploration work and various technical assessments and reviews. In addition, also in connection with the MSA, the Corporation entered into:

an Engineering and Project Development Services Contract for the Project (the "TZ Contract No 1") with GMS on November 8, 2021; GMS' services thereunder1 were completed and the TZ Contract No 1 was terminated; and a Detailed Engineering Services and Construction Management Contract for the Project (the "TZ Contract No 2") with GMS on January 27, 2022.

The conclusion of the MSA, the contract for basic services, the TZ Contract No 1 and the TZ Contract No 2 were each approved by the Audit & Risk Committee of the Board, the business relationship between the Corporation and GMS being under the latter committee's purview, notably pursuant to its charter.

The Board also adopted, on January 26, 2021, formal guidelines regarding the business relationship and approval process for the MSA between GMS and the Corporation. These guidelines confirm that the Board has mandated the Audit & Risk Committee to oversee all matters relating to the performance of MSA by the Corporation and the business relationship of the Corporation with GMS in order to appropriately address any actual or perceived conflicts of interest, or potential conflicts of interest, and any risks which may arise from such relationship, with a view to ensuring that (i) the Corporation adheres to proper governance practices in all respects in relation to the MSA, and (ii) the Corporation is at all time compliant with applicable laws, including applicable securities laws and the rules and policies of the TSXV.

OTHER ISSUES TO BE CONSIDERED AT THE MEETING

As of April 7, 2022, the Corporation's directors have no knowledge of any amendment to the items listed in the Notice nor of any other item that may properly be brought before the Meeting. The enclosed proxy form confers discretionary power to the persons named as proxyholders therein with regard to any amendments to the items listed in the Notice

1 These services focused on assisting the Corporation with its NI 43-101 Technical Report on the Project, which was filed on Sedar on February 9, 2022.

as well as any other item that may properly be brought before the Meeting or any adjournment or postponement thereof.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com.

Financial information concerning the Corporation appears in the Corporation's comparative financial statements and MD&A for the (14-month) financial year ended December 31, 2021. Shareholders requesting a copy of the Corporation's financial statements and MD&A may do so as follows:

By telephone:	(450) 465-1950
By e-mail:	[email protected]
By mail:	G MINING VENTURES CORP.
	7900 W. Taschereau Blvd., D Building, Suite 210
	Brossard, Québec J4X 1C2
	Attention: Chief Financial Officer

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

A registered holder or a Beneficial Owner of common shares that confer upon their holders the right to vote at the next annual meeting of shareholders, and who wishes, subject, inter alia, to the conditions outlined hereinafter, to submit proposals regarding any matter to be dealt with at such meeting must do so at the latest on January 4, 2023.

To be eligible to submit a proposal at such meeting (other than in respect of the nomination of a director), a person must be, for at least a six-month period immediately before the day on which the shareholder submits such proposal, the registered holder or the Beneficial Owner of at least a number of voting shares that is equal to 1% of the total number of the outstanding voting shares of the Corporation, as of the day on which the shareholder submits a proposal.

APPROVAL OF DIRECTORS

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

April 7, 2022

(s) Marc Dagenais

Marc Dagenais Vice President, Legal Affairs and Corporate Secretary of the Corporation

SCHEDULE "I"

CHARTER OF THE AUDIT & RISK COMMITTEE OF THE BOARD

I. PURPOSE

The Audit & Risk Committee (the "Audit Committee") is a committee of the board of directors (the "Board") of G Mining Ventures Inc. (the "Corporation"). The purpose of the Audit Committee is to assist the Board in its oversight of the:

A. integrity of the financial statements, financial reporting process and related information;
B. independence, qualifications and appointment and performance of the external auditor;
C. compliance with applicable legal and regulatory requirements;
D. disclosure, internal controls and internal audit procedures;
E. risk management processes, credit worthiness, treasury and financial policies; and
F. whistle blower, complaint procedures and ethics policies.

In addition, the Audit Committee provides an avenue for communication between the external auditor, management and other employees of the Corporation, as well as the Board, concerning accounting and auditing matters.

The composition and meetings of the Audit Committee are subject to the requirements set forth in the articles and bylaws of the Corporation, as well as in applicable laws and the rules of the exchange on which the securities of the Corporation are trading. The present charter is not intended to limit, enlarge or change in any way the responsibilities of the Audit Committee as determined by such articles, by-laws, applicable laws and the exchange rules.

II. REPORTING

The Audit Committee will report to the Board.

III. COMPOSITION OF COMMITTEE

The Audit Committee shall consist of such number of directors, in no event to be less than three, as the Board may determine from time to time by resolution. The members of the Audit Committee shall meet the independence test and other membership requirements within the meaning of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, and under other applicable laws, rules and regulations and listing requirements as determined by the Board. Each member of the Audit Committee shall continue to be a member until next annual meeting of the shareholders of the Corporation or until a successor is appointed, unless the member resigns, is removed or ceases to be a director of the Corporation. The Board may fill a vacancy that occurs in the Audit Committee at any time.

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

IV. CHAIR AND SECRETARY

The Chair of the Audit Committee shall be designated by the Board. The Audit Committee Chair leads the Audit Committee in all aspects of its work and is responsible to effectively manage the affairs of the Audit Committee and ensure that it is properly organized and functions efficiently. In addition to the responsibilities set forth in the Position Description of the Committee Chair adopted by the Board, which may be amended from time to time, the Audit Committee Chair shall:

A Provide leadership to enable the Audit Committee to act effectively in carrying out its duties and responsibilities as described elsewhere in this charter and as otherwise may be appropriate;
B In consultation with the Board Chair, the Lead Director and the Chief Executive Officer (the "CEO"), as applicable, ensure that there is an effective relationship between management and the members of the Audit Committee;
C Chair meetings of the Audit Committee;
D In consultation with the Board Chair, the Lead Director, the Corporate Secretary, the CEO and the Chief Financial Officer (the "CFO"), determine the frequency, dates and locations of meetings of the Audit Committee;
E In consultation with the CEO and CFO, review the annual work plan and the meeting agendas to ensure all required business is brought before the Audit Committee to enable it to efficiently carry out its duties and responsibilities;
F Ensure, in consultation with the Board Chair, that all items, requiring the Audit Committee's approval, are appropriately tabled;
G Ensure the proper flow of information to the Audit Committee and review, with the CEO, the CFO and the Corporate Secretary, the adequacy and timing of materials in support of management's proposals;
H Report to the Board on the matters reviewed by, and on any decisions or recommendations of, the Audit Committee at the next meeting of the Board following any meeting of the Audit Committee;
I Review expenses of the CEO on a quarterly basis; and
J Carry out any special assignments or any functions as requested by the Board.

If the Chair is not present at a meeting of the Audit Committee, the members of the Audit Committee may designate an interim Chair for the meeting by majority vote of the members present.

Unless otherwise determined by resolution of the Board, the Corporate Secretary of the Corporation or his/her delegate shall act as secretary of the Audit Committee, provided that if the Corporate Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Audit Committee members who are present. A member of the Audit Committee may be designated as the liaison member to report on the deliberations of the audit committees of affiliated companies (if applicable).

V. MEETINGS

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

Proceedings and meetings of the Audit Committee are governed by the provisions of by- laws of the Corporation relating to the regulation of the meetings and proceedings of the Board as they are applicable and not inconsistent with this charter and the other provisions adopted by the Board as regards committee composition and organization.

Notice of every meeting shall be given to the external auditor of the Corporation, and meetings shall be convened whenever requested by the external auditor or any member of the Audit Committee in accordance with applicable law. The Audit Committee shall meet separately and periodically with management and the external auditor and may meet with legal counsel or other advisors if necessary. The Audit Committee shall meet periodically with the external

auditor without management being present. The Audit Committee shall meet periodically in an "in-camera" session in the absence of management when it deems necessary or appropriate.

All members of the Audit Committee are expected to attend all meetings and review, in advance, the meeting materials.

VI. QUORUM AND VOTING

Unless otherwise determined from time to time by resolution of the Board, the quorum at any meeting of the Audit Committee is a majority of members in office. For any meeting(s) at which the Audit Committee Chair is absent, the Chair of the meeting shall be the person present who shall be decided upon by all members present. At a meeting, any question shall be decided by a majority of the votes cast by members of the Audit Committee, except where only two members are present, in which case any question shall be decided unanimously.

VII. MEETING AGENDAS

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

VIII. RECORDS

The Audit Committee shall keep such records as it may deem necessary of its proceedings and shall report regularly its activities and recommendations to the Board, as appropriate.

IX. RESOURCES AND AUTHORITY

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

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

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

X. DUTIES AND RESPONSIBILITIES

The Corporation's management is responsible for preparing the Corporation's financial statements and the external auditor is responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of those activities by management and external auditor.

The Audit Committee shall perform the functions customarily performed by audit committees and any other functions assigned by the Board. The specific responsibilities of the Audit Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Audit Committee from examining any matters related to its purpose.

A. FINANCIAL REPORTING PROCESS AND FINANCIAL STATEMENTS

The Audit Committee shall:

1. In consultation with the external auditor, review the integrity of the Corporation's financial reporting process, both internal and external, and any major issues as to the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies.
1. Review, discuss with management and approve, all material transactions and material contracts entered into between (i) the Corporation or any subsidiary of the Corporation, and (ii) any subsidiary, director, officer, insider or related party of the Corporation.
1. Review and discuss with management and the external auditor: (i) the preparation of the Corporation's annual audited (consolidated, if applicable) financial statements and its interim unaudited (consolidated, if applicable) financial statements; (ii) whether the financial statements present fairly (in accordance with Canadian generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented; (iii) the effect of regulatory and accounting developments; (iv) any matters required to be discussed with the external auditor according to Canadian generally accepted auditing standards; (v) an annual report by the external auditor describing: (A) all critical accounting policies and practices used by the Corporation, including management judgements and accounting estimates; (B) all material alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management of the Corporation, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the external auditor; and (C) other material written communications between the external auditor and management; and (vi) any corporate governance issues which could significantly affect the financial statements.
1. Following completion of the annual audit, review with each of: (i) management; and (ii) the external auditor; any significant issues, concerns or difficulties encountered during the course of the audit.
1. Resolve disagreements between management and the external auditor regarding financial reporting.
1. Review and recommend to the Board for approval, the interim quarterly and annual financial statements and Management's Discussion and Analysis and annual and interim earnings press releases prior to the public disclosure of such information.
1. To the extent not previously reviewed by the Audit Committee, review and recommend to the Board for approval, all financial statements included in any prospectus or offering memoranda and all other financial reports required by regulatory authorities and/or requiring approval by the Board (including any use of proforma or non-IFRS information).
1. Review and be satisfied that adequate procedures are in place for the review of the public disclosure by the Corporation of financial information extracted or derived from the Corporation's financial statements, and periodically assess the adequacy of those procedures.

B. OVERSIGHT OF THE EXTERNAL AUDITOR

The Audit Committee shall:

1. Require the external auditor to report directly to the Audit Committee.
1. Be directly responsible for the selection, nomination, compensation, retention, termination and oversight of the work of the Corporation's external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, and in such regard recommend to the Board the external auditor to be nominated for approval by the shareholders.
1. Approve all audit engagements and pre-approve the provision by the external auditor of all non-audit services, including fees and terms for all audit engagements and non-audit engagements, and, in such regard, the Audit Committee may establish the types of non-audit services the external auditor shall be prohibited from providing and shall establish the types of audit, audit related and non-audit services for which the Audit Committee will retain the external auditor. The Audit Committee may delegate to one or more of its independent members the authority to pre-approve non-audit services, provided that any such delegated preapproval shall be exercised in accordance with the types of particular non-audit services authorized by the Audit Committee to be provided by the external auditor and the exercise of such delegated pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting following such pre-approval.
1. Review and approve the Corporation's policies for the hiring of partners and employees and former partners and employees of the present and former external auditors.
1. At least annually, obtain the audit plan of the external auditor, and discuss with management and the external auditor the scope, planning and staffing of the annual audit, and review and approve the audit plan.
1. At least annually, obtain and review a formal report by the external auditor to be submitted at least annually regarding: (i) the external auditing firm's internal quality-control procedures; and (ii) any material issues raised by the external auditor's own most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditor, and any steps taken to deal with any such issues.
1. At least annually, obtain and review a formal written statement of the external auditor: (i) delineating all relationships between the external auditor and the Corporation; (ii) assuring that lead audit partner rotation is carried out, as required by law; (iii) delineating any other relationships that may adversely affect the independence of the external auditor; and (iv) confirming fees billed to the Corporation by the external auditor in compliance with the disclosure requirements of Form 52-110F1 of National Instrument 52-110 - Audit Committees.
1. At least annually, consider, assess, and report to the Board on:
- a. the independence of the external auditor, including that the external auditor's performance of permitted non-audit services does not impair the external auditor's independence, including the external auditor formal written statement: (i) delineating all relationships between the external auditor and the Corporation; (ii) assuring that lead audit partner rotation is carried out, as required by law; and (iii) delineating any other relationships that may adversely affect the independence of the external auditor; and
- b. the evaluation of the external auditor, taking into account the opinions of management.

C. OVERSIGHT OF THE CORPORATION'S INTERNAL CONTROL SYSTEM

The Audit Committee shall:

1. Oversee management's design and implementation of and reporting on internal controls. The Audit Committee shall also receive and review reports from management and the external auditor on an annual basis with regard to the reliability and effective operation of the Corporation's accounting system and internal controls.
1. Understand the scope of the design and operation of the Corporation's internal control over financial reporting.
1. Review and discuss with management and the external auditor, monitor, report and, where appropriate, provide recommendations to the Board on the following:
- a. the Corporation's systems of internal controls over financial reporting;
- b. compliance with the policies and practices of the Corporation relating to business ethics;
- c. compliance by directors, officers and other management personnel with the Disclosure Policy; and
- d. the relationship of the Audit Committee with other committees of the Board, management and the Corporation's consolidated subsidiaries' audit committees.
1. Review and discuss with the CEO and CFO, the process for the certifications to be provided in the Corporation's public disclosure documents, as required by National Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings and any other applicable law or stock exchange rule.
1. Review, monitor, report, and, where appropriate, provide recommendations to the Board on the Corporation's disclosure controls and procedures.
1. Establish procedures for the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, including procedures for confidential, anonymous submissions by employees regarding questionable accounting or auditing matters.

The CEO or CFO will report to the Audit Committee, and the Audit Committee will review such reports, on any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation's internal controls. Where the CEO or the CFO is named in a complaint, the Board Chair or Lead Director (as applicable) will discuss directly with the Audit Committee Chair.

D. OVERSIGHT OF THE CORPORATION'S RISK MANAGEMENT

1. Review, monitor, report and, where appropriate, provide recommendations to the Board on the Corporation's major business, operational, and financial risk exposures and the guidelines, policies and practices regarding risk assessment and risk management including the following:
- a. the Corporation's processes for identifying, assessing and managing risks;
- b. the Corporation's major financial risks, including derivative and tax risks, and operational risk exposures and the steps the Corporation has taken to monitor and control such exposures;
- c. the Corporation's major security risks and security trends, including cybersecurity risks, that may impact the Corporation's operations and business; and
- d. the Corporation's business continuity plans, including disaster recovery plan.
1. Review, monitor, report and, where appropriate, provide recommendations to the Board on the Corporation's compliance with internal policies and practices regarding risk assessment and risk management and the Corporation's progress in remedying any material deficiencies thereto.
1. Review all related party transactions and actual or potential conflicts of interest.

E. COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

The Audit Committee shall:

1. Receive and timely review the analysis by management of significant issues relating to public disclosure and reporting.
1. Review and recommend to the Board for approval, periodic public disclosure documents containing financial information, including the Management's Discussion and Analysis, annual report and Annual Information Form, if required.
1. Prepare the report of the Audit Committee required to be included in the Corporation's periodic filings.
1. Review and discuss with management, legal counsel and the external auditor, monitor, report and, when appropriate, provide recommendations to the Board on the adequacy of the Corporation's processes for complying with laws, regulations and applicable accounting standards.
1. Review, on a periodic basis with legal counsel, the Corporation's legal compliance with respect to: (a) the legal and regulatory matters which may have a material effect on the Corporation and/or its financial statements, including with respect to pending or threatened material litigations; and (b) corporate compliance policies and codes of conduct.

F. ADDITIONAL RESPONSIBILITIES

The Audit Committee shall:

1. Establish procedures and policies for the following: (a) the receipt, retention, treatment and resolution of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; (b) the confidential, anonymous submission by directors or employees of the Corporation of concerns regarding questionable accounting or auditing matters or any potential violations of legal or regulatory provisions; and (c) receipt, retention and treatment of complaints received by the Corporation regarding any third-party operators or mineral projects upon which the Corporation has a stream, royalty, or other interest, if applicable.
1. To review any non-routine correspondence with regulators or governmental agencies (and management's responses thereto) and any employee complaints or published reports that raise material issues regarding the Corporation's financial statements or accounting policies.
1. Review the adequacy of the resources of the finance and accounting group, along with its development and succession plans.
1. Prepare and review with the Board an annual performance evaluation of the Audit Committee.
1. Report regularly to the Board, including with respect to matters such as the quality or integrity of the Corporation's financial statements, compliance with legal or regulatory requirements, the performance of the internal audit function, and the performance and independence of the external auditor.
1. Review and reassess the adequacy of this charter on an annual basis.

XI. LIMITATION ON THE OVERSIGHT ROLE OF THE AUDIT COMMITTEE

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

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

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

XII. EVALUATION OF THE AUDIT COMMITTEE AND REPORT TO BOARD

The Audit Committee shall evaluate and review with the Board, on an annual basis, the performance of the Audit Committee as a whole as well as the performance of each individual member while taking into account: (i) in the case of the Audit Committee as a whole, the present charter, and (ii) in the case of an individual member, the applicable position description(s), as well as the competencies and skills each individual director is expected to contribute to the Audit Committee.

The Audit Committee shall report to the Board periodically on the Audit Committee's activities.

XIII. REVIEW OF CHARTER

The Audit Committee will annually review and assess the adequacy of this charter and recommend to the Board any proposed changes for consideration. The Board may amend this charter, as required.

This charter was adopted by the Board of Directors on December 15, 2020.

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G Mining TZ Corp. — Proxy Solicitation & Information Statement 2022

47790_rns_2022-04-13_3d2a6749-0b0d-451f-8a8b-d3c49b58fe0e.pdf

Notice of the Annual General and Special Meeting of Shareholders

- and -

Management Proxy Circular

TABLE OF CONTENTS

G MINING VENTURES CORP.

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

By order of the Board of Directors,

(s) Marc Dagenais

COVID-19 NOTICE

You must therefore complete the proxy form if you are attending the Meeting by means of the Conference Facility and wish to vote at the Meeting.

MANAGEMENT PROXY CIRCULAR

A. VOTING INFORMATION

PROXY SOLICITATION

COVID-19 NOTICE

You must therefore complete the proxy form if you are attending the Meeting by means of the Conference Facility and wish to vote at the Meeting.

NOMINATION OF PROXYHOLDERS

EXERCISE OF VOTING RIGHTS BY PROXYHOLDERS

RETURN OF PROXY

RIGHT TO REVOKE PROXIES

SPECIAL VOTING INSTRUCTIONS FOR THE BENEFIT OF BENEFICIAL OWNERS

QUORUM

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AT THE MEETING

VOTING SECURITIES AND PRINCIPAL HOLDERS

B. ITEMS ON MEETING AGENDA

PRESENTATION OF FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

APPOINTMENT OF EXTERNAL AUDITORS AND AUTHORIZATION GIVEN TO DIRECTORS TO SET THE AUDITORS' COMPENSATION

APPROVAL OF THE INCENTIVE STOCK OPTION PLAN

Terms of the Updated Plan

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

Recommendation of the Board

C. THE BOARD

BIOGRAPHICAL NOTES

MAJORITY VOTE

CEASE TRADE ORDER, BANKRUPTCIES, PENALTIES AND SANCTIONS

D. NAMED EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICERS

OVERSIGHT AND DESCRIPTION OF DIRECTORS' AND NAMED EXECUTIVE OFFICERS' COMPENSATION

Base Salary

Annual Cash Incentive Bonuses

President & CEO Accomplishments

Vice President, Finance & CFO Accomplishments

Vice President, Corporate Development & Investor Relations Accomplishments

Corporate Accomplishments

Pension Plan Benefits

Option-Based Awards

Compensation Governance

Summary Compensation Table – Named Executive Officers

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Securities Authorized for Issuance under Equity Compensation Plans

Executive Employment Agreements

Directors' Compensation

Indebtedness of Directors and Executive Officers

E. CORPORATE GOVERNANCE

Board Matters

Board and Committee Charters

Position Descriptions

Board Orientation and Continuing Education

Ethical Business Conduct

Nomination of Candidates to the Board

Compensation

Composition of the Board Committees

Assessments

Diversity and Renewal of the Board

F. AUDIT & RISK COMMITTEE

G. OTHER INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

OTHER ISSUES TO BE CONSIDERED AT THE MEETING

ADDITIONAL INFORMATION

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

APPROVAL OF DIRECTORS

April 7, 2022

SCHEDULE "I"

CHARTER OF THE AUDIT & RISK COMMITTEE OF THE BOARD

I. PURPOSE

II. REPORTING

G Mining TZ Corp. Proxy Solicitation & Information Statement 2022