GEOMEGA RESOURCES INC.

Notice of Annual General Meeting of Shareholders and Management Proxy Circular

Geomega Resources Inc.'s annual and general meeting of shareholders will be held at the offices of Dentons Canada LLP located at 1 Place Ville-Marie, 39th Floor, Montreal, Quebec H3B 4M7, on October 22, 2025 at 10:00 a.m.

Shareholders may exercise their rights by attending the meeting or by completing a form of proxy.

YOUR VOTE AS A SHAREHOLDER IS IMPORTANT

SEPTEMBER 12, 2025

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GEOMEGA RESOURCES INC.
NOTICE OF ANNUAL AND GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and general meeting of the shareholders of Geomega Resources Inc. (the "Corporation") will be held at the offices of Dentons Canada LLP located at 1 Place Ville-Marie, 39th Floor, Montreal, Quebec H3B 4M7, on October 22, 2025 at 10:00 a.m. (the "Meeting"), for the following purposes:

to receive the audited financial statements of the Corporation for the financial year ended May 31, 2025 and the auditors' report thereon;
to elect the directors of the Corporation for the ensuing year;
to appoint the auditors of the Corporation for the ensuing year, and authorize the directors to fix their remuneration;
to approve the Corporation's omnibus incentive plan, as amended on September 12, 2025;
to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

Notice-and-Access

The Corporation has elected to use "notice-and-access" rules ("Notice-and-Access") under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for distribution of Proxy-Related Materials (as defined below) to shareholders who do not hold shares of the Corporation in their own names (referred to herein as "Beneficial Shareholders"). Notice-and-Access is a recent set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies. "Proxy-Related Materials" refers to this Management Proxy Circular dated September 12, 2025 (the "Circular"), the Notice of Meeting, and a voting instruction form.

The use of Notice-and-Access is more environmentally friendly as it will help reduce paper use. It will also reduce the Corporation's printing and mailing costs. Beneficial Shareholders may obtain further information about Notice-and-Access by contacting Broadridge Financial Solutions Inc. toll free at 1-855-887-2244.

The Corporation is not using Notice-and-Access for delivery to shareholders that hold their shares directly in their respective names (referred to herein as "Registered Shareholders"). Registered Shareholders will receive paper copies of this Circular and related materials including a 15-digit Control Number via prepaid mail.

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Corporation's website at www.geomega.ca and under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Notice Package

Although the Proxy-Related Materials have been posted on-line as noted above, Beneficial Shareholders will receive paper copies of a notice package ("Notice Package") via prepaid mail, including this Notice of Annual Meeting, containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a voting instruction form, and supplemental mail list return card for Beneficial Shareholders to request they be included in the Corporation's supplementary mailing list for receipt of the Corporation's interim financial statements

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for the 2025 fiscal year.

How to Obtain Paper copies of Proxy-Related Materials

Beneficial Shareholders may obtain paper copies of Circular free of charge by contacting Broadridge Financial Solutions Inc. toll free from North America at 1-877-907-7643 or outside of North America at 905-507-5450 or can contact directly by e-mail at [email protected]. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Corporation by 10 a.m. (Eastern Time) on October 20, 2025 in order to allow sufficient time for Beneficial Shareholders to receive their paper copies and to return their voting instruction form by its due date. Shareholders who do not have their Control Number, can contact toll free from North America at 1-855-887-2243.

Assembly

The management proxy circular and the form of proxy prepared in respect of the Meeting accompany this notice. The enclosed management proxy circular contains supplementary information on matters to be discussed at the Meeting and is hereby deemed to be an integral part of this notice.

Boucherville, Quebec, September 12, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Kiril Mugerman
President and Director

Notice is also hereby given that the board of directors of the Corporation has fixed the record date for the Meeting at the close of business on August 26, 2025 (the "Record Date"). Only holders of common shares of the Corporation as of the Record Date are entitled to receive notice of the Meeting. Shareholders of the Record Date will be entitled to vote their shares at the Meeting.

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GEOMEGA RESOURCES INC.
(the “Corporation”)

MANAGEMENT PROXY CIRCULAR

ANNUAL AND GENERAL MEETING OF SHAREHOLDERS
(Containing information as at August 26, 2025 unless indicated otherwise)

REGISTERED SHAREHOLDERS
You will have received a form of proxy from the Corporation’s transfer agent, Computershare Investor Services Inc. (“Computershare”). Complete, sign and mail your form of proxy in the postage prepaid envelope provided or if you prefer to submit the form by way of fax or Internet, follow the instructions on the form to that effect.

BENEFICIAL (NON-REGISTERED) SHAREHOLDERS
Your common shares are held in the name of a nominee (securities broker, trustee or other financial institution). You will have received a request for voting instructions from your broker. Follow the instructions on your Voting Instruction Form to vote by telephone, Internet or fax, or complete, sign and mail the Voting Instruction Form in the postage prepaid envelope provided. To vote in person at the Meeting, see the box on page 4 of this management proxy circular (the “Management Proxy Circular”).

PROXY VOTING

Who is soliciting my proxy?

The enclosed form of proxy is being solicited by the management of the Corporation in connection with the annual and general meeting of shareholders (the “Meeting”) and the associated costs will be borne by the Corporation. The solicitation of proxies will be primarily by mail but may be by telephone or other personal contact by directors of the Corporation, such directors receiving no compensation therefore. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of shares of the Corporation.

How do I vote?

There are two ways you can vote your shares if you are a registered shareholder. You may vote in person at the Meeting or you may sign the enclosed form of proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your shares at the Meeting. If your shares are held in the name of a nominee, please see the box on page 4 for voting instructions.

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What if I plan to attend the Meeting and vote in person?

If you are a registered shareholder and plan to attend the Meeting on October 22, 2025 and you wish to vote your shares in person at the Meeting, do not complete or return the form of proxy. Your vote will be taken and counted at the Meeting. Please register with the transfer agent, Computershare, upon arrival at the Meeting. If your shares are held in the name of a nominee, please see the box on page 4 for voting instructions.

What am I voting on?

Shareholders will be asked to vote on the following matters:

the election of directors to the board of directors of the Corporation (the “Board of Directors” or the “Board”) for the ensuing year;
the appointment of the auditors of the Corporation for the ensuing year, and the authorization for the directors to fix their remuneration;
to consider and, if deemed advisable, to adopt an ordinary resolution confirming and approving the Corporation’s omnibus equity incentive plan (the “Omnibus Plan”), as amended on September 12, 2025;
any such other business as may properly be brought before the Meeting or at any adjournment thereof.

For more details, please refer to the heading entitled “Matters to be Acted Upon at the Meeting”.

Other than as specifically discussed under the heading entitled “Matters to be Acted Upon at the Meeting”, no director or executive officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

What if I sign the form of proxy enclosed with this Management Proxy Circular?

Signing the enclosed form of proxy gives authority to Mr. Kiril Mugerman or Kosta Kostic, directors of the Corporation, or to another person you have appointed, to vote your shares at the Meeting.

Can I appoint someone other than these directors to vote my shares?

Yes. Write the name of this person, who need not be a shareholder, in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your shares. Proxyholders should, upon arrival at the Meeting, present themselves to a representative of Computershare.

What do I do with my completed form of proxy?

Return it to the Corporation's transfer agent, Computershare Trust Company of Canada (“Computershare”), Proxy Department, 320 Bay Street, 14th Floor, Toronto ON, M5H 4A6, or by fax at 1-866-249-7775 (within North America) or 416-263-9524 (outside North America), no later than 10 a.m. on October 20, 2025. This will ensure that your vote is recorded.

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Can I vote by way of Internet?

Yes, if you wish to vote electronically, access the following Website: www.investorvote.com, enter your personalized control number printed on the form of proxy and follow the instructions on the website, no later than 10 a.m. on October 20, 2025. This will ensure that your vote is recorded.

If I change my mind, can I take back my form of proxy once I have given it?

Yes. If you change your mind and wish to revoke your form of proxy, prepare a written statement to this effect. The statement must be signed by you or your attorney as authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This statement must be delivered at the above-mentioned registered office of Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the form of proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the form of proxy is revoked.

How will my shares be voted if I give my form of proxy?

The persons named on the form of proxy must vote for or against or withhold from voting your shares in accordance with your directions, or you can let your proxyholder decide for you. Where shareholders have not specified in the form of proxy the manner in which the designated proxyholders are required to vote the common shares represented thereby as to any matter to be voted on, such common shares will be voted, on any ballot that may be called, FOR or IN FAVOUR of such matter, as detailed under the heading entitled "Matters to be Acted Upon at the Meeting".

What if amendments are made to these matters or if other matters are brought before the Meeting?

The persons named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the enclosed form of proxy and with respect to other matters which may properly come before the Meeting. As of the time of printing of this Management Proxy Circular, management of the Corporation knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the form of proxy will vote on them in accordance with their best judgment.

How many shares are entitled to vote?

As at the close of business on August 26, 2025 (the "Record Date") there were 148,756,188 common shares of the Corporation issued and outstanding, each of which is entitled to one vote at the Meeting. Only shareholders whose common shares are registered in the Corporation's register on the Record Date are entitled to receive notice of and to vote at the Meeting.

To the knowledge of the management of the Corporation, at the date hereof, no person holds, directly or indirectly, nor exercises control or direction over shares carrying more than 10% of the voting rights attached to all the shares of the Corporation.

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Who counts the votes?

The Corporation’s transfer agent, Computershare, counts and tabulates the proxies. This is done independently of the Corporation to preserve the confidentiality of individual shareholder votes. Proxies are referred to the Corporation only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet the requirements of applicable law.

If I need to contact the transfer agent, how do I reach them?

For general shareholder enquiries, you can contact the transfer agent:

By mail:
Computershare Investor Services Inc.
320 Bay Street, 14th Floor,
Toronto ON, M5H 4A6

By telephone
within Canada and the United States at 1 (800) 564-6253

By fax:
within Canada and the United States at 1 (888) 453-0330

If my shares are not registered in my name but are held in the name of a nominee (a bank, trust company, securities broker, trustee or other), how do I vote my shares?

There are two ways you can vote your shares held by your nominee. As required by Canadian securities legislation, you will have received from your nominee either a request for voting instructions (a Voting Instructions Form) or a form of proxy for the number of shares you hold. For your shares to be voted for you, please follow the voting instructions provided by your nominee. Since the Corporation has limited access to the names of its beneficial (non-registered) shareholders, if you attend the Meeting, the Corporation may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxy holder. Therefore, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting. Please register with the transfer agent, Computershare, upon arrival at the Meeting.

MATTERS TO BE ACTED UPON AT THE MEETING

Presentation of the Financial Statements

The audited financial statements of the Corporation for the financial year ended May 31, 2025 and the auditors’ report thereon will be submitted to shareholders at the Meeting but no vote with respect thereto is required or proposed to be taken.

Election of Directors

Pursuant to the Corporation’s articles and resolutions of its Board of Directors, the business of the Corporation is managed by a Board of Directors consisting of not less than three and not more than ten directors.

At the Meeting, the five persons named hereunder will be proposed for election as directors of the Corporation for the ensuing year. You can vote for all of these proposed directors, vote for some of them and withhold for others, or withhold for all of them. Except where authority to vote for the election of directors is withheld, the persons named in the accompanying form of proxy will vote the shares represented by such form of proxy at the Meeting FOR the election of each of the persons named hereunder.

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A simple majority of the votes cast, in person or by proxy, will constitute approval of this matter. Each director elected will hold office until the next annual meeting of the shareholders or until a successor is duly elected or appointed, unless his office is vacated earlier pursuant to the by-laws of the Corporation.

The nomination of candidates for the Board of Directors of the Corporation is subject to by-law 2012-01, which establishes the process to be followed by the shareholders to nominate a person for election as a director of the Corporation and provides for a reasonable period of time to submit candidacies, as well as specific requirements as to the information which must accompany the candidacies (the "Advance notice of nomination"). As of the date of this Management Proxy Circular, the Corporation had received no Advance notice of nomination by a shareholder. See the sections entitled "Advance notice of nomination" and "2026 advance notice of nomination" below.

The table below indicates, for each nominee proposed for election as a director, his/her name, province and country of residence, position held in the Corporation, present principal occupation, the year he/she became a director, whether or not he/she is independent, and the committees of the Corporation's Board of Directors of which he/she is a member. The table also indicates the number of shares of the Corporation with voting rights controlled or beneficially owned, directly or indirectly, by the nominee.

The management of the Corporation does not contemplate that any of the nominees hereunder will, for any reason, become unable or unwilling to serve as a director. However, if any change should occur prior to the Meeting, the persons named in the form of proxy reserve the right to vote for other nominees of their choice unless the shareholder has indicated in the form of proxy his wish to withhold from exercising the voting rights attached to his shares at the time of the election of the directors.

The nominees themselves have provided the following information to the Corporation, which is up to date as of the date of the Record Date.

Name, Residence and Office Held in the Corporation	Principal Occupation	Director since	Number and Percentage of Common Shares Beneficially Owned or Controlled
Kiril Mugerman
Quebec, Canada
Director
Non-Independent	President and Chief Executive Officer	2016	2,517,653
1.69%
Kosta Kostic (2)
Quebec, Canada
Director
Independent	Partner, Dentons Canada LLP	2017	435,000
0.29%
Matt Silvestro (1)(2)
Ontario, Canada
Director
Independent	President and owner of Jobmaster Magnets Canada Inc.	2020	145,000
0.10%
Nicholas Nickoletopoulos (1)(2)
Quebec, Canada
Director
Independent	President, Managing Director and minority shareholder of Metalunic Revetement	2020	268,000
0.18%
Ayotte, Genevieve
Québec, Canada
Proposed Director
Independent	Chief Financial Officer of Arianne Phosphate Inc.	-	-

(1) Member of the Audit Committee.
(2) Member of the Corporate Governance, Nominating and Compensation Committee.

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Biographical notes

All nominees, other than the new proposed director, were elected to their present term of office by the shareholders of the Corporation at a meeting in respect of which the Corporation circulated to shareholders a management proxy. Refer to these circulars for the biographies of the current directors. The biography of the new nominee, Geneviève Ayotte, is provided below.

Genevieve Ayotte

Ms. Ayotte is a member of the Certified Professional Accountants of Quebec and graduated from HEC Montréal with a Bachelor’s in Business Management and a D.E.S.S in public accounting (2008). Outside of Ms. Ayotte’s accounting profession, she also served until September 2024 as President of Women in Mining- Montreal. Since 2008, Ms. Ayotte developed extensive mining knowledge, specifically in public accounting at PricewaterhouseCoopers LLP (PwC) and as a board member and consultant for junior mining companies. As a director in audit at the Montreal office, she has worked with many Canadian mining companies, including Arianne Phosphate which she joined as their Chief Financial Officer in 2022.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of the Corporation’s knowledge, after having made due inquiry, the Corporation confirms that as at the date hereof, no proposed director of the Corporation:

(a) is, as at the date of hereof or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any corporation (including the Corporation), that:

(i) was subject to a cease trade or similar order or an order that denied the corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, and was issued while that person was acting in that capacity; or

(ii) was subject to a cease trade or similar order or an order that denied the corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, and that was issued after the proposed director ceased acting in that capacity and which resulted from an event that occurred while that person was acting in that capacity;

(b) is, as at the date hereof or has been within the 10 years before the date hereof, a director or executive officer of any corporation (including the Corporation) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;

Furthermore, to the best of the Corporation's knowledge, after having made due inquiry, the Corporation confirms that as at the date hereof, no proposed director of the Corporation:

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a) was subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; nor
b) was subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

Advance Notice of Nomination

The nomination of candidates for the Board of Directors of the Corporation is subject to by-law 2012-01 passed by the Board of Directors of the Corporation on September 21, 2012 and ratified by the shareholders at the annual and general meeting of the shareholders held on October 30, 2012, which establishes the terms applicable to the Advance notice of nomination. The purpose of the Advance notice of nomination is to treat all the shareholders fairly by ensuring that they, including those who participate to a meeting by proxy rather than in person, will receive adequate Advance notice of the nominations which will be reviewed at the meeting and thus can exercise their voting rights in an enlightened manner. Furthermore, the advance notice provision will contribute to facilitate holding a meeting in an orderly and efficient way.

The Advance notice of nomination shall fix a deadline by which the registered holders of common shares of the Corporation may nominate a person for election at the Board of Directors of the Corporation prior to any annual or special meeting of the shareholders and specify the information which a shareholder must include in the advance notice to the Corporation for such written notice to be properly given.

As of the date of this Management Proxy Circular and in respect of the Meeting referred to herein, the Corporation has received no advance notice under the requirement for Advance notice of nomination. Accordingly, only the nominations proposed or authorized by the Board of Directors will be reviewed at the Meeting.

The terms of by-law 2012-01 pertaining to the Advance notice of nomination may be found at Schedule « C » of the proxy circular dated October 1, 2012 prepared for the purposes of the annual and general meeting of the shareholders of the Corporation held on October 30, 2012, a copy of which is available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

2026 Advance Notice of Nomination

In the event that a shareholder wishes to propose the candidacy of one or several persons as directors of the Corporation at the next annual meeting of the shareholders of the Corporation to be held in 2026, an Advance notice of nomination must be sent to the Corporation at least 30 days and no more than 65 days prior to the date of the annual meeting, however provided that in the event that the annual meeting is scheduled to be held on a date which falls less than 50 days after the date on which a first public announcement has been made, the notice cannot be given later than at close of business on the 10th day following such public announcement.

3. Appointment of Auditors

The Board of Directors proposes the nomination of Raymond Chabot Grant Thornton ("RCGT") as auditors of the Corporation for the financial year ending May 31, 2026.

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Consequently, shareholders of the Corporation are asked to approve the re-appointment of RCGT as the auditors of the Corporation to hold office until the close of the next annual shareholders' meeting of the Corporation and to authorize the Board of Directors to establish the auditors' remuneration.

Except where authority to vote for the appointment of the auditors of the Corporation is withheld, the persons named in the accompanying form of proxy will vote the shares represented by such form of proxy at the Meeting FOR the appointment of RCGT as auditors of the Corporation for the current financial year, and to authorize the directors of the Corporation to fix their remuneration.

A simple majority of the votes cast, in person or by proxy, will constitute approval of this matter.

4. Approval of Omnibus Equity Incentive Plan

The omnibus equity incentive plan (the "Omnibus Plan") was adopted for the first time at the annual and special meeting of shareholders of October 25, 2023. The Omnibus plan permits the grant of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs") (collectively, the "Awards") to eligible Participants (as defined in the Omnibus Plan).

The purpose of the Omnibus Plan is to: (i) provide the Corporation with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants of the Corporation and its affiliates; (ii) align the interests of Participants with that of other shareholders of the Corporation generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Corporation through the acquisition of common shares of the Corporation as long-term investments.

Under the Omnibus Plan, the aggregate number of common shares reserved for issuance pursuant to Awards of Options granted under the Omnibus Plan (including the Options currently outstanding under the Stock Option Plan) shall not exceed 8% of the Corporation's total issued and outstanding common shares from time to time.

In respect of DSUs, RSUs or PSUs, the aggregate number of common shares reserved for issuance pursuant to Awards other than for Options granted under the Omnibus Plan shall not exceed 5,000,000 common shares.

On September 12, 2025 the Board of Directors approved an amendment to the Omnibus Plan so as to provide that under the Omnibus Plan, the aggregate number of Common Shares reserved for issuance pursuant to Awards granted under the Omnibus Plan shall not exceed 10% of the Corporation's total issued and outstanding common shares from time to time. As such, the Omnibus Plan is now a "rolling" plan in respect of all Awards issuable pursuant to the Omnibus Plan.

To the extent any Awards (or portion(s) thereof) under the Omnibus Plan terminate or are cancelled for any reason prior to exercise, then any common shares subject to such Awards (or portion(s) thereof) shall be added back to the number of common shares reserved for issuance under the Omnibus Plan and will again become available for issuance pursuant to the exercise of Awards granted under the Omnibus Plan. Common shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

Under TSX Venture Exchange Policy 4.4 - Incentive Stock Options, a "rolling" plan, such as the Omnibus Plan, must receive shareholder approval yearly, at the annual meeting of shareholders. Accordingly, at the Meeting, shareholders will be asked to consider, and if deemed appropriate, to pass, with or without variation, a resolution in the form annexed to this Management Proxy Circular as Schedule "A" (the "Omnibus Plan Resolution"), subject to such amendments, variations or additions as may be approved at

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the Meeting, ratifying, confirming and approving the Omnibus Plan. A copy of the Omnibus Plan, as amended on September 12, 2025 is attached to this Management Proxy Circular as Schedule "D".

The Board of Directors and management recommend the adoption of the Omnibus Plan Resolution. In order to be adopted, the Omnibus Plan Resolution must be approved by a majority of the votes cast by the shareholders, either present in person or represented by proxy at the Meeting. Unless the form of proxy states otherwise, the persons named in the accompanying form of proxy will vote the shares represented by such form of proxy at the Meeting FOR the approval of the Omnibus Plan Resolution.

A simple majority of the votes cast, in person or by proxy, will constitute approval of this matter.

The following is a summary of the terms and conditions of the Omnibus Plan, as amended on September 12, 2025:

(a) the Board of Directors of the Corporation may grant Awards to employees, officers and directors of, and consultants to, the Corporation and its subsidiaries;

(b) the aggregate number of common shares reserved for issuance pursuant to Awards granted under the Omnibus Plan shall not exceed 10% of the Corporation's total issued and outstanding common shares from time to time;

(c) the total number of common shares reserved for issuance upon the exercise of Awards by any one person cannot exceed, during any twelve-month period, 5% of the number of outstanding common shares of the Corporation;

(d) the total number of the common shares reserved for issuance upon the exercise of Awards by any one consultant cannot exceed, during any twelve-month period, 2% of the number of outstanding common shares of the Corporation;

(e) the total number of the common shares reserved for issuance upon the exercise of Options by any person conducting investor-relation activities cannot exceed, during any twelve-month period, 2% of the number of outstanding common shares of the Corporation;

(f) the aggregate number of Awards than can be granted to insiders of the Corporation, as a group, within a 12-month period, must not exceed 10% of the issued and outstanding common shares of the Corporation at the date an option is granted to any insider, unless the approval of the disinterested shareholders of the Corporation is obtained;

(g) the exercise price of Options is determined by the Board of Directors at the time options are granted, but cannot be less than the closing price of the common shares on the trading day immediately preceding the day on which an Options is granted, less any applicable discounts permitted by the TSX Venture Exchange;

(h) subject to the requirements of the TSX Venture Exchange, the Board of Directors of the Corporation has the discretion to set the terms of any vesting schedule for each Award granted, including discretion to: (a) permit partial vesting in stated percentage amounts based on the length of time between the date on which an Award is granted and the expiry date of such Award; and (b) permit full vesting after a stated period of time has passed from the date on which an Award is granted;

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(i) Awards expire a maximum of ten years after the date of grant, as determined by the Board of Directors of the Corporation;

(j) if a Participant ceases to be eligible under the Omnibus Plan for cause, all Awards held by the Participant lapse on that date, unless otherwise determined by the Board of Directors;

(k) if a Participant dies, any Award held by the Participant may be exercised at the latest on the date of expiry of the Award or one year after the date of death, whichever occurs first, after which the Award lapses;

(l) if a Participant ceases to be eligible under the Omnibus Plan otherwise than for cause or death, any Award held by the Participant may be exercised for a period of 90 days after the date of such ineligibility (30 days in the case of an Participant performing investor-relation activities), after which the Award lapses;

(m) the exercise price is payable in full at the time an Option is exercised;

(n) Awards are not assignable, other than by the laws of succession, provided that, subject to prior approval of the Board of Directors of the Corporation and the TSX Venture Exchange, an Award may be assigned to a corporation controlled by a Participant;

(o) if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise of an Option by a Participant, then the Participant shall, concurrently with the exercise of the Option:

(i) pay to the Corporation, in addition to the exercise price for the Options, sufficient cash as is determined by the Corporation, in its sole discretion, to be the amount necessary to fund the required tax remittance;

(ii) authorize the Corporation, on behalf of the Participant, to sell in the market, on such terms and at such time or times as the Corporation determines, in its sole discretion, such portion of the common shares of the Corporation being issued upon exercise of the Option as is required to realize cash proceeds in an amount necessary to fund the required tax remittance; or

(iii) make other arrangements acceptable to the Corporation, in its sole discretion, to fund the required tax remittance; and

(p) in the event that a bona fide offer for the common shares of the Corporation is made to shareholders generally, outstanding Options may be exercised in whole or in part so as to permit the Participant to tender the common shares issued upon such exercise.

(q) unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, and subject to the restrictions of the TSX Venture Exchange set out in Subsection 3.7(a) above, as part of a Participant's grant of DSUs, PSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, DSUs, PSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional DSUs, PSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Such dividend equivalents shall be in the amount a Participant would have received if the DSUs, PSUs or

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RSUs had been settled for Common Shares on the record date of such dividend. Dividend equivalents credited to a Participant’s account shall be subject to the same terms and conditions, including vesting and time of settlement, as the DSUs, PSUs or RSUs, as applicable, to which they relate. Notwithstanding any other terms of this Plan, if the number of securities issued as dividend equivalents, together with all of the Corporation’s other share-based compensation would exceed any of the limits set forth in the Omnibus Plan or TSX Venture Exchange Policy 4.4, then the Corporation may make payment for such dividend in cash to the extent that it does not have a sufficient number of Common Shares available under this Plan to satisfy its obligations in respect of such dividends;

(r) the Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options provided that for so long as the Corporation is listed on the TSXV: (i) Options granted to Investor Relations Service Providers shall be subject to the vesting requirements set out in TSX Venture Exchange Policy 4.4 and contain vesting provisions over 12 months on a quarterly basis.; and (ii) Awards granted to all other Participants shall be subject to the vesting requirements of TSX Venture Exchange Policy 4.4;

(s) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by wire transfer, certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include: (i) in the event that payment of the Exercise Price is occurring via cashless or net exercise in accordance with Sections 4.6 and 4.7 of this Plan, respectively, through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation); or (ii) such other consideration and method of payment for the issuance of Shares to the extent permitted by the Exchange and Securities Laws, or any combination of the foregoing methods of payment.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Corporate governance, Nomination and Compensation Committee

Duties and Responsibilities

In order to assist the Board of Directors in fulfilling its responsibilities with respect to human resources matters and in order to consolidate corporate governance, nomination and compensation matters in one committee, the Board of Directors has established the Corporate Governance, Compensation and Nomination Committee on September 19, 2013.

The Corporate Governance, Compensation and Nomination Committee’s purpose is to:

(a) fix the Chief Executive Officer’s (“CEO”) individual goals and objectives as well as corporate goals which are relevant to his compensation and review such goals and objectives with the CEO and evaluate the CEO's performance in light of those goals and objectives, determine and recommend for approval the CEO's compensation based on that evaluation and report to the Board of Directors thereon;

(b) in consultation with the CEO, review and make recommendations to the Board of Directors with respect to the compensation of all members of senior management other than the CEO (including incentive-compensation plans, equity-based plans, the terms of any employment agreements, severance arrangements, and change in control arrangements or provisions, and any special or supplemental

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benefits, as the case may be), with a view to maintaining a compensation program for the senior management at a fair and competitive level, consistent with the best interests of the Corporation;

(c) when requested by the Board, review and make recommendations to the Board of Directors with respect to compensation of directors, the Chairman of the Board of Directors and those acting as committee chairs to, among other things, ensure their compensation appropriately reflects the responsibilities they are assuming;

(d) when requested by the Board, determine and make recommendations to the Board of Directors regarding stock option awards pursuant to any of the Corporation’s equity-based plans;

(e) when requested by the Board, review the efficiency of incentive compensation programs and equity-based compensation programs for the Corporation's directors, officers and employees, and, when seen as advisable, make recommendations to the Board of Directors regarding the role thereof;

(f) when requested by the Board, review executive compensation disclosure prior to public disclosure of this information by the Corporation; and

(g) when requested by the Board, review with the Board of Directors the succession plans relating to the position of the CEO and other senior positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.

Composition and Experience

During the most recently completed financial year, the Corporate Governance, Compensation and Nomination Committee was comprised of three directors, namely Matt Silvestro (Chair), Kosta Kostic and Nicholas Nickoletopoulos, all of whom were independent members.

Each member of the Corporate Governance, Compensation and Nomination Committee was an experienced business person and had general knowledge of incentive structures and compensation levels.

Mr. Silvestro is President and owner of Jobmaster Magnets and a Canadian entrepreneur with an established track record of leading companies during both growth stages and market downturns. His operational experience spans all sides of a business from financial, procurement, administration, quality management and production. Mr. Silvestro holds a BA in Social Science (Geography – focus on soil science and hydrology) from University of Western Ontario.

Mr. Kostic is a Partner in the corporate/commercial group in the Montreal office of Dentons Canada LLP, an international law firm. His practice is predominantly focused on corporate finance, securities and mergers and acquisitions matters. Kosta has a broad range of experience providing advice to companies with respect to their ongoing corporate and securities law obligations. He has acted for various junior, mid-cap and established issuers in connection with their initial public offerings, follow-on offerings and listings on the Toronto Stock Exchange, the TSX Venture Exchange and the Canadian Securities Exchange (CSE). A member of the Barreau du Québec since 2002, Kosta received a B.C.L./LL.B. from McGill University in 2001 and B.A. in Communication Studies from Concordia University in 1996. He has also completed an executive training program on financial information at the McGill International Executive Institute and received a Certificate in Mining Law from Osgoode Hall Law School. Kosta is also a member of the Regional Advisory Committee of the TSX Venture Exchange.

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Association International based in Madison, Connecticut, and acted as President and Chairman in 2012. Dr. Nickolettopoulos holds a Ph.D. and a Bachelors degree in Metallurgical Engineering from McGill University and is a member of the Professional Order of Engineers of Ontario since 1997.

These skills and experiences enabled the Corporate Governance, Compensation and Nomination Committee to make proper decisions on the suitability of the Corporation’s compensation program.

Objectives of the Corporation’s Compensation Program

The Corporation does not have a formal executive compensation program, however the Corporation aims at offering to its executives, compensation packages that meet executive compensation packages for executives with similar talents, qualifications and responsibilities at corporations with similar financial, operating and industrial characteristics.

The Corporation is an exploration and development corporation and will not be generating significant revenues from operations for the foreseeable future. As a result, the use of traditional and measured performance metrics, such as corporate profitability, is not considered by the Corporation to be appropriate in the evaluation of the performance of its executives.

During the last financial year, the Corporation has not adopted specific corporate and individual objectives to determine the compensation to be paid to the executive officers.

As the Corporation is at the exploration and development phase with respect to its properties, it often has to operate with limited financial resources and control costs to ensure that funds are available to complete scheduled programs. As a result, the Board of Directors has also considered not only the financial situation of the Corporation at the time of the determination of the compensation but also the estimated financial situation in the mid and long-term.

For the financial year ended May 31, 2025, the compensation paid to the executive officers was determined after taking into consideration the Corporation’s business strategy, compensation packages that meet executive compensation packages for executives with similar talents, qualifications and responsibilities at corporations with similar financial, operating and industrial characteristics and general economic considerations. Please refer to the heading entitled “Compensation Process” of this Management Proxy Circular.

Compensation and Risk Management

In light of the Corporation’s size and the fact that it has not implemented a formal compensation program, it was not applicable for either the Corporate Governance, Compensation and Nomination Committee or the Board of Directors to consider risks associated with a compensation program.

The Corporation, as part of adopting its Insider Trading Policy, adopted a provision restraining the Named Executive Officers (as hereinafter defined) or directors from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds, any of which are designed to hedge their equity-based compensation awards or the value of the securities they hold.

Compensation Process

The Corporate Governance, Compensation and Nomination Committee relies on the knowledge and experience of its members to target appropriate levels of compensation for executive officers.

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The Corporate Governance, Compensation and Nomination Committee uses data publicly available to it to ensure that the Corporation is maintaining a level of compensation that is both commensurate with the size of the Corporation and sufficient to retain key personnel.

In the Corporate Governance, Compensation and Nomination Committee’s view, external data provides insight into external competitiveness, but it is not an appropriate single basis for establishing compensation levels. External data is considered, along with an assessment of individual performance and experience, the Corporation’s business strategy, and general economic considerations.

In order to be assisted in its functions, the Corporate Governance, Compensation and Nomination Committee shall have the authority to hire an independent compensation consultant to provide comparative market data and trends. However, due to the financial constraints of the Corporation during the last financial year, no such consultant was hired for the purpose of establishing compensation levels relative to any predetermined level or of comparing of the compensation to a specific peer group of corporations.

Elements of Executive Compensation

The compensation of the executive officers consists primarily of the payment of a base salary or consulting fees (in the case of contractor arrangements) and, in certain cases, the granting of options.

Base salary

The Board of Directors, in determining base salary for each executive officer, considers the person’s experience, position and responsibility within the Corporation. Base salaries or consulting fees are reviewed annually by the Compensation Committee.

Annual bonus

The Corporation has not adopted an annual bonus plan. Awards of annual bonuses are at the discretion of the Board of Directors. No awards were given during the financial year ended May 31, 2025.

Stock Options and other Awards

The Board of Directors believes that executive officers and employees should have a stake in the future growth of the Corporation and that their interests should be aligned with those of the shareholders. Executive officers, employees, directors and consultants who have an ability to directly impact the Corporation’s business are eligible to participate in the Corporation’s Omnibus Plan.

Stock Options and other Awards may be awarded by the Board of Directors to executive officers and directors at the commencement of their employment or directorship, annually based on meeting corporate and individual objectives, or for specific requirement, as the Board sees fit.

In reviewing Option and other Awards grants, the Board of Directors gives consideration to the number of Options already held by the executive officer, the level of responsibility assumed by the executive officer as well as his overall contribution to the Corporation’s business plan. For the financial year ended May 31, 2025, the Compensation Committee determined the number of Options granted in a discretionary manner based on the roles of each participant.

Executive Compensation Summary

Summary Compensation Table

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During the most recently completed financial year ended May 31, 2025, the Corporation had three Named Executive Officers (as hereinafter defined), namely Kiril Mugerman, its President and Chief Executive Officer, Mathieu Bourdeau, its Chief Financial Officer, and Dr. Pouya Hajiani, its Chief Technology Officer.

“Named Executive Officer” means each of the following individuals:

(a) the Chief Executive Officer;
(b) the Chief Financial Officer;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and the Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, for that financial year; and
(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

The following table sets forth all annual and long-term compensation awarded, paid to or earned by the Corporation’s Named Executive Officers during the financial years of the Corporation ended May 31, 2023, 2024 and 2025.

Name and Principal Position	Year	Salary ($)	Share-Based Awards ($)	Option Based Awards ($)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation (1) ($)	Total Compensation ($)
					Annual Incentive Plans	Long Term Incentive Plans
Kiril Mugerman	2025	130 010	42,000 (2)	-	-	-	-	2,425	174,435
President and Chief Executive Officer	2024	151,251	79,980 (3)	-	-	-	-	2,460	233,691
	2023	77,756	-	-	-	-	-	1,439	79,195
Pouya Hajiani	2025	200,000	42,000 (2)	-	-	-	-	848	242,848
Chief Technology Officer	2024	213,878	79,980 (3)	-	-	-	-	59	293,917
	2023	180,513	-	-	-	-	-	32	180,545
Mathieu Bourdeau	2025	108,000	42,000 (2)	-	-	-	-	2,425	152,425
Chief Financial Officer	2024	101,453	79,980 (3)	-	-	-	-	2,460	183,893
	2023	71,118	-	-	-	-	-	1,439	71,118

(1) Includes a taxable benefit from the health insurance plan.
(2) In 2025, 400,000 RSUs were awarded to Mr. Mugerman, Mr. Hajiani and Mr. Bourdeau, based on a share price of $0.105.
(3) In 2024, 372,000 RSUs were awarded to Mr. Mugerman, Mr. Hajiani and Mr. Bourdeau, based on a share price of $0.215. This issuance covered 2 years of awards since no awards were issued in 2023.

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Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table indicates for each of the Named Executive Officers all awards outstanding at the close of the financial year ended May 31, 2025.

Name	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options (1) ($)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share-Based Awards That Have Not Vested (2) ($)
Kiril Mugerman	100,000	0.165	April 16, 2025 (3)	-	586,000	84,970
President and Chief Executive Officer	150,000	0.34	January 27, 2026	-
	200,000	0.305	October 27, 2026	-
Mathieu Bourdeau	100,000	0.165	April 16, 2025 (3)	-	586,000	84,970
Chief Financial Officer	150,000	0.34	January 27, 2026	-
	200,000	0.305	October 27, 2026	-
Pouya Hajiani	100,000	0.165	April 16, 2025 (3)	-	586,000	84,970
Chief Technology Officer	150,000	0.34	January 27, 2026	-
	200,000	0.305	October 27, 2026	-

(1) Calculated based on the difference between the exercise price of the options and the closing price of the common shares of the Corporation as at May 31, 2025, being $0.145.
(2) Calculated based on the closing price of the Corporation's common shares on May 31, 2025, i.e. $0.145, multiplied by the number of units held and not vested.
(3) The Officers of the Corporation were in a blackout period when these Options expired. As per the Omnibus Plan, Awards may continue to subsist in certain circumstances, including management-imposed blackout periods.

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Incentive plan awards – value vested or earned during the year

| Name | Option-Based Awards – Value Vested During the Year (1)
($) | Share-Based Awards – Value Vested During the Year (2)
($) | Non-Equity Incentive Plan Compensation – Value Earned During the Year
($) |
| --- | --- | --- | --- |
| Kiril Mugerman (3)
President and Chief Executive Officer | - | 15,810 | - |
| Pouya Hajiani (4)
Process Engineer and Chief Technology Officer | - | 15,810 | - |
| Mathieu Bourdeau (5)
Chief Financial Officer | - | 15,810 | - |

(1) The value of the stock options that vested in the year ended May 31, 2025 is determined by multiplying the number of options vested during the year by the difference between the closing price of the Corporation’s common shares on the TSX Venture Exchange on the date of vesting and the exercise price of the options. If the closing price of the Corporation’s common shares was below or equal to the exercise price, the value of the vested options during the year was $ nil.
(2) The value of the RSUs that vested in the year ended May 31, 2025 is determined by multiplying the number of RSUs vested during the year by the closing price of the Corporation’s common shares on the TSX Venture Exchange on the date of vesting.
(3) Mr. Mugerman. On the January 25, 2024 grant, 186,000 RSUs vested on January 25, 2025 with a TSX-V price at $0.085.
(4) Mr. Hajiani. On the January 25, 2024 grant, 186,000 RSUs vested on January 25, 2025 with a TSX-V price at $0.085.
(5) Mr. Bourdeau. On the January 25, 2024 grant, 186,000 RSUs vested on January 25, 2025 with a TSX-V price at $0.085.

Pension Plan Benefits

The Corporation does not have a pension plan or similar benefit program.

Termination and Change of Control Benefits

On April 1, 2014, the Corporation entered into an employment agreement with Pouya Hajiani as Process Engineer of the Corporation. This employment agreement stipulates among other things, a base salary and provides for, in the event that the employment is terminated without cause, an indemnity equal to 6 months’ base salary. The agreement further provides for, in the event of a change of control, an indemnity paid in a lump sum equal to 24 months’ base salary, payable within 10 days of the election date and which represents, for the financial year ended May 31, 2025, an amount of $400,000. The details of the rights on the technology in the case of Change of Control are presented in detail in the 2017 Management Circular.

On September 14, 2015, the Corporation entered into an employment agreement with Kiril Mugerman as President and Chief Executive Officer of the Corporation. This employment agreement stipulates among other things, a base salary and provides for, in the event that the employment is terminated without cause, an indemnity equal to 6 months’ base salary. The agreement further provides for, in the event of a change of control, an indemnity paid in a lump sum equal to 24 months base salary, payable within 10 days of the election date and which represents, for the financial year ended May 31, 2025, an amount of $400,000.

On December 1st, 2018, the Corporation entered into an employment agreement with Mathieu Bourdeau as Chief Financial Officer. This employment agreement stipulates among other things, a base salary and provides for, in the event that the employment is terminated without cause, an indemnity equal to 12 months’ base salary. The agreement further provides for, in the event of a change of control, an indemnity paid in a lump sum equal to 24 months’ base salary, payable within 10 days of the election date and which represents, for the financial year ended May 31, 2025, an amount of $360,000.

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Directors Compensation

The Corporation has not adopted a formal compensation plan for directors. The objectives of the directors' compensation are to compensate the directors in a manner that is appropriate for the Corporation and competitive with other comparable companies and to align the interests of the directors with the shareholders.

Since 2020, directors of the Corporation only receive stock-based compensation for their services. Directors who are also executive officers of the Corporation do not receive extra compensation for the services rendered as a director of the Corporation. Directors are entitled to the reimbursement of expenses incurred in attending meetings of the Corporation.

Director's compensation table

Name^{(1)}	Year	Fees Earned ($)	Share-Based Awards ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	TOTAL ($)
Gilles Gingras	2025	-	26,250^{(2)}	-	-	-	26,250
	2024	-	49,880^{(3)}	-	-	-	49,880
	2023^{(4)}	-	-	-	-	-	-
Kosta Kostic	2025	-	21,000^{(2)}	-	-	-	21,000
	2024	-	53,965^{(3)}	-	-	-	53,965
	2023^{(4)}	-	-	-	-	-	-
Matt Silvestro	2025	-	26,250^{(2)}	-	-	-	26,250
	2024	-	44,935^{(3)}	-	-	-	44,935
	2023^{(4)}	-	-	-	-	-	-
Nicholas Nickoleopoulos	2025	-	21,000^{(2)}	-	-	-	21,000
	2024	-	39,990^{(3)}	-	-	-	39,990
	2023^{(4)}	-	-	-	-	-	-
Kiril Mugerman^{(1)}	2025	-	-	-	-	-	-
	2024	-	-	-	-	-	-
	2023^{(4)}	-	-	-	-	-	-

(1) Mr. Kiril Mugerman was a Named Executive Officer for the financial years 2023 to 2025 and received no fees as a director. Details respecting Mr. Mugerman’s compensation are provided in the table entitled “Summary Compensation Table” and elsewhere in this Management Proxy Circular.
(2) In 2025, the Corporation granted 250,000 DSUs to Mr. Gingras, 250,000 DSUs to Mr. Silvestro, 200,000 DSUs to Mr. Nickoleopoulos and 200,000 DSUs to Mr. Kostic, based on a stock price of $0.105.
(3) In 2024, the Corporation granted 232,000 DSUs to Mr. Gingras, 209,000 DSUs to Mr. Silvestro, 186,000 DSUs to Mr. Nickoleopoulos and 251,000 DSUs to Mr. Kostic, based on a stock price of $0.215.
(4) During the 2023 financial year, no Options or other Awards were granted to the directors of the Corporation.

Director Outstanding Share-based Awards and Options

The following table indicates for each director (except for the Named Executive Officers) all Awards outstanding at the end of the 2025 financial year.

	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options^{(1)} ($)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share-Based Awards That Have Not Vested^{(2)} ($)
Gilles Gingras	375,000	0.165	April 16, 2025	-	250,000	36,250
	75,000	0.34	January 27, 2026	-
	125,000	0.305	October 27, 2026^{(3)}	-

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	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options (1) ($)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share-Based Awards That Have Not Vested (2) ($)
Kosta Kostic	250,000	0.165	April 16, 2025	-	200,000	29,000
	50,000	0.34	January 27, 2026	-
	100,000	0.305	October 27, 2026 (3)	-
Matt Silvestro	250,000	0.155	June 3, 2025	-	250,000	36,250
	50,000	0.34	January 27, 2026	-
	100,000	0.305	October 27, 2026 (3)	-
Nicholas Nickoleopoulos	250,000	0.18	October 21, 2025	-	200,000	29,000
	50,000	0.34	January 27, 2026	-
	100,000	0.305	October 27, 2026 (3)	-

(1) Calculated based on the difference between the exercise price of the Options and the closing price of the common shares of the Corporation as at May 31, 2025, being $0.145.
(2) Calculated based on the closing price of the Corporation's common shares on May 31, 2025, i.e. $0.145, multiplied by the number of units held and not vested.
(3) The Directors of the Corporation were in a blackout period when these Options expired. As per the Omnibus Plan, Awards may continue to subsist in certain circumstances, including management-imposed blackout periods

Director incentive plan awards – Value Vested or Earned During the Year

Name	Option-Based Awards – Value Vested During The Year (1) ($)	Share-Based Awards – Value Vested During The Year (2) ($)	Non-Equity Incentive Plan Compensation – Value Earned During The Year ($)
Gilles Gingras (3)	-	19,720	-
Kosta Kostic (4)	-	21,335	-
Matt Silvestro (5)	-	17,765	-
Nicholas Nickoleopoulos (6)	-	15,810	-

(1) The value of the stock options that vested in the year ended May 31, 2025 is determined by multiplying the number of options vested during the year by the difference between the closing price of the Corporation's common shares on the TSX Venture Exchange on the date of vesting and the exercise price of the options. If the closing price of the Corporation's common shares was below or equal to the exercise price, the value of the vested options during the year was $nil.
(2) The value of the DSUs that vested in the year ended May 31, 2025 is determined by multiplying the number of DSUs vested during the year by the closing price of the Corporation's common shares on the TSX-Venture Exchange on the date of vesting.
(3) For Mr. Gingras. On the January 25, 2024 grant, 232,000 DSUs vested on January 25, 2025 with a TSX-V price at $0.085.
(4) For Mr. Kostic. On the January 25, 2024 grant, 251,000 DSUs vested on January 25, 2025 with a TSX-V price at $0.085.
(5) For Mr. Silvestro. On the January 25, 2024 grant, 209,000 DSUs vested on January 25, 2025 with a TSX-V price at $0.085.
(6) For Mr. Nickoleopoulos. On the January 25, 2024 grant, 186,000 DSUs vested on January 25, 2025 with a TSX-V price at $0.085.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain details as at May 31, 2025, the end of the Corporation’s financial year, with respect to the Stock Option Plan.

| Plan Category | Number of common shares
To Be Issued Upon Exercise
of Outstanding Options and
Other Awards | Weighted-Average Exercise
Price of Outstanding Options | Number of common shares
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected In The First Column) |
| --- | --- | --- | --- |
| Equity compensation plans
approved by security holders:
Stock Option Plan | 6,660,000 | 0.20 $ | 4,812,122 |
| Equity compensation plans
approved by security holders:
Other stock-based Awards,
excluding Options | 4,094,000 | - | 906,000 |
| Equity compensation plans not
approved by security holders | - | - | - |
| Total | 10,754,000 | 0.20 $ | 5,718,122 |

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at May 31, 2025, there were no loans granted by the Corporation to any of its directors or executive officers (including the Named Executive Officers), persons proposed for election as a director, or any person related to such directors or officers or persons proposed for election as a director.

INSURANCE OF DIRECTORS AND OFFICERS

The Corporation provides liability insurance for the benefit of its directors and officers. This insurance provides coverage of $5,000,000 per event and policy year. A deductible of $25,000 applies when the Corporation is authorized or obliged to indemnify the persons insured.

For the fiscal year ended May 31, 2025, the premium paid by the Corporation was $21,701 including the taxes on insurances.

INFORMATION ABOUT AUDIT COMMITTEE

a) Audit Committee’s Charter

The Audit Committee has a formal charter, the text of which is attached to this Management Proxy Circular as Schedule “B”. The Audit Committee Charter sets out the mandate and responsibilities of the Audit Committee after careful consideration of Regulation 52-110 respecting Audit Committees (“Regulation 52-110”).

b) Composition of the Audit Committee

The Audit Committee is currently composed of Gilles Gingras, Chairman, Matt Silvestro and Nicholas Nickoletopoulos, directors of the Corporation, all of which are considered independent pursuant to Regulation 52-110.

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All members, by their experience and formation, are financially literate within the meaning of Regulation 52-110. The Audit Committee meets on a quarterly basis or adopts written resolutions recommending to the Board the approval of the financial statements.

c) Relevant Education and Experience

The members of the Audit Committee of the Corporation have gained their education and experience by participating in the management of private and public companies and are financially literate, meaning that they have 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 be reasonably expected to be raised by the Corporation’s financial statements. The education and related experience of each Audit Committee member that is relevant to the performance of his responsibilities are set out below:

Gilles Gingras

Gilles Gingras, CPA, CA, was an audit and advisory services partner at Deloitte LLP, a global professional services firm, from 1987 to 2013. As managing partner of the Québec City audit department from 1994 to 2002, Mr. Gingras was involved in numerous audit and tax and financial planning mandates for private and public companies. He also participated in many initial public offerings (IPO), financing mandates, restructuring mandates and due diligences in connection with mergers and acquisitions. Mr. Gingras was a member of Deloitte LLP Canadian Board of Directors and of its finance, risk management and governance committees from 2002 to 2010.

Mr. Gingras holds a bachelor’s degree in business administration from Laval University in Québec City. He is a member of the Ordre des comptables professionnels agréés du Québec and holds a diploma from the Institute of Corporate Directors (ICD).

Matt Silvestro

Nicholas Nickoletopoulos

Mr. Nickoletopoulos is President, Managing Director and minority shareholder of Metalunic, a Quebec-based manufacturer of metallic building envelope products primarily composed of Canadian base materials. Previously, he led different companies as President, CEO or General Manager including Urecon, Sivaco Wire Group and Ifastgroupe. Dr. Nickoletopoulos sat on the Board of Directors of Durabox Paper Inc. from 2003 to 2016 until it was acquired by Supremex Inc. (SXP on the TSX). He sat on the Board of Wire Association International based in Madison, Connecticut, and acted as President and Chairman in 2012. Dr. Nickoletopoulos holds a Ph.D. and a Bachelor’s degree in Metallurgical Engineering from McGill University and is a member of the Professional Order of Engineers of Ontario since 1997.

d) Audit Committee Oversight

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Since the commencement of the Corporation’s most recently completed financial year, the Board of Directors has never refused to adopt a recommendation of the Audit Committee with respect to the nomination or compensation of the external auditors.

e) Reliance on certain exemptions

At no time during the financial year ended May 31, 2025 has the Corporation relied on the exemption provided at section 2.4 (exemption for de minimis non-audit services), on any of the various exemptions provided in Regulation 52-110, or on those provide under Part 8 of Regulation 52-110 (Exemptions). However, the Corporation is exempted from the application of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of Regulation 52-110 because it is an emerging issuer as defined in Regulation 52-110.

f) Pre-Approval Policies and procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services, as described in the charter of the Audit Committee.

g) External Auditor Service Fees

The aggregate fees billed over the last two financial years by the external auditors of the Corporation are as follows:

| | 2025
($) | 2024
($) |
| --- | --- | --- |
| Audit fees (1) | 73,500 | 80,197 |
| Audit-related fees (2) | 16,050 | - |
| Tax fees (3) | 8,925 | 12,260 |
| TOTAL | 98,475 | 92,457 |

(1) Audit fees include fees related to the audit of the Corporation’s financial statements.
(2) Audit-related fees include fees for services related to the review of the Corporation’s financial statements.
(3) Tax service fees include fees for preparation of the Corporation’s tax returns as well as tax ruling services and other tax opinions.

INFORMATION ABOUT CORPORATE GOVERNANCE

The Board of Directors of the Corporation considers good corporate governance to be important to the effective operations of the Corporation and to ensure that the Corporation is managed so as to enhance shareholder value.

The Board of Directors, assisted by the Compensation Committee, is responsible for ensuring that the Corporation addresses all corporate governance matters in compliance with Regulation 58-101 respecting Disclosure of Corporate Governance Practices (“Regulation 58-101”), Form 58-101F2 Corporate Governance Statement (venture issuers), Policy Statement 58-201 to Corporate Governance Guidelines of the Canadian Securities Administrators and the TSX Venture Exchange Policy 3.1 - Directors, Officers, other Insiders & Personnel and Corporate Governance. The Compensation Committee is responsible for

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developing and recommending to the Board appropriate corporate governance principles for the Corporation.

The Board of Directors will consider new candidates for nomination, if deemed necessary. The Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board of Directors' duties effectively and to maintain a diversity of view and experience.

The Corporation does not currently have a written policy relating to the identification and nomination of women, Aboriginal peoples, persons with disabilities or members of visible minorities as directors. Historically, the Corporation has not felt that such a policy was needed. However, the Corporation is currently considering the adoption of such a policy.

When the Board of Directors selects candidates for executive or senior management positions or for director positions, it considers not only the qualifications, personal qualities, business background and experience of the candidates, it also considers the composition of the group of nominees, to best bring together a selection of candidates allowing the Corporation's management or Board of Directors, as the case may be to perform efficiently and act in the best interest of the Corporation and its shareholders. The Corporation is aware of the benefits of diversity at the executive and senior management levels and on the Board of Directors, and therefore the level of representation of women, Aboriginal peoples, persons with disabilities and members of visible minorities is one factor taken into consideration during the search process for executive and senior management positions of for directors.

The Corporation has not adopted a "target" number or percentage regarding women, Aboriginal peoples, persons with disabilities or members of visible minorities on the Board of Directors or in executive or senior management positions. The Corporation considers candidates based on their qualifications, personal qualities, business background and experience, and does not feel that targets necessarily result in the identification or selection of the best candidates. There are at present no women, Aboriginal people or person with disabilities or members of visible minorities acting as executive officers of the Corporation.

The Corporation's disclosure of corporate governance practices pursuant to Regulation 58-101 is set out in Schedule "C" to this Management Proxy Circular in the form required by Form 58-101F2.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as such term is defined in Regulation 51-102 respecting Continuous Disclosure Obligations) of the Corporation, nominee for election as a director of the Corporation or, to the knowledge of the directors and executive officers of the Corporation, their respective associates or affiliates, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Corporation.

OTHER ITEMS ON THE AGENDA

Management of the Corporation is not aware of any amendment regarding the matters set forth in the Notice or any other matters which may properly come before the Meeting, other than those mentioned in the Notice. However, should any amendment or other business be duly submitted to the Meeting, the attached proxy form confers discretionary authority upon the persons designated therein to vote on the amendments concerning the matters mentioned in the Notice or any other business in accordance with their best judgment.

ADDITIONAL INFORMATION

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Financial information is provided in the Corporation’s financial statements and management’s discussion and analysis for its most recently completed financial year. Copies of these documents may be obtained on request from the secretary of the Corporation at: 75 boulevard de Mortagne, Boucherville (Quebec) J4B 6Y4, tel: (514) 223-1449. Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca.

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

In accordance with the Canada Business Corporations Act, a shareholder may be entitled to submit to the Corporation notice of any matter that the person proposes to raise at the next annual meeting of shareholders and the Corporation shall set out such proposal and the accompanying supporting statements, if any, in the management proxy circular for the next annual meeting of shareholders, provided such notice is given to the Corporation by June 30, 2026.

APPROVAL

The content of this Management Proxy Circular and its forwarding to the shareholders have been approved by the directors of the Corporation.

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

DATED at Boucherville (Quebec), September 12, 2025.

(s)Kiril Mugerman
President and Director

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SCHEDULE “A”
GEOMEGA RESOURCES INC.
(the “Corporation”)

SHAREHOLDERS’ RESOLUTION

APPROVAL OF THE OMNIBUS PLAN

BE IT RESOLVED THAT:

a) the Omnibus Plan of the Corporation, as amended on September 12, 2025, and attached to the Corporation's proxy circular dated September 12, 2025, is, and is hereby, ratified, confirmed and approved;

b) the Company is authorized to grant Awards under and in accordance with the terms, conditions and limits of the Omnibus Plan;

c) any one or more of the directors or officers of the Corporation is authorized and directed, upon the Board of Directors resolving to give effect to this resolution, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to the resolution.

SCHEDULE “B”
AUDIT COMMITTEE CHARTER

GEOMEGA RESOURCES INC.
(the “Corporation”)

The following charter is adopted in compliance with Regulation 52-110 respecting Audit Committees (“52-110”).

MANDATE AND OBJECTIVES

The mandate of the audit committee of the Corporation (the “Committee”) is to assist the board of directors of the Corporation (the “Board”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting and the Corporation’s auditing, accounting and financial reporting processes.

The objectives of the Committee are to:

i) serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements;
ii) ensure the independence of the Corporation’s independent auditors; and
iii) provide better communication among the Corporation’s independent auditors, the management and the Board.

COMPOSITION

The Committee shall be comprised of at least three (3) directors as determined by the Board. The majority of the members of the Committee shall be independent, within the meaning of 52-110.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate shall work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices.

For the purposes of this charter, the definition of “financially literate” is 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 presumably be expected to be raised by the Corporation’s financial statements.

The appointment of members to the Committee shall take place annually at the first meeting of the Board after a meeting of shareholders at which directors are elected. If the appointment of members of the Committee is not so made, the directors who are then serving as members of the Committee shall continue to serve as members until their successors are validly appointed. The Board may appoint a member to fill a vacancy that occurs in the Committee between annual elections of directors.

Unless the Committee’s chairman is appointed by the Board, the members of the Committee may designate a chairman by a majority vote of all Committee members.

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3. MEETINGS AND PROCEDURES

The Committee shall meet at least quarterly, or more frequently if required.

At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In the case of an equality of votes, the chairman shall not be entitled to a second vote.

Quorum for meetings of the Committee shall be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing meetings of the Board.

The powers of the Committee may be exercised at a meeting at which a quorum of the Committee is present in person or by telephone or other electronic means or by a resolution signed by all members entitled to vote on that resolution at a meeting of the Committee.

Each member (including the chairman of the Committee) is entitled to one vote in Committee proceedings.

The Committee shall meet separately, periodically, with senior management and may request any member of the Corporation's senior management or the Corporation's outside counsel or independent auditors to attend meetings of the Committee or to meet with any members of or advisors to the Committee.

4. DUTIES AND RESPONSIBILITIES

The following are the general duties and responsibilities of the Committee:

4.1 Financial Statements and Disclosure Matters

4.1.1 Review the Corporation’s financial statements, management’s discussion and analysis and any press releases regarding annual and interim earnings, before the Corporation publicly discloses such information, and any reports or other financial information which are submitted to any governmental body or to the public.

4.2 Independent Auditors

4.2.1 Recommend to the Board the selection and, where applicable, the replacement of the independent auditors to be appointed annually as well the compensation of such independent auditors.

4.2.2 Oversee the work and review annually the performance and independence of the independent auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation.

4.2.3 On an annual basis, review and discuss with the independent auditors all significant relationships they may have with the Corporation that may impact their objectivity and independence.

4.2.4 Consult with the independent auditors about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements.

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4.2.5 Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.

4.2.6 Review the audit plan for the year-end financial statements and intended template for such statements.

4.2.7 Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, as well as any non-audit services provided by the independent auditors to the Corporation or its subsidiaries. The pre-approval requirement is satisfied with respect to the provision of non-audit services if:

4.2.7.1 the aggregate amount of all such non-audit services provided to the Corporation constitutes no more than 5% of the total amount of fees paid by the Corporation and its subsidiaries to the independent auditors during the fiscal year in which the non-audit services are provided;

4.2.7.2 such services were not recognized by the Corporation or its subsidiaries as non-audited services at the time of the engagement; and

4.2.7.3 such services are promptly brought to the attention of the Committee by the Corporation and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

The Committee may delegate to one or more independent members of the Committee the aforementioned authority to pre-approve non-audited services, provided the pre-approval of the non-audit services is presented to the Committee at its first scheduled meeting following such approval.

4.2 Financial Reporting Processes

4.3.1 Review with management, in consultation with the independent auditors, the integrity of the Corporation’s financial reporting process, both internal and external.

4.3.2 Consider the independent auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.

4.3.3 Consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the independent auditors and management.

4.3.4 Review any significant disagreement among management and the independent auditors in connection with the preparation of the financial statements.

4.3.5 Review, with the independent auditors and management, the extent to which changes and improvements in financial and accounting practices have been implemented.

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4.3.6. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters as well as the confidential, anonymous treatment of submissions by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

4.4 Risk Management

4.4.1 Oversee the identification, prioritisation and management of the risks faced by the Corporation.

4.4.2 Direct the facilitation of risk assessment and measurement to determine the material risks to which the Corporation may be exposed and to evaluate the strategy for managing those risks.

4.4.3 Monitor the changes in the internal and external environment and the emergence of new risks.

4.4.4 Review the adequacy of insurance coverage.

4.4.5 Monitor the procedures to deal with and review disclosure of information to third parties insofar as these disclosures represent a risk for the Corporation.

4.5 Whistleblower Policy

4.5.1 Monitor and review compliance with the Corporation’s Whistleblower Policy;

4.5.2 Establish a procedure for the receipt and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;

4.5.3 Establish a procedure for the confidential and anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

4.5.4 Ensure that a confidential and anonymous process exists whereby persons can report any wrongdoing relating to the Corporation and its subsidiaries.

4.6 Reporting Responsibilities

4.6.1 The Committee shall report to the Board on a regular basis, and in any event:

4.6.1.1 before the public disclosure by the Corporation of its financial statements, management’s discussion and analysis and any press releases regarding annual and interim earnings and any reports or other financial information which are submitted to any governmental body or to the public; and

4.6.1.2 as required by applicable legislation, regulatory requirements and policies of the Canadian Securities Administrators.

4.7 Annual Evaluation

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4.7.1. Annually, the Committee shall, in a manner it determines to be appropriate:

4.7.1.1 conduct a review and evaluation of the performance of the Committee and its members, including the compliance of the Committee with this charter; and

4.7.1.2 review and assess the adequacy of this charter and the position description for the chairman of the Committee and recommend to the Board any improvements to this charter or the position description that the Committee determines to be appropriate, except for minor technical amendments to this charter, authority for which is delegated to the Corporate Secretary, who will report any such amendments to the Board at its next regular meeting.

5. AUTHORITY

5.1 External Consultants

5.1.1 The Committee may engage, when it deems appropriate, legal counsel or other independent external consultants to assist it in carrying out its duties and responsibilities. It sets the remuneration and compensates the external consultants it engages. The Corporation provides the funds reasonably necessary to pay for the services of these external consultants.

APPROVED BY THE BOARD OF DIRECTORS ON DECEMBER 9, 2013
AND RECONDUCTED ON APRIL 24, 2025

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SCHEDULE “C”

STATEMENT OF CORPORATE GOVERNANCE PRACTICES
of Geomega Resources Inc.
(the “Corporation”)

The Corporation seeks to attain high standards of corporate governance. The Board of Directors has carefully considered the Corporate Governance Guidelines set forth in Regulation 58-101 respecting Disclosure of Corporate Governance Practices (“Regulation 58-101”), Form 58-101F2 Corporate Governance Statement (venture issuers) and Policy Statement 58-201 to Corporate Governance Guidelines of the Canadian Securities Administrators.

Form 58-101F2 - Corporate Governance Disclosure
The Corporation's Practices

Board of Directors

i) Disclose the identity of directors who are independent.

The Board of Directors is currently composed of five persons. The following directors are “independent” pursuant to Regulation 58-101: Gilles Gingras, Kosta Kostic, Nicholas Nickoletopoulos and Matt Silvestro.

ii) Disclose the identity of directors who are not independent and describe the basis for that determination.

Kiril Mugerman must be considered a non-independent director since he is the President and CEO of the Corporation.

iii) Disclose how the Board of Directors facilitates its exercise of independent supervision over management.

The Board of Directors of the Corporation and all the committees of the Board of Directors are composed of a majority of independent directors. The independent directors hold private meetings, without the attendance of non-independent directors, at every meeting of the Board of Directors.

Directorships

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

The following directors are currently director of another issuer that is reporting issuer (or the equivalent) in a jurisdiction in Canada or abroad:

Kiril Mugerman	Kintavar Exploration Inc.	Canada

Orientation and Continuing Education

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Form 58-101F2 - Corporate Governance Disclosure

The Corporation's Practices

Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.

Given its size and limited resources, the Corporation does not offer a formal orientation and education program for new directors. The new directors familiarize themselves with the Corporation by speaking to other directors and by reading documents provided by the officers.

However, the directors are invited to follow, at the expense of the Corporation, the various seminars offered by the TSX Venture Exchange and other regulatory authorities on the management of reporting issuers and on the duties of directors of such issuers. Also, the directors have access to the legal counsel to the Corporation for any question concerning their duties as director.

Ethical Business Conduct

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

Each director, in the exercise of his functions and responsibilities, must act in all honestly and good faith in the best interest of the Corporation as well as in compliance with the law, rules and policies. In case of a conflict of interests, each director has to declare the nature and extent in any one important contract or proposed contract of the Corporation as soon as he acquires knowledge of an agreement or intent of the Corporation to consider or grant the proposed contract. In such case, the director must refrain from voting on the subject.

The Board of Directors of the Corporation has adopted a policy with respect to internal controls to address issues like banking transactions, related party transactions and various exploration expenditures.

Nomination of Directors

Disclose what steps, if any, are taken to identify new candidates for board nomination, including (i) who identify new candidates, and (ii) the process of identifying new candidates

The Corporate Governance, Nomination and Compensation Committee is responsible for recommending to the Board of Directors suitable candidates for nominees for election or appointment as directors and specifies which criteria governing the overall composition of the board and governing the desirable individual characteristics for directors. The candidates are chosen after carefully reviewing and assessing the professional qualifications and skills, personality and other qualifications of each candidate, including the time and energy that such candidate is able to devote to the task and the contribution he can make to the Board of Directors.

Compensation

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Form 58-101F2 - Corporate Governance Disclosure	The Corporation's Practices
Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including (i) who determines compensation, and (ii) the process of determining compensation.	The Corporate Governance, Nomination and Compensation Committee is responsible for reviewing the compensation of the Corporation’s directors and officers.
The mandate of the Corporate Governance, Nomination and Compensation Committee is used to fulfill its responsibilities and the Board of Directors believes that this composition allows for the free flow of information that is required to ensure that the compensation process is objective and effective. For more details please refer to the section entitled “Compensation Discussion and Analysis” of the Management Proxy Circular.
7. Other Board Committees
If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	Besides the Audit Committee and the Governance Committee, there are currently no other committees formed within the Board of Directors.
8. Assessments
Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.	For the financial year ended May 31, 2025, the Board of Directors of the Corporation has not completed any formal procedures for assessing the performance of the Board or its committees and members. Those responsibilities have rather been carried out on an informal basis by the Corporate Governance, Nomination and Compensation Committee.

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SCHEDULE “D”

OMNIBUS PLAN

(as amended on September 12, 2025)

[Please see attached]

NATDOCS\89104325.v1

GEOMEGA RESOURCES INC.

OMNIBUS EQUITY INCENTIVE PLAN

APPROVED BY THE BOARD OF DIRECTORS ON SEPTEMBER 19, 2023, as amended on September 12, 2025

NATDOCS\89104325.v1

Page

ARTICLE 1 - PURPOSE

1.1 Purpose... 1
1.2 Amendment to Predecessor Plan... 1

ARTICLE 2 - INTERPRETATION

2.1 Definitions... 1
2.2 Interpretation... 11

ARTICLE 3 - ADMINISTRATION

3.1 Administration... 11
3.2 Delegation to Committee... 13
3.3 Determinations Binding... 13
3.4 Eligibility... 13
3.5 Plan Administrator Requirements... 13
3.6 Total Shares Subject to Awards... 14
3.7 Limits on Grants of Awards... 14
3.8 Award Agreements... 15
3.9 Non-transferability of Awards... 15

ARTICLE 4 - OPTIONS

4.1 Granting of Options... 15
4.2 Exercise Price... 16
4.3 Term of Options... 16
4.4 Vesting and Exercisability... 16
4.5 Payment of Exercise Price... 16
4.6 Cashless Exercise... 17
4.7 Net Exercise of Options... 17

ARTICLE 5 - DEFERRED SHARE UNITS

5.1 Granting of DSUs... 18
5.2 DSU Account... 19
5.3 Vesting of DSUs... 19
5.4 Settlement of DSUs... 19

ARTICLE 6 - RESTRICTED SHARE UNITS

6.1 Granting of RSUs... 20

6.2 RSU Account ... 20
6.3 Vesting of RSUs ... 21
6.4 Settlement of RSUs ... 21

ARTICLE 7 - PERFORMANCE SHARE UNITS ... 21
7.1 Granting of PSUs ... 21
7.2 Terms of PSUs ... 22
7.3 Performance Goals ... 22
7.4 PSU Account ... 22
7.5 Vesting of PSUs ... 22
7.6 Settlement of PSUs ... 22

ARTICLE 8 - OTHER SHARE-BASED AWARDS ... 23

ARTICLE 9 - ADDITIONAL AWARD TERMS ... 23
9.1 Dividend Equivalents ... 23
9.2 Blackout Period ... 24
9.3 Withholding Taxes ... 24
9.4 Recoupment ... 25

ARTICLE 10 - TERMINATION OF EMPLOYMENT OR SERVICES ... 25
10.1 Termination of Employment, Services or Director ... 25
10.2 Discretion to Permit Acceleration ... 26
10.3 Participants’ Entitlement ... 27

ARTICLE 11 - EVENTS AFFECTING THE CORPORATION ... 27
11.1 General ... 27
11.2 Change in Control ... 27
11.3 Reorganization of Corporation’s Capital ... 28
11.4 Other Events Affecting the Corporation ... 29
11.5 Immediate Acceleration of Awards ... 29
11.6 Issue by Corporation of Additional Shares ... 29
11.7 Fractions ... 29

ARTICLE 12 - U.S. TAXPAYERS ... 30
12.1 Provisions for U.S. Taxpayers ... 30
12.2 ISOs ... 30
12.3 ISO Term and Exercise Price; Grants to 10% Shareholders ... 30
12.4 $100,000 Per Year Limitation for ISOs ... 31
12.5 Disqualifying Dispositions ... 31

NATDOCS\89104325.v1

iii

12.6 ISO Status Following Termination of Employment ... 31
12.7 Shareholder Approval for ISO Purposes ... 32
12.8 Section 409A of the Code ... 32
12.9 Section 83(b) Election ... 33

ARTICLE 13 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ... 33

13.1 Amendment, Suspension, or Termination of the Plan ... 33
13.2 Shareholder Approval ... 34
13.3 Permitted Amendments ... 35

ARTICLE 14 - MISCELLANEOUS ... 35

14.1 Legal Requirement ... 35
14.2 No Other Benefit ... 35
14.3 Rights of Participant ... 36
14.4 Corporate Action ... 36
14.5 Conflict ... 36
14.6 Anti-Hedging Policy ... 36
14.7 Participant Information ... 36
14.8 Participation in the Plan ... 36
14.9 International Participants ... 37
14.10 No Representations or Warranties ... 37
14.11 Successors and Assigns ... 37
14.12 Exchange Hold Period ... 37
14.13 Press Release ... 37
14.14 Award to Particular Persons ... 37
14.15 General Restrictions on Assignment ... 37
14.16 Severability ... 37
14.17 Notices ... 38
14.18 Effective Date ... 38
14.19 Governing Law ... 38
14.20 Submission to Jurisdiction ... 38
14.21 French Language ... 38

GEOMEGA RESOURCES INC.
Omnibus Equity Incentive Plan
ARTICLE 1 - PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees, Management Company Employees and Consultants, to reward such of those Directors, Officers, Employees, Management Company Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees, Management Company Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

1.2 Amendment to Predecessor Plan

This Plan constitutes an amendment to and restatement of the Corporation’s stock option plan last ratified and approved on October 26, 2022 (the “Predecessor Plan”). Subject to compliance with the policies of the Exchange, all outstanding Options granted under the Predecessor Plan (the “Predecessor Options”) shall continue to be outstanding as awards granted under and subject to the terms of this Plan, provided however that that all Options which have been granted under the Predecessor Plan remain in force in accordance with their existing terms.

ARTICLE 2 - INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“Affiliate” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions, as amended from time to time;

“Award” means any Option, Deferred Share Unit, Restricted Share Unit, Performance Share Unit or Other Share-Based Award granted under this Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein;

“Award Agreement” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, and evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements;

“Board” means the board of directors of the Corporation as it may be constituted from time to time;

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"Business Day" means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Montreal, province of Québec, are open for commercial business during normal banking hours;

"Canadian Taxpayer" means a Participant that is resident in Canada for purposes of the Tax Act;

"Cash Fees" has the meaning set forth in Subsection 5.1(a);

"Cause" means:

(a) with respect to a particular Employee: (1) "cause" as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee; (2) in the event there is no written or other applicable employment agreement between the Corporation or a subsidiary of the Corporation and the Employees or "cause" is not defined in such agreement, "cause" as such term is defined in the Award Agreement; or (3) in the event neither clause (1) nor (2) apply, then "cause" as such term is defined by applicable law or, if not so defined, then (A) with respect to an Award of an Employee that is not employed in the United States, such term shall refer to circumstances where an employer can terminate an individual's employment without notice or pay in lieu thereof; and (B) with respect to an Award of an Employee that is employed in the United States (i) any breach of any written agreement between the Corporation and Employee; (ii) any failure to perform assigned job responsibilities in a competent and diligent manner that continues unremedied for a period of thirty (30) days after written notice to Employee by the Corporation and Employee shall only be entitled to such notice once per calendar year; (iii) the commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (iv) the Corporation's reasonable belief that Employee engaged in a violation of any statute, rule or regulation, any of which in the judgment of Employer is harmful to the Corporation's business or reputation; or (v) the Corporation's reasonable belief that Employee engaged in unethical practices, dishonesty or disloyalty;

(b) in the case of a Consultant (1) the occurrence of any event which, under the written consulting contract with the Consultant or the common law or the laws of the jurisdiction in which the Consultant provides services, gives the Corporation or any of its Affiliates the right to immediately terminate the consulting contract; or (2) the termination of the consulting contract as a result of an order made by any Regulatory Authority having jurisdiction to so order;

(c) in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be qualified to act as a Director pursuant to the section 105(1) of the CBCA; (2) a resolution having been passed by the shareholders pursuant to section 106(3) of the CBCA, or (3) an order made by any Regulatory Authority having jurisdiction to so order; or

(d) in the case of an Officer, (1) cause as such term is defined in the written employment agreement with the Officer or if there is no written employment

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agreement or cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Officer provides services; or (2) ceasing to be an Officer as a result of an order made by any Regulatory Authority having jurisdiction to so order.

"CBCA" means the Canada Business Corporations Act;

"Change in Control" means the occurrence of any one or more of the following events:

(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or a wholly-owned subsidiary of the Corporation) hereafter acquires the direct or indirect "beneficial ownership" (as defined in the CBCA) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a wholly-owned subsidiary of the Corporation;

(c) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one or more Persons which were wholly-owned subsidiaries of the Corporation prior to such event;

(d) the occurrence of a transaction requiring approval of the Corporation's shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned subsidiary of the Corporation);

(e) subject to the prior acceptance of the Exchange, any other event which the Board determines to constitute a change in control of the Corporation; or

(f) individuals who comprise the Board as of the last annual meeting of shareholders of the Corporation (the "Incumbent Board") for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation's shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board;

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred pursuant to clauses (a), (b), (c) or (d) above if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then

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outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the "Surviving Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees ("voting power") of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the "Parent Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a "Non-Qualifying Transaction" and, following the Non-Qualifying Transaction, references in this definition of "Change in Control" to the "Corporation" shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a Company or a trust, references to the "Board" shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes "deferred compensation" (within the meaning of Section 409A of the Code), the payment of which would be required upon, or accelerated upon, a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as "a change in control event" within the meaning of Section 409A of the Code;

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time;

"Committee" has the meaning set forth in Section 3.2;

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

"Consultant" means, in relation to the Corporation an individual (other than a Director, Officer or Employee of the Corporation or any of its subsidiaries) or Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution (as defined in the Securities Act (Québec);

(b) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Company, as the case may be; and

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(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a subsidiary of the Corporation;

“Consultant Company” means a Consultant that is a Company;

“Control” means:

(a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

(b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

(c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “Controlled by”, “Controlling” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“Corporation” means Geomega Resources Inc.;

“Date of Grant” means, for any Award, the current date or future date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

“Deferred Share Unit” or “DSU” means any right granted under Article 5 of this Plan;

“Director” means a director of the Corporation who is not an Employee;

“Director Fees” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

“Disabled” or “Disability” means, in respect of a Participant, suffering from a state of mental or physical disability, illness or disease that prevents the Participant from carrying out his or her normal duties as an Employee for a continuous period of six months or for any period of six months in any consecutive twelve month period, as certified by two medical doctors or as otherwise determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

“Disinterested Shareholder Approval” means approval in accordance with TSX Venture Exchange Policy 4.4 by the Corporation’s shareholders at a duly constituted shareholders meeting, excluding: (i) votes attached to the Shares beneficially owned by Insiders to

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whom Awards may be granted under the Plan and their associates and affiliates; and (ii) such other excluded votes as described under TSX Venture Exchange Policy 4.4;

“Effective Date” means the effective date of this Plan, being October 26, 2022;

“Elected Amount” has the meaning set forth in Subsection 5.1(a);

“Electing Person” means a Participant who is, on the applicable Election Date, a Director;

“Election Date” means the date on which the Electing Person files an Election Notice in accordance with Subsection 5.1(b);

“Election Notice” has the meaning set forth in Subsection 5.1(b);

“Employee” means:

(a) an individual who is considered an employee of the Corporation or any of its subsidiaries under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(b) an individual who works full-time for the Corporation or any of its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiaries over the details and methods of work as an employee of the Corporation or of its subsidiaries, as the case may be, but for whom income tax deductions are not made at source; or

(c) an individual who works for the Corporation or any of its subsidiaries on a continuing and regular basis for a minimum of five (5) hours per week, providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of its subsidiaries, as the case may be, but for whom income tax deductions are not made at source;

“Exchange” means, as applicable, the TSXV, the TSX, or any other exchange on which the Shares are or may be listed from time to time;

“Exercise Notice” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option;

“Exercise Price” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

“Expiry Date” means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

“Fair Market Value” with respect to one Share as of any date shall mean (a) if the Shares are listed on the Exchange, the price of one Share at the close of the regular trading session

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of such market or exchange on the last trading day prior to such date, and if no sale of Shares shall have occurred on such date, on the next preceding date on which there was a sale of Shares (subject to such price not being less than the Discounted Market Price (as defined in the policies of the Exchange)); (b) if the Shares are not so listed on an established stock exchange, the average of the closing "bid" and "asked" prices quoted by the OTC Markets, the National Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted "bid" and "asked" prices on such date, on the next preceding date for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto, and with respect to Options awarded to U.S Taxpayers, such valuation principles will be in accordance with U.S. Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(1).

"Insider" has the meaning given to such term in the Securities Act (Québec);

"Investor Relations Activities" means any activities or oral or written communications, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation:

(i) to promote the sale of products or services of the Corporation; or
(ii) to raise public awareness of the Corporation;

that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(b) activities or communications necessary to comply with the requirements of:

(i) applicable securities laws; and
(ii) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or Exchange having jurisdiction over the Corporation;

(c) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

(i) the communication is only through the newspaper, magazine or publication; and
(ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(d) activities or communications that may be otherwise specified by an Exchange.

"Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

"Management Company Employee" means an individual employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation,

"Market Price" at any date in respect of the Shares shall be determined as follows

(a) if the Shares are then listed on the Exchange, then the Market Price shall be the volume weighted average trading price on the Exchange for the ten trading days immediately preceding such date (subject to such price not being less than the Discounted Market Price (as defined in the policies of the Exchange); and

(b) if the Shares are not listed on the Exchange, then the Market Price shall be, subject to the necessary approvals of the applicable Regulatory Authorities, the fair market value of the Shares on such date as determined by the Board in its discretion;

"Officer" means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries;

"Options" means a right granted to a Participant by the Corporation to acquire Shares of the Corporation at a specified price for a specified period of time;

"Option Shares" means Shares issuable by the Corporation upon the exercise of outstanding Options;

"Other Share-Based Award" means any right granted under Article 8;

"Participant" means a Director, Officer, Employee, Management Company Employee or Consultant to whom an Award has been granted under this Plan;

"Participant's Employer" means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant's Employer;

"Performance Goals" means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

"Performance Share Unit" or "PSU" means any right granted under Article 7 of this Plan;

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"Person" means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

"Plan" means this Omnibus Equity Incentive Plan, as may be amended from time to time;

"Plan Administrator" means the Board or, to the extent that the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

"Predecessor Options" has the meaning set forth in Subsection 1.2;

"Predecessor Plan" has the meaning set forth in Subsection 1.2;

"Regulatory Authorities" means all stock exchanges, inter-dealer quotation networks and other organized trading facilities on which the Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation;

"Restricted Share Unit" or "RSU" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

"Retirement" means, unless otherwise defined in the Participant's written or other applicable employment agreement or in the Award Agreement, the termination of the Participant's working career at the age of 67 or such other retirement age, with consent of the Plan Administrator, if applicable;

"Section 409A of the Code" means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

"Security Based Compensation Arrangement" means an Option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation;

"Separation from Service" has the meaning ascribed to it under Section 409A of the Code.

"Share" means one common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time,

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or after an adjustment contemplated by Article 11, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“subsidiary” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary, provided that, in the case of a Canadian Taxpayer, the issuer is related (for purposes of the Tax Act) to the Corporation;

“Tax Act” means the Income Tax Act (Canada);

“Termination Date” means:

(a) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates: (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation in a written employment agreement, or other written agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no written employment agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which an Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant;

(b) in the case of a Consultant whose consulting agreement or arrangement with the Corporation or a subsidiary of the Corporation, as the case may be, terminates, the date that is designated by the Corporation or the subsidiary of the Corporation (as the case may be), as the date on which the Participant’s consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and “Termination Date” specifically does not mean the date on which any period of notice of termination that the Corporation or the subsidiary of the Corporation (as the case may be) may be required to provide to the Participant under the terms of the consulting agreement or arrangement expires; or

(c) notwithstanding the foregoing, in the case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a Separation from Service with the Corporation or a subsidiary of the Corporation.

“TSX” means the Toronto Stock Exchange;

“TSXV” means the TSX Venture Exchange;

“U.S.” means the United States of America;

“U.S. Taxpayer” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws; and

“VWAP” means the volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Options.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.

(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 - ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants of Awards under the Plan may be made;

(b) make grants of Awards under the Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options, Deferred Share Units, Restricted Share Units, Performance Share Units or Other Share-Based Awards), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

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(i) the time or times at which Awards may be granted;
(ii) the conditions under which:
(A) Awards may be granted to Participants; or
(B) Awards may be forfeited to the Corporation,

including vesting and any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;
(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

(c) establish the form or forms of Award Agreements;
(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;
(e) construe and interpret this Plan and all Award Agreements;
(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to subplans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;
(g) if an Award is to be granted to Employees, Consultants, or Management Company Employees, the Plan Administrator and the Participant to whom that Award is to be granted are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant, or Management Company Employee; and
(h) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

Notwithstanding the foregoing, the grant of any Other Share-Based Awards that are not Options, Deferred Share Units, Restricted Share Units or Performance Share Units will be subject to Exchange and shareholder approval (as applicable).

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3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.

(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the “Committee”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.3 Determinations Binding

Except as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and all subsidiaries of the Corporation, the affected Participant(s), their respective legal and personal representatives and all other Persons.

3.4 Eligibility

All Directors, Officers, Employees, Management Company Employees and Consultants are eligible to participate in the Plan, subject to Section 10.1(f). Only Directors are eligible to receive DSUs. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Director, Officer, Employee, Management Company Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent to which any Director, Officer, Employee, Management Company Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

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3.6 Total Shares Subject to Awards

(a) This Plan is a “rolling up to 10%” Security Based Compensation Plan, as defined in TSX Venture Exchange Policy 4.4. Subject to adjustment as provided for in ARTICLE 11 and any subsequent amendment to this Plan, the maximum aggregate number of Shares that are reserved for issuance pursuant to all Awards granted or issued shall not exceed 10% of the Issued Shares at any point in time (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to Section 5.3 of TSX Venture Exchange Policy 4.4);

(b) To the extent any Awards (or portion(s) thereof) under this Plan have been exercised, expire, terminate or are cancelled for any reason prior to their exercise, then any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

(c) Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired Company will reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan:

(a) If the Corporation is subject to the policies of the TSXV, the number of Shares issuable pursuant to Awards under the Corporation’s Security Based Compensation Arrangements in existence from time to time on and after the effective date of the Plan,:

(i) to Insiders (as a group) shall be no more than 10% of the issued and outstanding share capital of the Corporation at any point in time, unless the Corporation has obtained Disinterested Shareholder Approval;

(ii) to Insiders (as a group) shall be no more than 10% of the issued and outstanding share capital of the Corporation within any 12 month period, calculated as at the date any Award is granted to any Insider, unless the Corporation has obtained Disinterested Shareholder Approval;

(iii) to any one Person, shall be no more than 5% of the issued and outstanding share capital of the Corporation within any 12 month period, calculated as at the date any Award is granted, with the exception of a Consultant who may not receive grants of more than 2% of the issued and outstanding share capital of the Corporation within any 12 month, calculated as at the date any Award is granted;

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(iv) to all Investor Relations Service Providers, shall be no more than an aggregate of 2% of the number of issued and outstanding Shares in the capital of the Corporation within any 12 month period, calculated as at the date any Award is granted, and shall only include Awards of Options (and no other form of Award); and

(v) if the recipient of an Award is a Company, excluding Participants that are Consultant Companies, then such recipient must provide the TSXV with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule “A” to Form 4G - Summary Form – Security Based Compensation.

(b) If the Corporation is subject to the policies of the TSX then the aggregate number of Shares:

(i) issuable to Insiders at any time under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding Shares; and

(ii) issued to Insiders within any one year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding Shares.

3.8 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one Officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, any Award Agreement to a Participant granted an Award pursuant to this Plan.

3.9 Non-transferability of Awards

Except as permitted by the Exchange, and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4 - OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

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4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Fair Market Value on the Date of Grant.

4.3 Term of Options

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date and the Plan Administrator will ensure that no Option shall be exercised beyond the date permitted by the Exchange. According to Section 4.12(a) of TSX Venture Exchange Policy 4.4, options can be exercisable for a maximum of 10 years.

4.4 Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options provided that for so long as the Corporation is listed on the TSXV: (i) Options granted to Investor Relations Service Providers shall be subject to the vesting requirements set out in TSX Venture Exchange Policy 4.4 and contain vesting provisions over 12 months on a quarterly basis.; and (ii) Awards granted to all other Participants shall be subject to the vesting requirements of TSX Venture Exchange Policy 4.4.

(b) Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option or instalment may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any instalment of any Option, other than an Option granted to an Investor Relations Service Provider, becomes exercisable.

(c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation. No acceleration of the vesting provisions on IR options is allowed without prior Exchange acceptance.

(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.5 Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by wire transfer, certified cheque, bank draft or money order payable to the

NATDOCS\89104325.v1

Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include: (i) in the event that payment of the Exercise Price is occurring via cashless or net exercise in accordance with Sections 4.6 and 4.7 of this Plan, respectively, through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation); or (ii) such other consideration and method of payment for the issuance of Shares to the extent permitted by the Exchange and Securities Laws, or any combination of the foregoing methods of payment.

(b) No Shares will be issued or transferred until full payment therefor has been received by the Corporation.

4.6 Cashless Exercise

Subject to prior approval by the Board, where the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Shares underlying Options, the Participant may borrow money from such brokerage firm to exercise Options. The brokerage firm will then sell a sufficient number of Shares to cover the Exercise Price of such Option in order to repay the loan made to the Participant. The brokerage firm will receive an equivalent number of Shares from the exercise of such Options and the Participant will receive the balance of the Shares or the cash proceeds from the balance of such Shares.

4.7 Net Exercise of Options

Subject to prior approval by the Board, a Participant, other than Investor Relations Service Providers, may elect to surrender for cancellation to the Corporation any vested Option. The Corporation will issue to the Participant, as consideration for the surrender of the Option, that number of Option Shares (rounded down to the nearest whole number) determined on a net issuance basis in accordance with the following formula below. The Corporation may elect to forego any deduction in accordance with subsection 110(1.1) of the Tax Act:

$$
X = \frac{Y (A - B)}{A}
$$

where:

X = The number of Option Shares issuable to the Participant as consideration in respect of the exchange or surrender of an Option under this Section 4.6;

Y = The number of Option Shares issuable with respect to the vested portion of the Option exercised by the Participant (the "Subject Options");

A = The VWAP of the Shares; and

B = The Exercise Price of the Subject Options.

In the event of a Cashless Exercise or Net Exercise, the number of Stock Options exercised, surrendered or converted, and not the number of Listed Shares actually issued by the Issuer, must be included in calculating the limits set forth in Section 3.6 and 3.7 of the Plan.

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ARTICLE 5 - DEFERRED SHARE UNITS

5.1 Granting of DSUs

(a) The Plan Administrator may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person may be given, subject to the conditions stated herein, the right to elect in accordance with Section 5.1(b) to participate in the grant of additional DSUs pursuant to this Article 5. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 5 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “Elected Amount” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the “Cash Fees”).

(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Schedule A hereto (the “Election Notice”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31st in the year prior to the year in which the services giving rise to the compensation are performed (other than for Director Fees payable for the 2023 financial year to any Electing Person who is not a U.S. Taxpayer as of the date of this Plan, in which case such Electing Person shall file the Election Notice by the date that is 30 days from the effective date of the Plan with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Taxpayer as of the Effective Date of this Plan and who was not eligible to participate in the Predecessor Plan or in any other deferred compensation plan required to be aggregated with this Plan for purposes of Code Section 409A, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and in the case of a newly appointed Electing Person who is a U.S. Taxpayer, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to Subsection 5.1(d), the election of an Electing Person under Subsection 5.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.

(d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Schedule B hereto. Such termination shall be effective immediately upon receipt of such notice,

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provided that the Corporation has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 5.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 5, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year, and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.

(e) Any DSUs granted pursuant to this Article 5 prior to the delivery of a termination notice pursuant to Section 5.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

5.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

5.3 Vesting of DSUs

Subject to TSX Venture Exchange Policy 4.4, the Plan Administrator shall have the authority to determine the vesting terms applicable to grants of DSUs.

5.4 Settlement of DSUs

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that in no event shall a DSU Award be settled prior to a Participant’s retirement, termination of employment or death, or in the case of a Participant that is a Canadian Participant, later than one (1) year following the date of the applicable Participant’s retirement, termination of employment or directorship or death. If the Award Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the date of the Participant’s retirement, termination of

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employment, or death, subject to the delay that may be required under Section 12.8(d) below in the case of a U.S. Taxpayer. Subject to Section 12.8(d) below in the case of a U.S. Taxpayer, and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, each vested DSU will be redeemed for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

In the case of the death of a participant, the entitlement to make a claim by heirs/administrators must not exceed 1 year from the Participant’s death.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

ARTICLE 6 - RESTRICTED SHARE UNITS

6.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.
(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

6.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

6.3 Vesting of RSUs

Subject to TSX Venture Exchange Policy 4.4, the Plan Administrator shall have the authority to determine the vesting terms applicable to grants of RSUs.

6.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms, including time of settlement, applicable to the grant of RSUs and such terms will be set forth in the applicable Award Agreement. Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the each vested RSU will be redeemed for:

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 6.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 6.4 any later than the final Business Day of the third calendar year following the year in which the RSU is granted.

ARTICLE 7 - PERFORMANCE SHARE UNITS

7.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each PSU grant, including time of settlement, shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 7.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

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7.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

7.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

7.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

7.5 Vesting of PSUs

Subject to TSX Venture Exchange Policy 4.4, the Plan Administrator shall have the authority to determine the vesting terms applicable to grants of PSUs.

7.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs, which shall be set forth in the applicable Award Agreement. Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, each vested PSU will be redeemed for:

in each case as determined by the Plan Administrator in its discretion.

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(b) Any cash payments made under this Section 7.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) Subject to Section 12.8(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 7.6 any later than the final Business Day of the third calendar year following the year in which the PSU is granted.

ARTICLE 8 - OTHER SHARE-BASED AWARDS

Subject to prior acceptance of the Exchange, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Other Share-Based Awards to any Participant. The terms and conditions of each Other Share-Based Award grant shall be evidenced by an Award Agreement. Each Other Share-Based Award shall consist of a right (1) which is other than an Award or right described in Article 4, Article 5, Article 6, and Article 7 above, and (2) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan; provided, however, that such right will comply with applicable law. Subject to prior acceptance of the Exchange, the terms of this Plan, and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Article 8 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Plan Administrator shall determine in its discretion.

ARTICLE 9 - ADDITIONAL AWARD TERMS

9.1 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, and subject to the restrictions of the Exchange set out in Subsection 3.7(a) above (if the Corporation is subject to the policies of the TSXV), as part of a Participant’s grant of DSUs, PSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, DSUs, PSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional DSUs, PSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be in the amount a Participant would have received if the DSUs, PSUs or RSUs had been settled for Shares on the record date of such

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dividend. Dividend equivalents credited to a Participant's account shall be subject to the same terms and conditions, including vesting and time of settlement, as the DSUs, PSUs or RSUs, as applicable, to which they relate. Notwithstanding any other terms of this Plan, if the number of securities issued as dividend equivalents, together with all of the Corporation's other share-based compensation would exceed any of the limits set forth in this Plan or TSX Venture Exchange Policy 4.4, then the Corporation may make payment for such dividend in cash to the extent that it does not have a sufficient number of Shares available under this Plan to satisfy its obligations in respect of such dividends.

(b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

9.2 Blackout Period

In the event that an Award expires, at a time when an undisclosed material change or material fact in the affairs of the Corporation exists, subject to the requirements of TSX Venture Exchange Policy 4.4, the expiry of such Award will be extended to a date that is no later than 10 business days after the expiry of the blackout period formally imposed by the Corporation pursuant to its internal trading policies as a result of the undisclosed material change or material fact.

9.3 Withholding Taxes

Notwithstanding any other terms of this Plan, and subject to TSX Venture Exchange Policy 4.4, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or an Affiliate of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or an Affiliate of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

If the Corporation does not withhold an amount or require payment of an amount by a Participant sufficient to satisfy all obligations referred to in 9.3(a), the Participant shall forthwith make reimbursement, on demand, in cash, of any amount paid by the Corporation to a governmental authority to satisfy any such obligation.

9.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation and in effect at the Date of Grant of the Award, or as set out in the Participant's employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 9.4 to any Participant or category of Participants.

ARTICLE 10 - TERMINATION OF EMPLOYMENT OR SERVICES

10.1 Termination of Employment, Services or Director

Subject to Section 10.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement (and subject to Security Based Compensation expiring on the earlier of the original expiry date or a maximum of one year following a Participant ceasing to be an eligible Participant (Section 4.11(i) and (g) of TSX Venture Exchange Policy 4.4)):

(a) where a Participant's employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

(b) where a Participant's employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then any unvested Options or other Awards held by the Participant as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date. Any vested Options held by the Participant as of the Termination Date may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is ninety (90) days after the Termination Date. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(c) where a Participant becomes Disabled, then any Option held by the Participant that has not vested as of the date of the Disability of such Participant shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the Participant's date of Disability. Any Option that remains unexercised or has not

NATDOCS\89104325.v1

been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

where a Participant’s employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Option held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the date of the death of such Participant. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period. The entitlement to make a claim by heirs/administrators must not exceed 1 year from the Participant’s death;

(d) where a Participant’s employment, consulting agreement or arrangement is terminated due to Retirement, then any Option held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the Participant’s date of Retirement. Any Option that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period.

(e) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

(i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

(ii) the date of the death, Disability or Retirement of the Participant; and

(f) notwithstanding Subsection 10.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Officer Employee, Management Company Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.

10.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 10.1 but subject to compliance with the policies of the Exchange, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other

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written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator and with respect to Awards to U.S. Taxpayers, in a manner that does not result in adverse tax consequences under Section 409A of the Code. Notwithstanding the following, Options granted to Investor Relations Service Providers cannot be accelerated without the prior acceptance of the Exchange.

10.3 Participants' Entitlement

Except as otherwise provided in this Plan, Awards previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the Corporation and an Affiliate of the Corporation. For greater certainty, all grants of Awards remain outstanding and are not affected by reason only that, at any time, an Affiliate of the Corporation ceases to be an Affiliate of the Corporation.

ARTICLE 11 - EVENTS AFFECTING THE CORPORATION

11.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation's capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 11 would have an adverse effect on this Plan or on any Award granted hereunder.

11.2 Change in Control

(a) The Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause: (i) subject to prior acceptance of Exchange, the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control provided that such Participant ceases to be an eligible Participant under this Plan upon such Change of Control; (iii) subject to prior acceptance by the Exchange, the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in

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good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Corporation without payment); (iv) subject to prior acceptance by the Exchange, the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) subject to prior acceptance by the Exchange, any combination of the foregoing. In taking any of the actions permitted under this Subsection 11.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection 11.2(a)) any property in connection with a Change of Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.

(b) Notwithstanding Subsection 11.2(a), and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards granted under this Plan (other than Options held by Canadian Taxpayers) at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or in the case of Options held by a Canadian Taxpayer by permitting the Canadian Taxpayer to surrender such Options to the Corporation for an amount for each such Option equal to the fair market value of such Option as determined by the Plan Administrator, acting reasonably, upon the completion of the Change in Control (following which such Options may be cancelled for no consideration).

(c) It is intended that any actions taken under this Section 11.2, or under Sections 11.3 and 11.4, will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers and with the requirements of paragraph 6801(d) of the Income Tax Regulations (Canada) with respect to DSUs granted to Canadian Participants.

(d) Any actions taken under this Section 11.2 will comply with the policies of the Exchange including, without limitation, the requirement that the acceleration of vesting of Options granted to Investor Relations Service Providers shall only occur with the prior written approval of the Exchange.

11.3 Reorganization of Corporation’s Capital

Subject to the prior approval of the Exchange, if applicable, should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change

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be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, then the Plan Administrator in consultation with the Board will take such steps as are required to preserve the proportionality of the rights and obligations of the Participants holding such Awards as it deems equitable and appropriate.

11.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 11.3 and 11.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 11.3 and 11.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards, other than any Options granted to an Investor Relations Service Provider.

No Security Based Compensation other than Options may vest before the date that is one year following the date it is granted or issued. The vesting required by this section can be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a change of control, take-over bid, RTO or other similar transaction. Options granted to Investor Relations Service Providers cannot be accelerated without the prior acceptance of the TSX Venture Exchange.

11.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 11, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

11.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 11, a dividend equivalent or otherwise), a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of

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full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 12 - U.S. TAXPAYERS

12.1 Provisions for U.S. Taxpayers

In the case of a Participant who is a U.S. Taxpayer, Options may only be awarded to such Participant to the extent the Participant performs direct services to (A) the Corporation or any entity (other than the Corporation), in an unbroken chain of corporations (or other entities) beginning with the Corporation, in which each of the corporations (or other entities) other than the last corporation or other entity in the unbroken chain owns, directly or indirectly, equity representing at least 50% of the voting power of all classes of equity entitled to vote or at least 50% of the value of all classes of equity in one of the other corporations (or other entities) in such chain, or (B) to an entity that otherwise qualifies as an eligible issuer of service recipient stock pursuant to United States Treasury Regulation Section 1.409A-1(b)(5)(iii)(E)(1). Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code ("ISOs"). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option, and if no designation is made, the Option will be a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO.

12.2 ISOs

Subject to any limitations in Section 3.6, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 28,000,000 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a "parent corporation" or "subsidiary corporation", as such terms are defined in Sections 424(e) and (f) of the Code. No ISOs may be granted more than ten (10) years after the earlier of (i) the date on which the Board adopts the most recent amendment and restatement of the Plan, or (ii) the date on which the shareholders of the Corporation approve such most recent amendment and restatement of the Plan. An ISO may be exercised during the Participant's lifetime only by such Participant. An ISO may not be transferred, assigned, pledged, hypothecated or otherwise disposed of by the Participant, except by will or by the laws of descent and distribution.

12.3 ISO Term and Exercise Price; Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, the term of an ISO shall not exceed ten (10) years, and the exercise price of an ISO shall be not less than one hundred percent (100%) of the Fair Market Value on the applicable grant date; provided, however, that if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a "parent corporation" or "subsidiary corporation", as such terms are defined in Section 424(e) and (f) of the Code, on the Date of Grant, the term of the ISO shall not

exceed five years from the time of grant of such ISO and the Exercise Price shall be at least 110% of the Fair Market Value of the Shares subject to the ISO.

12.4$100,000 Per Year Limitation for ISOs

To the extent the aggregate Fair Market Value as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as non-qualified stock options.

12.5 Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

12.6 ISO Status Following Termination of Employment

An ISO shall be exercisable in accordance with its terms under the Plan and the applicable Award Agreement or certificate awarding the ISO. However, in order to retain its treatment as an ISO for U.S. federal income tax purposes, the ISO must be exercised within the time periods set forth below. If an ISO is not exercised within the time periods below, but the Option otherwise would remain exercisable following such time periods pursuant to the terms of the Award Agreement, then, following the expiration of the time periods below without exercise the ISO will be converted to a non-qualified stock option.

(a) If a Participant who has been granted an ISO ceases to be an employee for any reason other than the death or disability (within the meaning of Code Section 22(e)) of such Participant, such ISO must be exercised (to the extent such ISO was exercisable on the date of termination) by such Participant within three months following the date of termination (but in no event beyond the Expiry Date of such ISO).

(b) If a Participant who has been granted an ISO ceases to be an employee due to the disability of such Participant (within the meaning of Code Section 22(e)), such ISO must be exercised (to the extent it is exercisable by its terms) by the date that is one year following the date of such disability, but in no event beyond the Expiry Date of such ISO.

(c) For purposes of this Section 12.6, the employment of a Participant who has been granted an ISO will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the Corporation that does

NATDOCS\89104325.v1

not exceed ninety (90) days in the aggregate; provided, however, that if reemployment upon the expiration of any such leave is guaranteed by contract or applicable law, such ninety (90) day limitation will not apply, or (b) a transfer from one office of the Corporation (or of any parent or subsidiary of the Corporation as defined in Code Sections 424(e) and (f)) to another office of the Corporation (or of any such parent or subsidiary) or a transfer between the Corporation and any such parent or subsidiary.

12.7 Shareholder Approval for ISO Purposes

In the event the Plan is not approved by the shareholders of the Corporation in accordance with the requirements of Section 422 of the Code within twelve (12) months of the date of adoption of the Plan (or the date of any later restatement of the Plan that adds or changes ISO provisions requiring shareholder approval), Options otherwise designated as Incentive Stock Options will be non-qualified stock options.

12.8 Section 409A of the Code

(a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, it is intended that the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.

(c) Subject to compliance with the policies of the Exchange, the Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.

(d) Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change in control or due to the Participant’s disability or “separation from service” (as such term is defined under Section

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409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Plan Administrator determines in good faith that (i) the circumstances giving rise to such change in control event, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short term deferral exemption or otherwise. In order to comply with both Canadian and U.S. tax rules, RSUs and PSUs will be structured so that the designated settlement/payment date (the “Scheduled Payment Date”) for such Award will in all cases be no later than the final Business Day of the third calendar year following the year in which the Award is granted, and settlement will in fact occur by such final Business Day. Further, to the extent that any RSU or PSU is deferred compensation under Section 409A of the Code, then as to any Participant: (i) who is a U.S. Taxpayer, (ii) who is a “specified employee” within the meaning of Section 409A of the Code at the time of his separation from service, and (iii) whose RSU or PSU would by its terms be settled/paid pursuant earlier than the Scheduled Payment Date as a result of his or her Separation from Service, then settlement will occur on the earlier of the date that is six months and one day following the date of Separation from Service and the Scheduled Payment Date as permitted under Section 409A of the Code. With respect to DSUs of a U.S. Taxpayer, where settlement is to occur upon such Participant’s Separation from Service, if such Participant is a “specified employee” at the time of his or her separation from service, then settlement will occur on the date that is six months and one day following the date of Separation from Service, or, if earlier, as soon as practical following the date of the Participant’s death.

12.9 Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

ARTICLE 13 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

13.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements;

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(b) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained; and

(c) any amendments to the Plan or to any Awards granted pursuant to the Plan are subject to Exchange approval (including such amendments that do not otherwise trigger approval of the holders of voting shares of the Corporation).

13.2 Shareholder Approval

Notwithstanding Section 13.1 and subject to any rules of the Exchange, approval of the holders of the Shares (including by way of Disinterested Shareholder Approval where required by the Exchange) shall be required for any amendment, modification or change that:

(a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(b) increases or removes the limitations set out in Subsection 3.7(a) or 3.7(b), as applicable;

(c) allows for the grant to Insiders (as a group), within a 12 month period, an aggregate number of Awards exceeding 10% of the Corporation’s issued Shares, calculated at the date the Award is granted to the Insider;

(d) allows for the grant to any one Participant, within a 12 month period, an aggregate number of Awards exceeding 5% of the Corporation’s issued Shares, calculated at the date the Award is granted to the Insider;

(e) reduces the exercise price of an Award to an Insider (for this purpose, a cancellation or termination of an Award of a Participant prior to its Expiry Date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award);

(f) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant);

(g) increases or removes the limits on the participation of Directors;

(h) permits Awards to be transferred to a Person;

(i) changes the eligible participants of the Plan; or

(j) deletes or reduces the range of amendments which require approval of shareholders under this Section 13.2.

13.3 Disinterested Shareholder approval will be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment. Permitted Amendments

Without limiting the generality of Section 13.1, but subject to Section 13.2 and any rules of the Exchange, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;

(b) making any amendments to the provisions set out in Article 10;

(c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or

(e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

ARTICLE 14 - MISCELLANEOUS

14.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

14.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

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14.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as a Director, Officer, Employee, Management Company Employee or Consultant. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

14.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

14.5 Conflict

Subject to compliance with the policies of the Exchange, in the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Plan shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant's employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the Plan shall prevail.

14.6 Anti-Hedging Policy

By accepting the Option or Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Options or Awards.

14.7 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan (including as to whether the circumstances described in Section 10.1(e) or 12.3 exist). Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant's jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant's behalf.

14.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value

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of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

14.9 International Participants

Subject to compliance with the policies of the Exchange, with respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

14.10 No Representations or Warranties

The Corporation makes no representation or warranty as to the value of any Award granted or issued under this Plan or as to the future value of any Shares issued pursuant to any Award.

14.11 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

14.12 Exchange Hold Period

All award granted are subject to Exchange Hold Period where applicable. For stock options, a 4-month hold period (commencing on the date the stock options are granted) is required for options granted to Insiders, Promoters and Consultants, or granted at any discount to the Market Price.

14.13 Press Release

A press release is required at the time of the grant, issuance, or amendment of an Award to directors, officers and IR service providers.

14.14 Award to Particular Persons

No Award may be granted or issued unless the Award is allocated to particular persons.

14.15 General Restrictions on Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

14.16 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

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14.17

Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Geomega Resources Inc.
75 boulevard de Mortagne
Boucherville, QC, J4B 6Y4

Attention: Chief Financial Officer

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth business day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not sent by mail. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

14.18

Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

14.19

Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the internal laws of the Province of Québec and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

14.20

Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Québec in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

14.21

French Language

Each Participant agrees with the Corporation that this Plan and all agreements, notices, declarations and documents accessory to the Plan be drafted in English only. Chaque participant consent avec la société à ce que ce Régime ainsi que toutes conventions, avis, déclarations et documents afférents au Régime soient rédigés en anglais seulement.

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SCHEDULE A

GEOMEGA RESOURCES INC.

EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 5 of the Plan and to receive ___% of my Cash Fees in the form of DSUs in lieu of cash.

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.

(b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.

(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date: ____
(Name of Participant) ____
(Signature of Participant) _____

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SCHEDULE B

GEOMEGA RESOURCES INC.

EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS (FOR PARTICIPANTS WHO ARE NOT U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date: _____
(Name of Participant)
(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

NATDOCS\89104325.v1

SCHEDULE C

GEOMEGA RESOURCES INC.

EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

(U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant)

(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

AI assistant

Geomega Resources Inc. — Proxy Solicitation & Information Statement 2025

46618_rns_2025-09-16_5f0aca69-b3c2-4e17-af51-a521f8987161.pdf

GEOMEGA RESOURCES INC.

Notice of Annual General Meeting of Shareholders and Management Proxy Circular

Notice-and-Access

Websites Where Proxy-Related Materials are Posted

Notice Package

How to Obtain Paper copies of Proxy-Related Materials

Assembly

BY ORDER OF THE BOARD OF DIRECTORS

Biographical notes

Genevieve Ayotte

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Advance Notice of Nomination

2026 Advance Notice of Nomination

3. Appointment of Auditors

4. Approval of Omnibus Equity Incentive Plan

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Corporate governance, Nomination and Compensation Committee

Duties and Responsibilities

Composition and Experience

Objectives of the Corporation’s Compensation Program

Compensation and Risk Management

Compensation Process

Elements of Executive Compensation

Base salary

Annual bonus

Stock Options and other Awards

Executive Compensation Summary

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

Pension Plan Benefits

Termination and Change of Control Benefits

Directors Compensation

Director's compensation table

Director Outstanding Share-based Awards and Options

Director incentive plan awards – Value Vested or Earned During the Year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INSURANCE OF DIRECTORS AND OFFICERS

INFORMATION ABOUT AUDIT COMMITTEE

a) Audit Committee’s Charter

b) Composition of the Audit Committee

c) Relevant Education and Experience

Gilles Gingras

Matt Silvestro

Nicholas Nickoletopoulos

d) Audit Committee Oversight

e) Reliance on certain exemptions

f) Pre-Approval Policies and procedures

g) External Auditor Service Fees

INFORMATION ABOUT CORPORATE GOVERNANCE

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

OTHER ITEMS ON THE AGENDA

ADDITIONAL INFORMATION

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

APPROVAL

3. MEETINGS AND PROCEDURES

4. DUTIES AND RESPONSIBILITIES

4.1 Financial Statements and Disclosure Matters

4.2 Independent Auditors

4.2 Financial Reporting Processes

4.4 Risk Management

4.5 Whistleblower Policy

4.6 Reporting Responsibilities

4.7 Annual Evaluation

5. AUTHORITY

5.1 External Consultants

TABLE OF CONTENTS

ARTICLE 1 - PURPOSE

ARTICLE 2 - INTERPRETATION

ARTICLE 3 - ADMINISTRATION

ARTICLE 4 - OPTIONS

ARTICLE 5 - DEFERRED SHARE UNITS

ARTICLE 6 - RESTRICTED SHARE UNITS

ARTICLE 13 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ... 33

ARTICLE 14 - MISCELLANEOUS ... 35

Geomega Resources Inc. Proxy Solicitation & Information Statement 2025