Giant Mining Corp.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

To be held on Friday, December 6, 2024

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (the " Meeting ") of the shareholders of Giant Mining Corp. (formerly, Majuba Hill Copper Corp.) (the " Company ") will be held on Friday, December 6, 2024 virtually (via Zoom) at the hour of 9:00 a.m. (Pacific Time) for the following purposes:

To receive the audited annual financial statements of the Company for the fiscal year ended June 30, 2024, together with the report of the auditor thereon;
To set the number of directors to be elected at the Meeting to four (4);
To elect the directors of the Company to hold office until the next annual meeting of shareholders;
To re-appoint SHIM & Associates LLP as the auditors for the Company to hold office until the next annual meeting of shareholders and to authorize the directors to fix their remuneration; and
To transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

No other matters are contemplated for consideration at the Meeting, however any permitted amendment to or variation of any matter identified in this Notice of Meeting may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Registered shareholders and validly appointed proxyholders may attend the Meeting via Zoom at:

= https://us02web.zoom.us/j/85774488396?pwd U6fKicUmBtbLuRz84yGKE1ifoACjbt.1

Meeting ID: 857 7448 8396

Passcode: 626253

Find your local number at: https://us02web.zoom.us/u/ktt2ABguz

DATED at Vancouver, British Columbia, this 28[th] day of October, 2024.

BY ORDER OF THE BOARD

(signed) David Greenway David Greenway President, C.E.O. and Director

IMPORTANT

Shareholders of record as of the close of business on October 23, 2024 (the " Record Date ") will be entitled to vote at the Meeting and at any adjournment or adjournments thereof.

Registered shareholders will receive a Circular and an instrument of proxy (the " Proxy ") with this Notice of Meeting. Non-registered (beneficial) Shareholders will receive a voting instruction form (" VIF ") instead of a Proxy. The Circular provides additional information relating to the matters to be dealt with at the Meeting. A shareholder who is unable to attend the Meeting in person is entitled to appoint a proxyholder to attend and vote in his stead. The enclosed Proxy is solicited by management but you may amend it, if you so desire, by striking out the names of the management proxyholders shown and inserting in the space provided the name of the person you wish to represent you at the Meeting. If you cannot be personally present, please complete and sign the Proxy and then deposit the Proxy with Endeavor Trust Corporation as set out below.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their Shares will be voted at the Meeting are asked to complete, date and sign the enclosed Proxy or complete another suitable form of proxy and deliver it to Endeavor Trust Corporation at their offices located at 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4, by mail or fax (604-559-8908), or email [email protected], in accordance with the instructions set out in the Proxy and in the Circular, at least 48 hours before the time of the Meeting (excluding Saturdays, Sundays and holidays), or any adjournment thereof.

A Non-registered (beneficial) Shareholder who plans to attend the Meeting must follow the instructions set out in the Circular to ensure that their Shares are voted at the Meeting. If you hold your Shares in a brokerage account you are a Non-registered (beneficial) Shareholder.

Notice-And-Access

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators (the " Notice-and-Access Provisions ") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Circular and any additional materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a paper copy of the Circular. The Company will not use the procedure known as "stratification" in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Noticeand-Access Provisions provides a paper copy of the Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular.

Please review the Information Circular carefully and in full prior to voting as the Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Circular is available under the Company's profile on SEDAR+ at www.sedarplus.ca and at https://giantminingcorp.com/.

Any Shareholder who wishes to receive a paper copy of the Circular or obtain additional information about the Noticeand-Access Provisions should contact the Company at Royal Centre, Suite 1500, 1055 West Georgia Street, PO Box 1117, Vancouver, BC V6E 4N7 Attention: David Greenway, President and CEO.

In order to ensure that a paper copy of the Circular can be delivered to a requesting shareholder in time for such shareholder to review the Circular and return a voting instruction form or proxy prior to the deadline, it is strongly suggested that a shareholder ensure their request is received no later than November 25, 2024.

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INFORMATION CIRCULAR

( with information as of October 28, 2024, unless otherwise stated )

INTRODUCTION

The Company is conducting the Meeting virtually. Registered shareholders and validly appointed proxyholders may attend the Meeting via Zoom at:

= https://us02web.zoom.us/j/85774488396?pwd U6fKicUmBtbLuRz84yGKE1ifoACjbt.1

Meeting ID: 857 7448 8396

Passcode: 626253

This information circular dated October 28, 2024 (the "Circular") is furnished to you in connection with the solicitation of proxies by management of Giant Mining Corp. (formerly, Majuba Hill Copper Corp.) ("we", "us" or the "Company") for use at the Annual General Meeting (the "Meeting") of shareholders of the Company to be held on Friday, December 6, 2024 and at any adjournment of the Meeting. " Shares" means common shares without par value in the capital of the Company. The Company will conduct its solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This solicitation is made on behalf of the management of the Company. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers, employees or agents of the Company. Pursuant to National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to Beneficial Shareholders. The cost of any such solicitation will be borne by the Company.

Notice-and-Access

The Company has elected to use the "notice-and-access" process that came into effect on February 11, 2013 under NI 54-101 and National Instrument 51-102 Continuous Disclosure Obligations (" NI 51-102 ") of the Canadian Securities Administrators, for distribution of this Circular and other meeting materials to registered Shareholders and nonregistered Shareholders as set out in the "Advice to Non-Registered Shareholders" section below.

Notice-and-access allows issuers to post electronic versions of meeting materials, including information circulars, annual financial statements and management discussion and analysis, online, via SEDAR+ and one other website,

rather than mailing paper copies of such meeting materials to shareholders. The Company anticipates that utilizing the notice-and-access process will reduce both postage and printing costs.

The Company has posted the Notice of Meeting, this Circular, the form of proxy, the Company's audited financial statements for the year ended June 30, 2024 and the auditor's report thereon (the " Annual Financial Statements ") and the related management's discussion and analysis (the " Annual MD&A ") on the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at https://giantminingcorp.com/, and will remain on its website at least until the date that is one year after the date the materials were posted. The Company will not be adopting stratification procedures in relation to the use of notice-and-access.

Although the Notice of Meeting, this Circular, the form of proxy, the Annual Financial Statements, the Annual MD&A and other meeting materials (collectively the " Meeting Materials ") will be posted electronically online, subject to the provisions set out below under the heading "Advice to Beneficial Shareholders", the registered and non-registered shareholders (collectively, the " Notice-and-Access Shareholders ") will receive a "notice package" (the " Notice-andAccess Notification ") by prepaid mail, which includes the information prescribed by NI 54-101 and a proxy form or voting instruction form from their respective intermediaries. Notice-and-Access Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Shareholders are reminded to carefully review the Circular before voting.

Appointment of Proxy Holder

The persons named as proxy holders in the enclosed form of proxy are the Company’s directors or officers. As a shareholder, you have the right to appoint a person (who need not be a shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

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

Voting by Proxy

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

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

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

Return of Proxy

You must deliver the completed form of Proxy to the office of the Company’s registrar and transfer agent, Endeavor Trust Corporation at their offices located at 702-777 Hornby Street, Vancouver, BC, V6Z 1S4, by mail or fax (604559-8908), or email [email protected], not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment.

Advice to Non-Registered Shareholders

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

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

In accordance with the securities regulatory policy, we will have distributed copies of the Meeting materials, being the Notice of Meeting, this Circular, and the form of Proxy indirectly to NOBOs and to the Nominees for onward distribution to OBOs. The Company does not intend to pay for the Nominees to deliver proxy-related materials, unless the OBO's Nominees assumes the cost of delivery.

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

In either case, the purpose of this procedure is to permit non-registered shareholders to direct the voting of the Shares they beneficially own. Should a non-registered shareholder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the non-registered shareholder may request a legal proxy as set forth in the VIF, which will grant the non-registered shareholder or his/her nominee the right to attend and vote at the Meeting. Nonregistered shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

Pursuant to NI 54-101, the Company has decided to use notice-and-access to deliver the Meeting Materials and accordingly, the Company will only be mailing the Notice-and-Access Notification and Proxy to Beneficial Shareholders as set out above.

Revocation of Proxy

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

a) signing a proxy bearing a later date; or
b) signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the Proxy.

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

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

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Persons who are registered shareholders of Shares at the close of business on October 23, 2024, are entitled to receive notice of and to attend and vote at the Meeting or any adjournment of the Meeting.

The authorized capital of the Company consists of an unlimited number of Shares without par value. As of October 23, 2024, the Company had 25,481,856 Shares issued and outstanding.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, common shares carrying more than 10% of the voting rights attached to the outstanding Shares.

Approval of Resolutions

On a show of hands, every shareholder and proxyholder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each Common Share.

To approve a motion for an ordinary resolution, a majority of the votes cast by shareholders in person or by proxy who vote in respect of that resolution must be in favour. In the event a motion proposed at the Meeting requires disinterested shareholder approval, Shares held by shareholders who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

STATEMENT OF EXECUTIVE COMPENSATION

The following information is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation-Venture Issuers .

General

For the purposes of this Statement of Executive Compensation:

“CEO” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

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

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with applicable securities laws; and
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(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity at the end of the most recently completed financial year.

For the purposes of the following disclosure, the Company’s NEOs for the financial year ended June 30, 2024 are: David Greenway, CEO and Natasha Sever, CFO.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the two most recently completed financial years ended June 30, 2024 and 2023:

		Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of prerequisites ($)	Value of all other compensation ($)	Total compensation ($)
David Greenway President, CEO & Director	2024	240,000(1)	200,000	Nil	Nil	Nil	440,000
	2023	240,000(1)	Nil	Nil	Nil	Nil	240,000
Natasha Sever CFO and Corporate Secretary	2024	120,000(2)	60,000	Nil	Nil	Nil	180,000
	2023	130,000(2)	Nil	Nil	Nil	Nil	130,000
Larry Segerstrom Director	2024	12,021	Nil	Nil	Nil	Nil	12,021
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Bradley Dixon Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Andrew Mugridge(3) Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Yari Nieken(4) Former Director	2024	5,260	Nil	Nil	Nil	Nil	5,260
	2023	10,000	Nil	Nil	Nil	Nil	10,000

Notes:

(1) The Company paid consulting fees to Bam Bam Capital Corp, a company controlled by Mr. Greenway, pursuant to an agreement dated September 15, 2020. For details, see “Employment, Consulting and Management Agreements or Arrangements”.

(2) The Company paid consulting fees to Denkota Capital Inc., a company controlled by Ms. Sever, pursuant to an agreement dated September 15, 2020. For details, see “Employment, Consulting and Management Agreements or Arrangements”.

(3) Mr. Mugridge was appointed as a director on May 22, 2024.

(4) Mr. Nieken resigned as a director on April 8, 2024.

Stock Options and Other Compensation Securities

The following table sets forth the share-based and option-based awards granted to the Named Executive Officers and directors that are outstanding at the end of the financial year ended June 30, 2024.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
David Greenway CEO, President and Director	Restricted Share Units	100,000 RSUs 100,000 Shares 0.43%	June 16, 2024	N/A	$0.66	$0.55	June 16, 2025
Natasha Sever CFO and Corporate Secretary	Restricted Share Units	100,000 RSUs 100,000 Shares 0.43%	June 16, 2024	N/A	$0.66	$0.55	June 16, 2025
Larry Segerstrom Director	Restricted Share Units	100,000 RSUs 100,000 Shares 0.43%	June 16, 2024	N/A	$0.66	$0.55	June 16, 2025
Bradley Dixon Director	Restricted Share Units	100,000 RSUs 100,000 Shares 0.43%	June 16, 2024	N/A	$0.66	$0.55	June 16, 2025
Andrew Mugridge Director	Restricted Share Units	100,000 RSUs 100,000 Shares 0.43%	June 16, 2024	N/A	$0.66	$0.55	June 16, 2025

Notes:

(1) The percentage of restricted share units granted are based on the total issued and outstanding common shares of the Company as of June 30, 2024, being 23,463,106.

Exercise of Compensation Securities

During the financial year ended June 30, 2024, none of the NEOs or directors exercised or converted any compensation securities.

Stock Option Plans and Other Incentive Plans

Stock Option Plan

On May 14, 2018, the Company's board of directors (the " Board ") approved the adoption of a 10% rolling stock option plan (the " Option Plan ") pursuant to which the Board may grant options (the " Options ") to purchase Shares to NEOs, directors, employees and consultants retained by the Company. Under the new policies of the Canadian Securities Exchange (the " CSE ") effective April 3, 2023, all listed companies with a rolling plan are required to obtain shareholder approval of such plan every three years. The Company's shareholders ratified, confirmed and approved the Option Plan at the annual general and special meeting of the Company held on December 5, 2023. A copy of the Option Plan is available on the Company's SEDAR+ profile at www.sedarplus.ca or by written request to the Company.

The purpose of the Option Plan is to attract, retain, and motivate NEOs, directors and other service providers by providing them with the opportunity, through options, to acquire an interest in the Company and benefit from the Company’s growth. Under the Option Plan, the maximum number of Shares reserved for issuance, including Options currently outstanding, is equal to 10% of the Shares outstanding from time to time (the “ 10% Maximum ”) less any Shares reserved for issuance under all other share compensation arrangements. The 10% Maximum is an “evergreen” provision, meaning that, following the exercise, termination, cancellation or expiration of any Options, a number of Shares equivalent to the number of options so exercised, terminated, cancelled or expired would automatically become reserved and available for issuance in respect of future Option grants.

The number of Shares, which may be the subject of Options on a yearly basis to any one person cannot exceed 5% of the number of issued and outstanding Shares at the time of the grant. Options may be granted to any employee, officer, director, consultant, affiliate or subsidiary of the Company exercisable at a price which is not less than the market price

of Shares on the date of the grant. The Board may, by resolution, determine the time period during which any option may be exercised (the “ Exercise Period ”), provided that the Exercise Period does not contravene any rule or regulation of such exchange on which the Shares may be listed. All Options will terminate on the earliest to occur of (a) the expiry of their term; (b) the date of termination of an optionee’s employment, office or position as director, if terminated for just cause; (c) 90 days (or such other period of time as permitted by any rule or regulation of such exchange on which the Shares may be listed) following the date of termination of an optionee’s position as a director or NEO, if terminated for any reason other than the optionee’s disability or death; (d) 30 days following the date of termination of an optionee’s position as a consultant engaged in investor relations activities, if terminated for any reason other than the optionee’s disability, death, or just cause; and (e) the date of any sale, transfer or assignment of the Option.

Options are non-assignable and are subject to early termination in the event of the death of a participant or in the event a participant ceases to be a NEO, director, employee, consultant, affiliate, or subsidiary of the Company, as the case may be. Subject to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board is authorized.

Restricted Share Unit Plan

On October 31, 2019, the Board approved adoption of the Company’s restricted share unit plan (the " RSU Plan "), which was further re-approved and ratified at the Company's annual general and special meeting held on December 5, 2023. Under the new policies of the Canadian Securities Exchange (the " CSE ") effective April 3, 2023, all listed companies with a rolling plan are required to obtain shareholder approval of such plan every three years. A copy of the RSU Plan is available on the Company's SEDAR+ profile at www.sedarplus.ca or by written request to the Company.

The RSU Plan is designed to provide certain directors, officers, consultants and other key employees (an " Eligible Person ") of the Company and its related entities with the opportunity to acquire restricted share units (" RSUs ") of the Company. The acquisition of RSUs allows an Eligible Person to participate in the long-term success of the Company thus promoting the alignment of an Eligible Person’s interests with that of the shareholders.

The RSU Plan allows the Company to award, in aggregate, up to a rolling 10% maximum of the issued and outstanding Shares from time to time, less any Shares reserved for issuance under all other share compensation arrangements, under and subject to the terms and conditions of the RSU Plan. The grant of an RSU Award pursuant to the RSU Plan entitles the Participant thereunder, at the election of the Company, the conditional right to receive for each RSU credited to the Participant’s account, at the election of the Board, either (a) one Share of the Company, or (b) an amount in cash, net of applicable taxes and contributions to government sponsored plans, as determined by the Board, equal to the Market Price of one Share for each vested RSU credited. Fractional Shares will not be issued pursuant to the RSU Plan, and any fractional entitlement arising is to be settled by adjustment such that the Participant shall only have the right to receive the next lowest whole number of Shares.

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company.

During the financial year ended June 30, 2024, the Company had the following agreements in place with certain NEOs and directors of the Company:

David Greenway, President, CEO and a Director

By an agreement dated September 15, 2020, Bam Bam Capital Corp. (" Bam Bam "), a company controlled by Mr. Greenway, provides consulting services to the Company and, in particular, his services as its President and CEO, in consideration of consulting fees payable in equal monthly installments as well as financing, production and market capital bonuses. For actual amounts paid to Bam Bam for the financial year ended June 30, 2024, see "Table of Compensation Excluding Compensation Securities".

The agreement with Bam Bam provides for termination:

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(a) by the consultant on ninety (90) days’ notice to the Company;
(b) by the Company, in its discretion, without any notice or payment in lieu thereof, for cause: any material breach of the provisions of the agreement, any conduct of the consultant which in the opinion of the Company, tends to bring himself or the Company into disrepute, the commission of an act of bankruptcy by the consultant or compounding with his creditors generally; or conviction of the consultant of a criminal offence punishable by indictment, where the cause is not prohibited by law; or
(c) by the Company at any time at its sole discretion upon payment to the consultant at termination of twenty four (24) months base fee; plus two (2) times the consultant’s annual bonus received by him in the previous year.

On a change of control of the Company, being the acquisition of common shares or other voting securities of the Company ("Voting Securities") such that the person or persons come to hold, of record or beneficially, at least forty per cent (40%) of the Voting Securities and act in concert with respect to voting such Voting Securities, and within six (6) months of such change, the consultant may give notice of termination to the Company with immediate effect and the Company shall pay to the consultant on the last day of his employment the equivalent sum of twenty four (24) months base fee; plus two (2) times the consultant’s annual bonus received by him in the previous year.

Natasha Sever, CFO and Corporate Secretary

By an agreement dated September 15, 2020, Denkota Capital Inc. (" Denkota "), a company controlled by Ms. Sever, provides consulting services to the Company and, in particular, her services as its CFO, in consideration of consulting fees payable in equal monthly installments. On January 1, 2023, the agreement was amended, replacing Denkota Capital Inc. with Natasha Sever. No other terms of the agreement were amended. For actual amounts paid to Denkota for the financial year ended June 30, 2024, see “Table of Compensation Excluding Compensation Securities”.

The agreement with Denkota provides for termination and change of control upon the same terms as the foregoing agreement with Bam Bam.

Oversight and Description of Director and NEO Compensation

The Board as a whole has the responsibility of determining the compensation for the CEO, the CFO and for other senior management and directors.

The Company’s compensation objectives include the following:

to assist the Company in attracting and retaining highly-qualified individuals;
to create a sense of ownership in the Company among directors, officers, consultants and employees and to align their interests with those of the shareholders; and
to ensure that the Company compensation program is competitive as well as financially affordable.

The Company’s compensation program is designed to provide competitive levels of compensation. The Company recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, the Company’s NEOs may receive compensation that is comprised of three components:

salary, wages or contractor payments;
stock option and RSU grants; and/or
bonuses.

The objective and reason for this system of compensation is to allow the Company to remain competitive compared to its peers in attracting experienced personnel. The base salary of a NEO is intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration.

The base salary review of each NEO takes into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEOs. Base salary is not evaluated against a formal “peer group”. The Board relies on the general experience of its members in setting base salary amounts.

Stock option and RSU grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, although the level of reward provided by a particular stock option or RSU grant is dependent upon the volatile stock market.

Any bonuses paid to the NEOs are allocated on an individual basis related to the review by the Board of the work planned during the year and the work achieved during the year, including work related to administration, financing, shareholder relations and overall performance. The bonuses are paid to reward work done above the base level.

The Company has a stock option plan and a RSU plan for the granting of incentive stock options and RSUs to the Company’s officers, directors and consultants. The purpose of granting such options or RSUs to the Company's directors is to assist the Company in compensating, attracting, retaining and motivating the directors and to closely align the personal interests of the directors to that of the Company's shareholders.

Pension Arrangements

The Company does not have any pension arrangements in place for the NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as at the end of the financial year ended June 30, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders (RSU Plan)	1,805,000	N/A	6,311
Equity compensation plans approved by securityholders (Option Plan)	535,000	$0.81	N/A
Equity compensation plans not approved bysecurityholders	N/A	N/A	N/A
Total	2,340,000		6,311

AUDIT COMMITTEE

The Company is including the disclosure required by Form 52-110F2 of National Instrument 52-110 Audit Committees (“ NI 52-110 ”) under this heading. The Company is a “venture issuer” under NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110.

Audit Committee Charter

The Charter of the Company’s Audit Committee is included as Schedule “A” to this Circular.

Composition of the Audit Committee

The Audit Committee is currently composed of the following directors of the Company: David Greenway, Bradley Dixon and Andrew Mugridge. Mr. Dixon and Mr. Mugridge are considered to be independent. All three Audit Committee members are financially literate.

Relevant Education and Experience

All of the members of the Audit Committee are financially literate, in that they have the ability to read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto. Additionally, all of the

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members of the Audit Committee have accounting or related financial experience and are able to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with international financial reporting standards.

External Auditor Service Fees by Category

Fees incurred for audit and non-audit services in the last two fiscal years are outlined in the following table.

Nature of Services	Fees Paid in Fiscal Year Ended June 30, 2023	Fees Paid in Fiscal Year Ended June 30, 2024
Audit Fees(1)	$24,726	$25,000
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	$5,513	Nil
All Other Fees(4)	Nil	$8,315
Total	$30,239	$33,315

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services normally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

Exemption

The Company is relying on the exemption in section 6.1 of NI 52-110, which exempts issuers whose shares are listed on the Exchange from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE

National Instrument 58-101 Disclosure of Corporate Governance Practices (" NI 58-101 ") requires issuers to disclose their governance practices in accordance with NI 58-101. The Company is a “venture issuer” within the meaning of NI 58-101. A discussion of the Company’s governance practices within the context of NI 58-101 is set out below.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship that could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Andrew Mugridge, Larry Segerstrom and Bradley Dixon are “independent” directors in that they are independent and free from any interest and any business or other relationship, which could or could reasonably be perceived to materially interfere with his ability to act within the best interests of the Company, other than the interests and relationships arising from his shareholdings.

The Board facilitates its independent supervision over management by choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. Further supervision is performed through the Audit Committee who may meet with the Company’s auditors without management being in attendance.

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Directorship

Other than as set forth below, none of the directors hold directorships in other reporting issuers (or the equivalent) in jurisdictions in Canada or a foreign jurisdiction:

Name of Director	Other Reporting Issuers
David Greenway	Recharge Resources Ltd. Ultra Brands Ltd. Montego Resources Inc. Quantum Battery Metals Corp.
Larry Segerstrom	Almadex Minerals Ltd. Great Eagle Gold Corp.
Bradley Dixon	Recharge Resources Ltd.
Andrew Mugridge	Recharge Resources Ltd.

Board Mandate

The Board does not have a written mandate. The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, longterm strategic plans and annual operating plans.

Position Descriptions

The Board has not developed written position descriptions for the President and CEO of the Company or for the Chair of the Audit Committee. The size and nature of the Company’s business allows each director or officer to understand his role in progressing the Company’s operations.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s business, technology and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company’s management to give the directors additional insight into the Company’s business. Individual directors are responsible for maintaining their own education, skills and knowledge at an appropriate level. Board members are encouraged to attend educational courses or presentations in relation to the Company’s projects or the industry within which the Company operates.

Ethical Business Conduct

The Board has not, to date, adopted a formal written Code of Ethical Business Conduct. The current limited size of the Company’s operations, and the small number of officers and employees allow the Board to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained. The Board is aware of the recommendation in National Policy 58-201 Corporate Governance Guidelines to adopt a written code of business conduct and ethics and is reviewing different standards that may be appropriate for the Company to adopt.

To date, the Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Under the

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corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A director must disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The disclosure must be evidenced in writing by being included in the consent resolutions or minutes of the meeting that approved the transaction or in a written disclosure delivered to the Company’s records office. Unless the director properly discloses his interest and has the transaction properly approved, he may be liable to account to the Company for any profit he makes as a result of the transaction, unless the court finds that the transaction was fair and reasonable to the Company. Once the appropriate disclosure has been made by the interested director, the transaction must be approved by the directors or by the shareholders by special resolution. An interested director would not be entitled to vote at meetings of directors which evoke any such conflict.

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees to fill vacancies and for the next annual meeting the shareholders. The Board 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’s duties effectively and to maintain a diversity of views and experience. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives and a willingness to serve.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, this policy may be reviewed in the future depending on the circumstances of the Company.

Compensation

The Board periodically reviews the compensation paid to directors, management and other employees based on such factors as time commitment and level of responsibility, comparative fees paid by other companies in the industry in North America and the Company’s current position as an exploration company with limited operating revenue.

The Board does not have a compensation committee, and these functions are currently performed by the Board as a whole. However, this policy may be reviewed in the future depending on the circumstances of the Company.

Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The Board conducts periodic assessments of its members including individual assessments to determine if the Board, its committee and the individual directors are performing efficiently. Based on the Company’s size, stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. As the activities of the Company develop, it will consider the establishment of more formal evaluation procedures, including more quantitative measures of performance.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the last completed financial year, no director, executive officer, or nominee for director of the Company or any of their associates has been indebted to the Company or any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support in agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recent financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

An “informed person” means:

(a) a director or executive officer of the Company;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;
(c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

MANAGEMENT CONTRACTS

Management functions of the Company are generally performed by directors and executive officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Audited Financial Statements

The Company’s audited financial statements for the fiscal period ended June 30, 2024, and the report of the auditors on those statements will be placed before the Meeting. Receipt at the Meeting of the audited financial statements of the Company will not constitute approval or disapproval of any matters referred to in those statements. No vote will be taken on the audited financial statements. These audited financial statements are available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54- 101 Communication with Beneficial Owners of Securities of a Reporting Issuer , both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Company must deliver a written request for such material to the Company. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Request form attached to this Circular and send it to the transfer agent, Endeavor Trust Corporation.

2. Election of Directors

At the Meeting, the Board will seek Shareholder approval to the ordinary resolution to set the number of directors for the Company at four (4) for the ensuing year, subject to such increases as may be permitted by the Articles of the Company and the Business Corporations Act (British Columbia) (the “ BCBCA ”).

The Board proposes to nominate the persons named in the table below for election as directors of the Company. Each director elected will hold office until the next annual general meeting of the Company or until their successor is duly

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elected or appointed, unless the office is vacated earlier in accordance with the Articles of the Company or the BCBCA, or if the director becomes disqualified to act as a director.

The following table sets out the names of management’s nominees for election as director, the jurisdiction in which each is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which each has been a director of the Company, the respective current principal occupations or employments (and for the past five years for new nominees), and the number of Shares, which each beneficially owns, directly or indirectly, or over which control or direction is exercised as at the date of this Circular.

Name, Jurisdiction of Residence and Position Held with the Company	Principal Occupation(1)	Director Since	Shares Beneficially Owned, Directly or Indirectly, Over Which Control or Direction is Exercised(2)
David Greenway(2) British Columbia, Canada President, CEO &Director	President, CEO and a director of the Company and Recharge Resources Ltd.	Sept 11, 2018	1,436,667
Larry Segerstrom Arizona, USA Director	Geologist.	Jan 4, 2022	600,000
Bradley Dixon(2) Idaho, USA Director	Partner and attorney at Givens Pursley LLP	Oct 13, 2020	13,750
Andrew Mugridge(2) British Columbia, Canada Director	VP Investors Relations at Timpi Inc. from 2022 to present; Financial Advisor of Hotspur Financial Services Ltd. from 2021 to 2023; Representative of ZLC Wealth Inc. from 2015 to 2021	May 2024	Nil
Notes

(1) This is the number of shares of the Company carrying the right to vote in all circumstances, beneficially owned, or controlled or directed, directly or indirectly, by each director as at the Record Date. This information is not within the knowledge of the management of the Company and has been furnished by the respective individuals, or has been extracted from the register of shareholdings maintained by the Company's transfer agent or from insider reports filed by the individuals and available through the internet at www.sedi.ca. The information does not include voting securities which might be issued upon conversion or exercise of other securities of the Company.

(2) Member of the Audit Committee.

The following is a brief biography for all of the directors who have not previously been elected as a director of the Company at a shareholders' meeting for which an information circular was issued:

Andrew Mugridge : Mr. Mugridge has been involved in the finance and marketing sectors since entering the industry in 2006. His career began with consulting for publicly traded companies, focusing on financial and marketing strategies that drive growth and shareholder value.

From 2006 to 2014, Mr. Mugridge operated a successful investor relations firm, where he honed his skills in managing investor communications and corporate marketing. He then transitioned to a principal role at a financial advisory firm in Vancouver, British Columbia, where he continues to provide strategic financial counsel to a diverse client base. His professional experience is extensive, having served as a representative at ZLC Wealth Inc. from September 2015 to September 2021 and as Principal at Hotspur Financial Services Ltd. from June 2010 to July 2023. Additionally, he has been a Director at Recharge Resources Ltd. since March 2022.

Mr. Mugridge's educational background includes a Certificate of Marketing Management from the British Columbia Institute of Technology and completion of the Exempt Market Proficiency (EMP) Course from the IFSE Institute.

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Advance Notice of Director Nomination

On December 11, 2018, the shareholders approved a special resolution to alter the Articles of the Company to include the requirement for advance notice for nomination of directors for election (the “ Advance Notice Policy ”) for the purpose of providing shareholders, directors and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special meeting of the Shareholders.

As of the date of this Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Policy.

A copy of the Advance Notice alteration to the Articles of the Company is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Penalties, Sanctions and Cease Trade Orders

Except as set out below, no proposed director of the Company:

(a) is, as at the date of the Circular, or has been within 10 years before the date of the Circular, a director, CEO or CFO of any company (including the Company) that:
(i) was subject to a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation for more than thirty consecutive days, that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
(ii) was subject to a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation for more than thirty consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or
(b) is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company (including the Company) 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 of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

On July 13, 2011, the British Columbia Securities Commission (the “ BCSC ”) issued a notice of hearing alleging that the Company's CEO and director, David Greenway, contravened section 57.2(2) of the Securities Act (BC) by purchasing 68,500 shares of Global Uranium Corp. (“ Global ”) while being in a special relationship with Global and with knowledge of a material fact relating to Global that had not been generally disclosed. The purchases took place between March 31 and April 16, 2010.

The BCSC determined in their February 22, 2012 decision that David Greenway had inadvertently breached section 57.2(2) of the Securities Act (BC). Accordingly, the BCSC issued the following sanctions:

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Mr. Greenway was banned from trading securities of any issuer with whom he is in a special relationship until the later of July 22, 2012 and until he paid a $19,177 administrative penalty; and the administrative penalty has been paid in full and Mr. Greenway’s trading ban has subsequently expired.

Unless otherwise instructed, the proxies given in this solicitation will be voted in favour of the appointment of management’s nominees as directors of the Company to hold office until the next annual general meeting of the Company.

3. Appointment of Auditor

Shareholders will be asked to re-approve the appointment of SHIM & Associates LLP, Chartered Professional Accountants, as the auditor of the Company to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed by the directors. SHIM & Associates LLP have been the Company's auditors since August 24, 2023.

Unless otherwise directed, the management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the appointment of SHIM & Associates LLP, Chartered Professional Accountants as the auditor of the Company at remuneration to be fixed by the Board.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca. Financial information is provided in the Company’s financial statements and management’s discussion and analysis (“ MD&A ”) for the most recently completed financial year.

The Company will provide to any shareholder upon request, copies of the Company’s financial statements and MD&A for the most recently completed financial year. Please direct your request to the Company at its registered and records office at Suite 1500, Royal Centre, P.O. Box 11117, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

The contents of this Circular and the sending thereof to the Shareholders of the Company have been approved by the Board.

DATED at Vancouver, British Columbia, this 28[th] day of October, 2024.

ON BEHALF OF THE BOARD

(signed) David Greenway David Greenway President & CEO

SCHEDULE “A” AUDIT COMMITTEE CHARTER

1. Mandate and Purpose of the Committee

The Audit Committee (the "Committee") of the board of directors (the "Board") of Giant Mining Corp. (formerly Majuba Hill Copper Corp.) (the "Company") is a standing committee of the Board with the primary function to assist the Board in fulfilling its oversight responsibilities relating to:

(a) the integrity of the Company’s financial statements;
(b) the Company’s compliance with legal and regulatory requirements, as they relate to the Company’s financial statements;
(c) the qualifications, independence and performance of the Company’s auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Company’s internal audit function;
(f) consideration and approval of certain related party transactions; and
(g) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

2. Authority

The Committee has the authority to:

(a) engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and
(b) communicate directly with the Company’s auditor.

The Committee has the authority to delegate to individual members or subcommittees of the Committee.

3. Composition and Expertise

The Committee shall be composed of a minimum of three members, each of whom is a director of the Company. The majority of the Committee's members must not be officers or employees of the Company or an affiliate of the Company.

Committee members shall be appointed annually by the Board at the first meeting of the Board following each annual meeting of shareholders. Committee members hold office until the next annual meeting of shareholders or until they are removed by the Board or cease to be directors of the Company.

The Board shall appoint one member of the Committee to act as Chairman of the Committee. If the Chairman of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

4. Meetings

Any member of the Committee or the auditor may call a meeting of the Committee. The Committee shall meet at least four times per year and as many additional times as the Committee deems necessary to carry out its duties. The Chairman shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of the time and place of every meeting shall be given in writing to each member of the Committee, at least 72 hours (excluding holidays) prior to the time fixed for such meeting. The Company’s auditor shall be given notice of every meeting of the Committee and, at the expense of the Company, shall be entitled to attend and be heard thereat. If requested by a member of the Committee, the Company’s auditor shall attend every meeting of the Committee held during the term of office of the Company’s auditor.

A majority of the Committee who are not officers or employees of the Company or an affiliate of the Company shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. Business may also be transacted by the unanimous written consent resolutions of the members of the Committee, which when so approved shall be deemed to be resolutions passed at a duly called and constituted meeting of the Committee.

The Committee may invite such directors, officers and employees of the Company and advisors as it sees fit from time to time to attend meetings of the Committee.

The Committee shall meet without management present whenever the Committee deems it appropriate.

The Committee shall appoint a Secretary who need not be a director or officer of the Company. Minutes of the meetings of the Committee shall be recorded and maintained by the Secretary and shall be subsequently presented to the Committee for review and approval.

5. Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any guidelines recommended by regulators or the Canadian Securities Exchange and shall recommend changes to the Board thereon.

AI assistant

Giant Mining Corp. — AGM Information 2024

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