Glen Eagle Resources Inc. — AGM Information 2020

Jul 31, 2020

GLEN EAGLE RESOURCES INC.

NOTICE OF THE

ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that in light of public health concerns over the COVID-19 pandemic, the annual meeting of shareholders (the ‘’Meeting’’) of GLEN EAGLE RESOURCES INC. (the "Company") will be held solely by means of remote communication (see below), rather than in person , on Thursday August 27, 2020 at 10:00 a.m. (Montreal time) for the purposes of:

• (1) receiving the financial statements of the Company for the fiscal year ended December 31, 2019 and the auditors' report thereon; and

• (2) electing the directors of the Company; and

• (3) appointing the auditors of the Company and authorizing the board of directors to fix their remuneration; and

• (4) adopting an ordinary resolution approving and ratifying the Company’s current 10% rolling stock option plan and the options granted thereunder; and

• (5) requesting the Non-interested shareholders on a vote for the elimination of a debt by the issuance of shares to the President and CEO of the Company; and

• (6) transacting such other business as may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on July 23, 2020 will receive a notice of the Annual Meeting and will be entitled to vote, in person or by proxy, at the meeting.

By order of the Board

(s) Jean Labrecque Jean Labrecque President

Montreal July 23, 2020

IMPORTANT

In order that the greatest number possible of shares may be represented and voted at the Annual Meeting, shareholders who are unable to attend the meeting are requested to COMPLETE, DATE, SIGN AND RETURN the enclosed form of PROXY to Computershare Trust Company of Canada in the enclosed envelope provided for that purpose before 5:00 p.m. on August 25, 2020. Please refer to the annexed management proxy circular for additional particulars.

REGISTRATION AND LOG IN PROCESS

To attend the Meeting, please register using the link https://us02web.zoom.us/j/81179908997?pwd=Q25ITjNLREV0Rjg3cEVrWHlmUFNodz09 at least 24 hours before the scheduled start of the Meeting. After registering, you will receive a confirmation email with access instructions. For more information, you can also contact the corporation and talk to Ana at 514-668-8924.

To ensure a smooth process, the Corporation is asking registered participants to log into by 9:45 a.m. (Montreal time) on August 27th, 2020.

GLEN EAGLE RESOURCES INC.

PROXY CIRCULAR

As at July 23, 2020

SOLICITATION OF PROXY

This Proxy Circular (the “Circular”) is provided in connection with the solicitation of proxies by the management of GLEN EAGLE RESOURCES INC. (the “Company”) for use at the Annual Meeting of Shareholders of the Company to be held on Thursday August 27th, 2020 at 10:00 a.m. (Montreal time) solely by means of remote communication, rather than in person for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof (the “Meeting”). It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by employees of the Company. The cost of solicitation is borne by the Company.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the enclosed Form of Proxy are directors of the Company. A shareholder wishing to appoint some other person (who need not be a shareholder) to represent him at the Meeting, may do so by inserting such person’s name in the blank space provided in the Form of Proxy and depositing the duly completed Form of Proxy at the registered office of the Company or the Company's transfer agent indicated on the enclosed envelope prior to the close of business on the second business day preceding the date of the Meeting (exclusive of Saturdays, Sundays and holidays).

Any proxy given may be revoked by instrument in writing, including another proxy bearing a later date, executed by the shareholder or by his attorney authorized in writing, and deposited either at the registered office of the Company or its transfer agent at any time prior to the close of business on the second business day preceding the date of the Meeting or in any other manner permitted by law. The shareholder may choose to attend the Meeting in person and exercise his/her voting rights.

EXERCISE OF DISCRETION BY PROXY

A shareholder forwarding the enclosed Form of Proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. The persons named in the enclosed Form of Proxy will vote the shares in respect of which they are appointed in accordance with the direction, if any, of the shareholders appointing them. In the absence of such direction, such shares will be voted in favor of the passing of all the resolutions described below. The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to any amendment or variation to matters identified in the Notice of Meeting and to any other matter which may properly come before the Meeting. At the time of the Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, in either case, the persons named in the Form of Proxy will vote according to their best judgment.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The board of directors of the Company has fixed July 23, 2020 as the record date, being the date for the determination of the registered holders of securities entitled to receive notice of the Meeting and to vote thereat.

As of July 23, 2020, 82,868,108 common shares (the “Common Shares”) of the Company were issued and outstanding, each giving the right to one vote at the Meeting. The Common Shares are the only securities outstanding and entitled to be voted at the Meeting. All holders of Common Shares of record as of July 23, 2020 are entitled to attend and vote thereat in person or by proxy.

To the knowledge of the directors and officers of the Company, as of July 23, 2020: Mr. Denis Lavigueur, is an "Insider" of the Corporation as he owns, or exercises control over 16,438,000 shares, approximately 19.8% on a nondiluted and diluted basis. Mr. Eric Sprott is considered an insider as he owns, or exercises control or direction over 11,118,182 shares, approximately 13.4% on a non-diluted and 11,868,182, approximately 14.2% on a diluted basis. No other shareholder holds 10% or more of the issued and outstanding common shares of the Company.

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INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed herein, the Company is not aware that any of the directors, nominees, officers or other insiders of the Company or any persons associated or otherwise related to any of them has any significant interest in the matters to be acted upon at the Meeting. The management report and the audited financial statements for the year ended December 31, 2019, as well as the auditors' report will be presented to the shareholders at the Meeting; however, no vote in this regard is required or proposed.

ELECTION OF DIRECTORS

It is proposed by management of the Company that four (4) directors be elected for the current year. The term of office of each director so elected expires upon the election of his successor unless he resigns or his office shall become vacant by death, removal or other cause.

Except where authority to vote on the election of directors is withheld, the persons named in the accompanying Form of Proxy will vote FOR the election of the nominees whose names are hereinafter set forth.

The management of the Company does not contemplate that any of the nominees will be unable or, for any reason will become unwilling, to serve as a director, but, if that should occur for any reason prior to the election, the persons named in the accompanying Form of Proxy reserve the right to vote for another nominee in their discretion, unless the shareholder has specified in the Form of Proxy that his shares are to be withheld from voting on the election of directors.

The following table sets forth certain information pertaining to the persons proposed to be nominated for election as directors.

Name, position with the Company and province and country of residence	Principal occupation, business or employment(actual andpast) (1)	Director of the Company since	Number of Common Shares beneficially owned or over which control or direction is exercised
JEANLABRECQUE (A) (B) Director Quebec, Canada	President and CEO of the Corporation	February 2, 2006	3,186,667
GUYCHAMARD (A)(B) Director Quebec, Canada	Civil Engineer, Tetratech- Mining Project Director (2015-2017), WSP Mining Principal Director (2007-2014), Cambior Project manager(1994-2001)	February 21, 2012	561,000
GILLESLAVERDIERE (A) (B) Director Quebec, Canada	Geologist–Consultant Director Vanstar Mining (2015-2018)	August 30, 2010	11,000
CHARLESTASCHEREAU Director Quebec, Canada	Mining Engineer–Coo-Orbite Technologies (since 2016), CEO Congo Equipment (2014-2016), Coo Quebec Lithium (2010-2013), V.P. IAMGOLD (2007-2010), Gold Fields Ltd Country Manager 2005-2007	June , 2018	Nil

(A) Member of the Corporate Governance Committee

(B) Member of the Audit Committee

(1) The information as to the principal occupation, business or employment is not within the knowledge of the Company and has bee n furnished by the respective director.

Each nominee has supplied the information concerning the number of Common Shares over which he exercises control or direction.

The directors, Jean Labrecque, Guy Chamard, Gilles Laverdière, and Charles Taschereau whose names are herein above mentioned, have previously been elected directors of the Company at a shareholder’s meeting for which a proxy circular was issued and hold the same principal occupation as when elected.

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To the knowledge of the management of the Company, no director of the Company is or has been, within the ten years preceding the date of this Circular, a director or officer of any other Company which, while that person was acting in that capacity:

• (a) was the subject of a cease trade or similar order or an order that denied the other Company access to any statutory exemptions for a period of more than 30 consecutive days; or

• (b) 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.

Unless otherwise specifically instructed, the persons whose names are printed on the enclosed form of proxy intend to vote at the Meeting FOR the election of the nominees whose names are set forth above to the board of directors.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Philosophy and Objectives

The compensation program for the executive officers of the Company is designed to ensure that the level and form of compensation achieves certain objectives, mainly:

• to attract and retain qualified executive officers;

• to have compensation competitive within the marketplace;

• to align executives’ interests with those of the shareholders; and

• to reward demonstration of both leadership and performance.

The compensation paid to the Company’s executive officers, including the Named Executive Officers (as hereinafter defined), is determined solely by the board of directors.

The Company does not have a formal compensation program with set benchmarks, however, the board of directors considers a variety of factors when determining compensation levels, as set out below.

Elements of Executive Compensation Program

The Company’s compensation program for executive officers is composed primarily of the following components:

• (a) base salary or consulting fees;

• (b) performance bonus payments; and

• (c) participation in the Company’s Stock Option Plan.

Base Salary or Consulting Fees

In determining the base salary or consulting fees of executive officers, the board of directors considers the following factors:

• (a) the particular responsibilities related to the position;

• (b) salaries paid by other companies in the mining industry which are similar in size as the Company, at the same stage of development as the Company and considered comparable to the Company;

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• (c) the experience level of the executive officer;

• (d) the amount of time and commitment which the executive officer devotes to the Company and is expected to devote to the Company in the future; and

• (e) the executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

The process to determine the base salary or consulting fees consists only of discussions among the board members. The board of directors annually reviews the salary or consulting fees payable to the executive officers based on the aforementioned criteria to ensure that compensation levels are competitive and fair.

The Named Executive Officers of the Company are primarily compensated indirectly through consulting fees payable by the Company to their respective management companies. For the principal terms of these various management agreements, see “Executive Compensation - Compensation of Named Executive Officers” and “Executive Compensation - Termination and Change of Control Benefits”.

Performance Bonus Payments

Performance bonuses are payable in cash or through equity-based compensation and the amount payable is based on the board of directors’ assessment of the Company’s performance for the year. Factors considered in determining bonus amounts generally include individual performance, financial criteria (such as successful financings, project management performance) and operational criteria (such as significant mineral property acquisitions, successful mineral property exploration and development, resource growth and the attainment of other corporate milestones). The process to determine the performance bonus payments consist only of discussions among the board members.

Participation in the Stock Option Plan

The Company provides for participation in the Company’s Stock Option Plan. The granting of stock options is intended to encourage the maximization of shareholder value by better aligning the interests of the executive officers with the interests of shareholders. The options are granted by the board of directors at any given time at its discretion when deemed appropriate. The number of options granted is determined by taking into consideration assigned responsibilities and the performance of each of the executive officers. Previous grants of options are also taken into account when considering new grants. There is no specific time periods or circumstances which might trigger a grant of options. The process to determine the number of options granted consists only of discussions among the board members.

Stock options granted to the Named Executive Officers during the most recently completed financial year are disclosed herein under “Executive Compensation – Compensation of Named Executive Officers”.

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Compensation of Named Executive Officers

As at December 31, 2019, the end of the most recently completed financial year of the Company and for the past three years, the Company had two Named Executive Officers (“NEO”), whose name and positions held within the Company are set out in the summary compensation table below.

Name and Principal Position	Year	Salary or Compensation ($)	Share- Based Awards ($)	Option- based Awards (3)(4) ($)	Non-equity Incentive Plan Compensation ($)	Non-equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compen- sation ($)	Total Compensation ($)
					Annual	Long- term Incent ive Plans
					incentive
					plans
					(5)
Jean Labrecque President and Chief Executive Officer (1)	2019 2018 2017	114,000 114,000 114,000	Nil Nil Nil	39,616 Nil 30,749	Nil Nil 40,000	Nil Nil Nil	Nil Nil Nil	Nil Nil NIL	153,616 114,000 184,749
Daniel Bélisle Chief Financial Officer(2)	2019 2018 2017	80,400 80,400 80,400	Nil Nil Nil	19,808 Nil 19,133	Nil Nil 20,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	100,208 80,400 119,533

Notes:

• (1) Mr. Labrecque compensation was authorized by the board which had determined that his compensation was in line with similar other companies in the resource sector. Mr. Labrecque was appointed President and Chief Executive Officer of the Company on July 26, 2005.The compensation (consulting fees) was paid to RTO Solutions Inc., a management company controlled by Mr. Jean Labrecque.

• (2) Mr. Bélisle compensation is based on consultancy agreement he has with the Company, determined in accordance to what is paid in the market, and invoices the Company for management and accounting services rendered; Mr. Bélisle was appointed Chief Financial Officer of the Company on September 28, 2009. The compensation for consulting fees and accounting services, was paid to Daniel Bélisle, CPA and to BF Capital Croissance Inc., a service company controlled by Mr. Bélisle.

• (3) The allocation of share options by the Board of directors is based on the implication, qualification and availability of the members in regards to what is offered in the market.

• (4) Based on the grant date fair value of stock options under the Stock Option Plan. Specifically, a Black-Scholes option pricing model was used with the following assumptions determined on the date of grant: risk-free interest rate of 1.4%, expected volatility of 102%, expected average life of 5 years and expected dividend yield of 0.

• (5) There was no bonus paid during 2018 and 2019.

Termination and Change of Control Benefits

On July 1[st] , 2019, the Company contracted a consulting services agreement with a private company owned by the President. These services consist of providing marketing, various management services including property search, coordination and guidance for the financial growth of the Company. The Company may terminate this agreement subject to a payment of eighteen (18) months times the monthly fee or $171,000.

On July 1[st] , 2019, the Company contracted a consulting services agreement with a private company owned by the Chief Financial Officer and CFO. These services consist of providing information to the external auditors, production of annual and quarterly financial statements and MD&A, preparation of legal material and the financial evaluation of projects the Company is being presented. The Company may terminate this agreement subject to a payment of twelve (12) months times the monthly fee or $80,400.

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INCENTIVE PLAN AWARDS-SHARE BASED AND OPTION BASED

Stock Option Plan

The Company has implemented a stock option plan (the “Stock Option Plan”) for the benefit of employees, officers, directors and suppliers of the Company. The shareholders of the Company will be asked to adopt a resolution to approve and ratify the current 10% rolling stock plan of the Company, limiting the number of options issued to 10% of the outstanding shares. For more information on the Stock Option Plan, see the attached schedule “A”.

The following table summarizes the awards to the following NEOs under the Stock Option Plan outstanding at the end of December 31, 2019:

		Option-based awards	Option-based awards		Share-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 that have not vested (#)	Market or payout value of share- based awards that have not vested
Jean Labrecque President and Chief Executive Officer Daniel Bélisle Chief Financial Officer	875,000 500,000 450,000 225,000 500,000 375,000 350,000 500,000 140,000 250,000	$0.095 $0.07 $0.105 $0.20 $0.105 $0.095 $0.07 $0.105 $0.20 $0.105	April 23, 2020 December 29 ,2020 July 13, 2021 April 26, 2022 June 25, 2024 April 23, 2020 December 29 ,2020 July 13, 2021 April 26, 2022 June 25,2024	0 7,500 0 0 0 0 5,250 0 0 0	0 0 0 0 0 0 0 0 0 0	N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Note (1):

Calculated on the basis of the difference between the market value of the securities underlying the options on December 31, 2019, namely $0.085, and the exercise or base price of the option.

Incentive Plan Awards – value vested or earned

The following table discloses as of December 31, 2019 the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting dates:

Name	Option-Based Awards– Value Vested during the Year ($)	Share-Based Awards– Value Vested during the Year ($)	Non-Equity Incentive Plan Compensation– Value Vested during the Year ($)
Jean Labrecque Chief Executive Officer	0(1)	N/A	N/A
Daniel Bélisle Chief Financial Officer	0(1)	N/A	N/A

(1) The share price on the vesting date is the same as the exercise price for the options as the options were vested when granted.

Director Compensation Table

The following table sets forth all annual and long term compensation for services in all capacities to the Company and its subsidiaries in respect of the Directors (other than Jean Labrecque whose compensation is disclosed above) for the most recently completed financial year.

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Name (a)	Fees earned ($) (b)	Share- based awards ($) (c)	Option- based awards ($) (1) (d)	Non-equity incentive plan compensation ($) (e)	Pension value ($) (f)	All other compensation ($) (g)	Total ($) (h)
Gilles Laverdière Guy Chamard	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Based on the grant date fair value of stock options under the Stock Option Plan.

Director Compensation: Incentive Plan Awards

The following table summarizes the awards to the Directors (other than Jean Labrecque), whose compensation is described above) under the Stock Option Plan outstanding at the end of the most recently completed financial year.

		Option-based awards	Option-based awards		Share-based awards	Share-based awards
Name (a)	Number of securities underlying unexercised options (b)	Option exercise price ($) (c)	Option expiration date (d)	Value of unexercised in-the- money options ($) (1) (e)	Number of shares or units that have not vested (#) (f)	Market or payout value of share- based awards that have not vested (g)
Hossam Shatta	25,000 150,000 10,000	$0.095 $0.07 $0.20	April 23, 2020 December 29, 2020 April 26, 2022	0 2,250 0	0 0 0	N/A N/A N/A
Gilles Laverdière	50,000 350,000 250,000 125,000 150,000	$0.095 $0.07 $0.105 $0.20 $0.105	April 23, 2020 December 29, 2020 July 13, 2021 April 26, 2022 June25,2024	0 5,250 0 0 0	0 0 0 0 0	N/A N/A N/A N/A N/A
Guy Chamard	100,000 100,000 100,000 250,000 75,000 200,000	$0.095 $0.07 $0.105 $0.20 $0.13 $0.105	April 23, 2020 December 29, 2020 July 13, 2021 April 26, 2022 January 24, 2024 June 25, 2024	0 1,500 0 0 0 0	0 0 0 0 0 0	N/A N/A N/A N/A N/A N/A
Charles Taschereau	200,000 100,000	$0.13 $0.105	Janvier 24, 2024 June 25, 2024	0 0	0 0	N/A N/A

Note (1): Based on a closing market price of the common shares on the TSX.V, on December 31, 2019 of $0.085

Director Compensation: Incentive Plan Awards – Value Vested or Earned

During the most recently completed financial year, a total of 1,800,000 options were granted and vested.

Liability insurance

The directors and officers are covered by liability insurance. The Company has a Director’s and Officer’s Liability and Company Reimbursement Insurance policy that provides coverage of up to $3,000,000 per claim and insurance period, for which it pays an annual premium of $12,567. The policy has a $25,000 deductible that the Company has undertaken to cover in the event of a claim. The covering period for the insurance is from August 30th 2019 to August 30th 2020.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as of the end of the Company’s fiscal year ended December 31, 2019, all required information with respect to compensation plans under which equity securities of the Company are authorized for issuance:

Plan category	Number of shares to be issued upon exercise of outstanding options (a)	Weighted average exercise price of outstanding options (b)	Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	8,080,000	$0.11	Nil
Equity compensation plans not approved by security holders	Nil	Nil	NIL
Total	8,080,000	$0.11	Nil

REAPPOINTMENT OF AUDITORS

The management of the Company proposes that PricewaterhouseCoopers LLP, Chartered Accountants, be appointed as auditors of the Company for the 2020 fiscal year and that the directors be authorized to fix their remuneration. PriceWaterhouse Coopers LLP was appointed as auditors of the Company on March 31, 2006.

Except where authority to vote on the appointment of the auditors of the Company is withheld, persons named in the accompanying Form of Proxy will vote FOR the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company for the 2020 fiscal year and FOR their remuneration to be fixed by the directors of the Company.

APPROVING AND RATIFYING THE STOCK OPTION PLAN

The Company maintained until October 19th, 2010, a fixed number stock option plan reserving 2,321,657 shares; the number of shares reserved was increased to 2,683,960 shares (representing less than 10% of outstanding shares) on October 19th , 2010 and the period allowed for exercising options after a board member ceases to be eligible, was increased from three to twelve months.

On April 26th, 2011, the Board of Directors modified the plan to have a “rolling” stock option plan reserving a maximum of 10% of the issued shares of the Company, at the time of the stock option grant, with no vesting provisions and the ability for the Board to grant stock options without a hold period, provided the grant is made at the Market Price. The maximum number of common shares that may be reserved for issuance to anyone may not exceed 5% of the common shares outstanding at the time of grant. These options must be exercised no later than 5 years after the date of grant. The exercise price of each option is established by the Board of Directors and may not be lower than the market price of the shares at the time of grant. The total number of options granted to a consultant during a 12-month period should not exceed 2% of the issued shares of the Company on the date of the grant. The total number of options granted to persons whose services are retained to provide investor relations during a 12month period should not exceed 2% of the issued shares of the Company on the date of the grant. The options granted to consultants who provided services for investor relations should be developed gradually over a 12-month period at a rate of not more than a quarter of shares covered during the same quarter. This allows more flexibility to the Company to issue options according to its growth and attract individuals that will assist the Company to reach its goals. The plan dated April 25, 2011, set out in Schedule “A” of the present Proxy Circular, was accepted by the TSX Venture Exchange and approved by shareholders at the June 26th, 2019 shareholders meeting.

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At the meeting, the shareholders will be asked to approve and ratify the stock option plan and adopt the following resolution:

“BE IT RESOLVED:

THAT the 10% rolling stock option plan of the Company attached as per Schedule “A” to the proxy circular of the Company dated July 23, 2020 and the options granted thereunder are hereby approved and ratified.”

The resolution must be adopted by a majority of the votes cast by those present at the meeting, in person or by proxy. The board of directors of the Company recommends that the shareholders vote in favor of the resolution approving said amendment.

Unless otherwise specifically instructed, the persons whose names are printed on the enclosed form of proxy intend to vote at the meeting FOR the adoption of the resolution approving the 10% rolling stock option plan of the Company and the options granted thereunder.

APPROVING A SHARE FOR DEBT TRANSACTION BY AN INSIDER

Non-interested shareholders are requested to vote on the reimbursement of a $40,000 debt by the issuance of 500,000 shares determined on February 11[th] , 2020, at the price of $0.08 per share. This debt was accumulated by unpaid fees for services rendered by the President and CEO of the Corporation (Jean Labrecque) for the months of October to January 2020 (included). Consequently, this represents a share for services rendered transaction and is subject to the approval of non-interested shareholders at this annual meeting, as requested by TSX Venture policies; finally, a total of 3,186,667 shares held by the President are not eligible for this vote.

At the meeting, the shareholders will be asked to approve a share for debt transaction.

“BE IT RESOLVED:

THAT the share for debt transaction described above for the reimbursement of a $40,000 debt by the issuance of 500,000 shares at the price of February 11[th] , 2020, at $0.08, as announced on February 12[th] , 2020, is hereby approved and ratified.’’

The resolution must be adopted by a majority of the votes cast by those present at the meeting, in person or by proxy. The board of directors of the Company recommends that the shareholders vote in favor of the resolution approving said amendment.

Unless otherwise specifically instructed, the persons whose names are printed on the enclosed form of proxy intend to vote at the meeting FOR the adoption of the resolution approving the share for debt transaction.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein and in the audited financial statements of the Company for the year ended December 31, 2019, the Company is not aware that any of the directors, nominees, officers or other insiders of the Company or any persons associated or otherwise related to any of them has had an interest in any material transaction carried out since the commencement of the last fiscal period of the Company and which has materially affected or is likely to materially affect the Company.

INFORMATION ON CORPORATE GOVERNANCE

The following information of the Company’s Corporate Governance Policy is given in accordance with NI 58-101, Disclosure of Corporate Governance Practices , and Policy 3.1 of the TSX-Venture Manual.

(a) Board of directors

Messrs. Gilles Laverdière, Guy Chamard and Charles Taschereau are independent directors. Mr. Jean Labrecque is not independent in light of his positions as President/CEO.

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(b) Directorships

The Directors do not serve as directors of other public companies except:

Guy Chamard is Director on the Board of Mason Graphics

(c) Orientation and Continuing Education

The board encourages directors to follow appropriate education programs offered by relevant regulatory bodies and provides them with the opportunity to enhance their understanding of the nature and operation of the Company. The transfer from GAAP to IFRS standards needed additional education efforts to maintain up to date knowledge and competence in the financial and accounting field.

(d) Ethical Business Conduct

Each director of the Company, in exercising his powers and discharging his duties, must act honestly and in good faith with a view to the best interests of the Company and further must act in accordance with the law and applicable regulations, policies and standards.

In situation of conflict of interest, a director is required to disclose the nature and extent of any material interest he/she has in any material contract or proposed contract of the Company, as soon as the director becomes aware of the agreement or the intention of the Company to consider or enter into the proposed agreement and the director must refrain from voting in respect of any such matter.

(e) Nomination of Directors

The board selects nominees for election to the board, after having considered the advice and input of the Corporate Governance Committee and having carefully reviewed and assessed the professional competencies and skills, personality and other qualities of each proposed candidate, including the time and energy that the candidate can devote to the task, and the contribution that the candidate can bring to the board dynamic.

The Committee reviews industry data for similar executives from recruitment agencies.

(f) Governance Committee

The Committee is composed of the board members and has the authority and responsibility for:

• (i) annually reviewing the mandates of the board and its committees and recommending to the board such amendments to those mandates as the Committee believes are necessary or desirable;

• (ii) reviewing annually the disclosure of corporate governance practices to be included in the Company's proxy circular;

• (iii) reviewing at least annually the size and composition of the board, analyzing the needs of the board and considering the skills, areas of experience, backgrounds, independence and qualifications of the board members to ensure that the board, as a whole, has a diversity of competencies and experience that support it in carrying out its responsibilities;

• (iv) assessing at least annually the effectiveness of the board as a whole, the committees of the board and the contribution of each director regarding his, her or its effectiveness and contribution;

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• (v) acting as a forum for concerns of individual directors in respect of matters that are not readily or easily discussed in a full board meeting, including the performance of management or individual members of management or the performance of the board or individual members of the board;

• (vi) determining at the earliest stage possible whether any proposed transaction discussed by the board is or can be perceived as a related party transaction and, if such is the case, review any such transaction to ensure that it is being proposed and will be carried out with fairness and with the best interest of the Company in mind and or, alternatively, recommend that a special committee of disinterested directors be constituted to carry out the negotiations for such transaction and review and reported thereupon to the board.

(g) Compensation

The Compensation Committee was created recently and will be composed of two independent members of the board and will be responsible for recommending to the Board the compensation of the directors and senior officers of the Corporation. The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations.

The Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. Upon the recommendation of the Compensation Committee, the Board of Directors may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board of Directors deem as worthy of recognition. The Compensation Committee considers and discusses proposals received from its members or board members, regarding the compensation of management and the directors.

(h) Assessments

The Board and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. The Chairman of the Board encourages discussion amongst the Board as to evaluation of the effectiveness of the Board as a whole and of each individual director. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

AUDIT COMMITTEE

Audit Committee Charter

Under the rules of the TSX Venture Exchange, the Company is required to disclose the text of its audit committee’s charter. The Company’s disclosure is set out in Schedule “B” to this Circular.

Composition of the Audit Committee

Name	Independent	Financially literate
Gilles Laverdière	Yes	Yes
Charles Taschereau	Yes	Yes
Guy Chamard	Yes	Yes

Gilles Laverdière, Geologist with over 32 years of experience in mining exploration, project evaluations and financing.

Charles Taschereau, is a mining engineer with over 25 years experiences in the management and development of mining projects and corporations in over 12 countries. He was involved in all the aspects of the mining cycle: exploration, feasibility studies, financing, construction and operation.

Guy Chamard , is a civil Engineer with 30 years of experience in the construction of mining plants for an international engineering firm with more than 5000 employees. Mr. Chamard was been instrumental over the last 20 years in developing from conception, construction to production several mining projects both in Quebec and abroad.

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Certain Exemptions

The Company is relying upon the exemption from the requirements of MI 52-110 relating to the composition and reporting obligations of the Audit Committee provided in Section 6.1 of MI 52-110.

Fees

Audit Fees

The audit fees for the period ended December 31, 2019 amounted to $60,000 and for the period ended December 31, 2018, $60,000.

Other Related Audit Fees

Consulting fees amounted to nil.

Pre-approval Policies and Procedures

Under its charter, the Audit Committee has the mandate to review and pre-approve management requests for any consulting engagement to be performed by the auditors of the Company that is beyond the scope of their audit services.

OTHER BUSINESS

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

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at WWW.SEDAR.COM.

Financial information relating to the Company is provided in the Company's audited financial statements for the year ended December 31, 2019 and the related management's discussion and analysis (the "MD&A"). Shareholders who wish to obtain a copy of the financial statements and MD&A of the Company may contact the Company as follows:

By phone: (514) 808-9807 By Fax: (450) 229-6977 By mail: GLEN EAGLE RESOURCES INC. 4710 St-Ambroise Street, Suite 308 Montreal, Quebec H4C 2C7

APPROVAL

The contents and the sending of this circular to the shareholders of the Company have been approved by the board of directors.

(s) Jean Labrecque

Jean Labrecque President Montreal, Quebec July 23, 2020

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SCHEDULE “A”

GLEN EAGLE RESOURCES INC.

STOCK OPTION PLAN

PART I - GENERAL

1.1 Interpretation

Definition of expressions for this plan:

• 1.1.1 "shares" means common shares of the Company;

• 1.1.2 "beneficiary" means an eligible person to whom an option has been granted;

• 1.1.3 "Board" means the board of directors of the Company;

• 1.1.4 "Expiration Date" means the last day on which an option can be exercised;

• 1.1.5 "Deadline" means the date a participant ceases to be an eligible person;

• 1.1.6 "Supplier" means a person or (who may provide services through a Company) retained to provide consulting or management services to the Company on an ongoing basis;

• 1.1.7 "Insider" means:

• 1.1.7.1 an insider as defined in the Securities Laws of the jurisdictions where the company is a reporting issuer, other than a person who has insider status by the mere fact of being a director or senior officer of a subsidiary;

• 1.1.7.2 a person who has links, as defined in the Securities Acts of jurisdictions where the company is a reporting issuer with a person who is an insider according to 1.1.7.1;

• 1.1.8 "compensation mechanism" means a system of granting options, an Employee Stock Option Plan for employees, or any other incentive or compensation mechanism involving the issuance or potential issuance of common shares, including the purchase of treasury shares when the company provides financial assistance through loan, guarantee or otherwise;

• 1.1.9 "option" means an option to purchase shares granted to an eligible person as an incentive or compensation;

• 1.1.10 "eligible person" means an employee, officer or director of the Company or its subsidiary (hereinafter the "Company"), or a supplier;

• 1.1.11 "Plan" means this stock option plan;

• 1.1.12 "investor relations" has the same meaning as Investor Relations Activities as defined in Policy 1.2 of TSX Venture Exchange;

• 1.1.13 "Company" means Glen Eagle Resources Inc.

Under this scheme, the singular includes the plural and vice versa and the masculine includes the feminine.

This Plan should be interpreted under the laws of the Province of Quebec and the laws of Canada applicable therein.

1.2 Purpose of the Plan

The rationale of this Plan is to benefit the Company:

• 1.2.1 by giving incentives to eligible persons;

• 1.2.2 encouraging the holding of Company's securities by eligible persons;

• 1.2.3 increasing the participation of all those eligible person’s interest in the success of the Company;

• 1.2.4 encouraging eligible persons to remain within the Company;

• 1.2.5 attracting new employees and officers.

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1.3 Administration

• 1.3.1 The Plan will be administered by the Board or a board committee duly appointed for that purpose, composed of at least three directors. Any reference to the Board includes reference to the committee.

• 1.3.2 Subject to the terms of the plan, the Board may:

• 1.3.2.1 grant options to purchase shares to persons eligible, employees, consultants, employees of management companies or directors.

• 1.3.2.2 determine the terms, limitations, restrictions and conditions of such awards;

• 1.3.2.3 when deemed appropriate, interpret the Plan and adopt, amend or rescind the administrative guidelines and rules of procedure;

• 1.3.2.4 take other decisions and do all necessary actions for the implementation and management of the plan, including but not limited to all actions deemed necessary to ensure that the obligations described in Section 1.8 hereof are satisfied. Administrative directives, rules, interpretations and decisions of the Board shall be final and binding on both, the Company and any other person.

1.4 Shares reserved for issuance

• 1.4.1 The maximum number of shares that may be issued under this plan option with a “Rolling” stock option plan (variable number of shares) dated April 25, 2011, is 10% of the outstanding shares of the Company at the time of allocation of stock options. The maximum number of shares that can be reserved for a beneficiary under the plan is 5% of the number of shares issued and outstanding on the grant date (on a non-diluted basis) less the total number of shares already reserved for issuance to such person under any other option to purchase treasury shares granted as incentive or compensation.

Any share which is subject to an option which for any reason whatsoever has been cancelled or ended before being lifted, will again be available under the plan.

• 1.4.2 The maximum number of shares that may be reserved for vendors or consultants are:

• 1.4.2.1 The maximum number of shares that can be reserved for each of the vendors or consultants, is 2% of the issued and outstanding (undiluted) share of the issuer at the awards, which will be vested gradually as determined at section 2.3.6.

• 1.4.2.2 The maximum number of shares that can be booked for all providers or consultants whose services are retained for purposes of investor relations, is 2% of the issued and outstanding (undiluted) shares of the issuer at the awards, which will be vested gradually as determined at section 2.3.7.

• 1.4.3 Should changes occur regarding the shares issued and outstanding shares of the Company following a payment of stock dividends, split, recapitalization, reorganization, merger, consolidation or share exchange, the Board will make necessary adjustments, subject to prior approval by the relevant stock exchanges on:

• 1.4.3.1 the number or class of shares or other securities reserved for issuance under the plan;

• 1.4.3.2 the number and class of shares on which options were not yet exercised, are already granted and the exercise price of such shares, except that no adjustment or substitution may require the Company to issue fractions of shares. If the Company is reorganized, merged with another company or consolidated, the Board will take measures deemed necessary to protect the rights of beneficiaries.

1.5 Other compensation mechanisms

Nothing prevents the Board to adopt other compensation arrangements, subject to necessary approvals.

1.6 Modification and termination of the plan

• 1.6.1 The Board may at any time amend, suspend or terminate the Plan or part of the scheme subject to relevant laws and required approvals. No amendment, modification or suspension will be able to modify an option and the rights hereunder without the consent of the holder of the option. If the plan is completed, the plan provisions and administrative directives adopted by the Board and in force at the time of the Plan, will continue to have effect for as long as the option and any related rights are in effect.

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• 1.6.2 With the consent of the beneficiaries affected, the Board may amend any existing option in any way whatsoever, if the Board upon issuance of the option had the power to do so, including changing dates exercise of options, subject to necessary approvals.

• 1.6.3 If the Board wishes to reduce the exercise price of options for a beneficiary who is an insider of the Company at the time of the proposed reduction, the Board must obtain the approval of disinterested shareholders for the reduction.

1.7 Governing Law

The Plan, the granting and exercise of options and the commitment of the Company to sell and deliver shares upon exercise of options are subject to federal laws and regulations, state and foreign laws and regulations scholarships on which the shares are traded and approval of any governmental regulatory body and which the Plan is subject to the opinion of the Board of the Company. Nothing in this Plan or the granting of an option will force the Company to issue or sell shares in contravention of such laws, rules or regulations. No shares will be issued or sold if such issuance or sale requires legislative approval of the plan or action under the securities laws of any foreign jurisdiction and any issuance or sale of shares in contravention of herein shall be null and void. In addition, the Company has no obligation to issue shares under the Plan, unless such shares have been properly recorded in the official notice of issuance on all stock exchanges where the shares are traded. Shares issued and sold to beneficiaries as a result of the exercise of options may be subject to reservations regarding the sale or resale of such securities under the relevant laws.

1.8 Date of entry into force

This “rolling” stock option plan (with a variable number of shares), dated April 25, 2011, supersedes the previous regimes. The Plan will be subject to the approval of any necessary regulatory authority as well as that of shareholders. An option granted prior to such approvals will be conditional upon obtaining such approvals and no option may be exercised without such approvals.

PART II - OPTIONS

2.1 Grants

Subject to the terms of the plan, the Board may determine the limits, restrictions and conditions additional to those of section 2.3 below, that will apply upon exercise of an option, including but not limited to the nature and duration of the restrictions, if any, imposed on the sale or other disposition of shares acquired upon exercise of options and events, if any, that may give rise and the time period during which the rights of a beneficiary of the shares acquired upon exercise of the option may be forfeited.

An eligible person may be granted stock options to more than one occasion and can accommodate more than one option at a time.

The Company declares that grants options to eligible persons is carried out to employees, officers, directors or legitimate suppliers.

2.2 Price of options

The Board shall establish the exercise price of options granted to each option, in any circumstance, can not be less than:

• 2.2.1 The closing share price the day preceding the grant on the stock exchanges where they are traded or offexchange (if they are traded on any exchange), or

• 2.2.2 If there were no transactions, the average of the closing bid and closing price seller the day before the grant. The exercise price of options will be subject to adjustments under Article 1.4.2 above.

2.3 Exercise of Options

• 2.3.1 The options granted may not be exercised more than five (5) years (expiration date) from the date of grant or for such shorter period required by the rules set under the Plan;

• 2.3.2 The beneficiary may not transfer his options, except by bequest or inheritance and the options can be exercised by the beneficiary's lifetime or by his legal representatives after his death;

• 2.3.3 It is established that:

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• 2.3.3.1 If a beneficiary ceases to be eligible for any reason whatsoever except his death, each option held by the beneficiary will not possibly be lifted after the earlier of: the expiration date or 12 months after the date he ceases to be eligible. Any fraction of option, which is not waived at the deadline by the beneficiary, will possibly be waived under any circumstances whatsoever. More specifically and only for purposes of clarification, these apply either if the beneficiary is released with or without motives and without consideration of the fact that the beneficiary has or not received any compensation from the Company or whether or has been entitled to a notice period of departure that would have enabled him to acquire a larger portion of the option;

• 2.3.3.2 If a beneficiary dies, the heirs and administrators of the option holder can exercise the options granted and vested, each option held by the beneficiary at the time of his death can not be lifted after the earlier of: expiration date, or one (1) year after the date of death of the holder of the options.

• 2.3.4 The exercise price of the shares acquired under an option will be paid in full by cash, bank draft or certified check on the exercise and on receipt of full payment, but subject to the terms of the plan, lifted shares will be issued as fully paid and non-assessable.

• 2.3.5 Subject to the terms of the plan, one option may be exercised from time to time by sending the Company's head office a written notice of exercise addressed to the secretary-treasurer of the Company indicating the number of shares exercised under the option with the full payment of the purchase price of such shares. Certificates for acquired shares will be issued and delivered to the beneficiary within a reasonable time after receiving the advice and payment.

• 2.3.6 The Board of Directors, by resolution, determines the amortization period during which the options granted will be acquired by a beneficiary; the options may well be acquired at one hundred percent (100%) when the options are granted, or over eighteen (18) months following the granting of options to a beneficiary, at the discretion of the board of directors (reflected by resolution or minutes). For an amortization period of eighteen (18) months, the options granted are likely to be exercised as follows:

• (I) 10% in grants

• (II) 25% after three months;

• (III) 40% after six (6) months;

• (IV) 55% after nine (9) months;

• (V) 70% after twelve (12) months;

• (VI) 85% after fifteen (15) months;

• (VII) 100% after eighteen (18) months.

• 2.3.7 At the discretion of the Board, the amortization period for granting options to any person whose services are retained for purposes of investor relations, will be at least twelve (12) months. For a period of twelve (12) months following the granting of options to such a beneficiary, a maximum of 25% per quarter may be lifted and therefore the options granted can only be waived as follows:

• (I) 25% after three (3) months;

• (II) 50% after six (6) months;

• (III) 75% after nine (9) months;

• (IV) 100% after twelve (12) months.

• 2.3.8 Notwithstanding the terms of the plan or a particular option, the obligation of the Company to issue shares upon exercise of an option is subject to the completion of the following:

• 2.3.8.1 Complete the registration or take any other action to obtain qualification approval of governmental or regulatory authorities that the Board of the Company deems necessary or advisable in respect of the authorization of the issuance or sale of such shares;

• 2.3.8.2 The registration of shares on stock exchanges where shares are then listed;

• 2.3.8.3 The receipt from the beneficiary of such representations, understandings and commitments, including those related to future transactions in equities, as counsel for the Company deems necessary or advisable to prevent infringements of the laws in any jurisdiction whatsoever.

• In this context, the Company will ask all the necessary actions and approvals necessary to obtain, registrations and consents necessary for the issuance of shares in accordance with the laws in force and registration of shares reserved for issuance on any stock exchange where shares are then registrants.

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PART III - MISCELLANEOUS

• 3.1 The option holder will not have the rights of a shareholder of the Company in respect of the shares subject to such option until it has exercised its option under the terms of this Plan (including the full payment for shares exercised).

• 3.2 Nothing in this Plan or in an option will give a beneficiary the right to continue to be employed by the Company or affect in any way the right of Company to terminate his employment at any time and nothing in this plan or any other option may mean or be construed as an agreement or as an intention of the Company to extend the employment of a beneficiary beyond the date when he would normally retire under present or existing pension plan or future of the Company or beyond the time when he would be retired under a contract with the Company.

Montreal, Quebec, April 25, 2011

(s) Jean Labrecque Jean Labrecque President

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SCHEDULE “B”

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

The Audit Committee (the “Committee”) is a committee of the board of directors. The primary function of the Committee is to assist the board of directors in fulfilling its financial reporting and controls responsibilities to the shareholders of the Company and the investment community. The external auditors will report directly to the Committee. The Committee's primary duties and responsibilities are:

• overseeing the integrity of the Company's financial statements and reviewing the financial reports and other financial information provided by the Company to any governmental body or the public and other relevant documents;

• recommending the appointment and reviewing and appraising the audit efforts of the Company's external auditors, overseeing the external auditors' qualifications and independence and providing an open avenue of communication among the external auditors, financial and senior management and the board of directors;

• monitoring the Company's financial reporting process and internal controls, its management of business and financial risk, and its compliance with legal, ethical and regulatory requirements.

II. COMPOSITION

The Committee shall consist of a minimum of three directors of the Company the majority of whom shall not be officers or “control persons”, as such term is defined hereunder, of the Company. All members shall, to the satisfaction of the board of directors, be "financially literate" as such term is defined hereunder.

The members of the Committee shall be appointed by the board of directors. The board of directors may remove a member of the Committee at any time in its sole discretion by resolution of the Board.

III. DUTIES AND RESPONSIBILITIES

1. The Committee shall review and recommend to the Board for approval:

2. (a) The Company's financial statements (annual and quarterly), MD&A and earnings releases to be filed with regulatory bodies such as securities commissions prior to filing or prior to the release of earnings.

3. (b) Documents referencing, containing or incorporating by reference the annual audited consolidated financial statements or interim financial results (e.g., prospectuses, press releases with financial results) prior to their release.

4. The Committee, in fulfilling its mandate, will:

5. (a) Make sure that adequate internal controls and procedures are in place to allow the Chief Executive Officer and the Chief Financial Officer to certify financial statements and other disclosure documents as required under securities laws.

6. (b) Recommend to the board of directors the selection of the external auditor, consider the independence and effectiveness and approve the fees and other compensation to be paid to the external auditor.

7. (c) Monitor the relationship between management and the external auditor including reviewing any management letters or other reports of the external auditor, and discussing and resolving any material differences of opinion or disagreements between management and the external auditor.

8. (d) Periodically consult with the external auditor out of the presence of management about significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the financial statements.

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10. (e) Obtain and review annually a report prepared by the external auditors summarizing the auditors' internal quality-control procedures and processes.

11. (f) Review the scope of the external audit, including the fees involved.

12. (g) Review the report of the external auditor on the annual audited financial statements.

13. (h) Review the problems identified during audit, and, if any, the limits and restrictions imposed by management and any significant accounting matter for which management sought a second opinion.

14. (i) Review and approve requests for any management consulting engagement to be performed by the external auditor and be advised of any other study undertaken at the request of management that is beyond the scope of the audit engagement letter and related fees.

15. (j) Review with management, the external auditors and legal counsel, any litigation, claims or other contingency, including tax assessments, which could have a material affect upon the financial position or operating results of the Company, and whether these matters have been appropriately disclosed in the financial statements.

16. (k) Review with management their approach with respect to business ethics and corporate conduct.

17. (l) Review periodically legal and regulatory requirements that, if breached, could have a significant impact on the Company's published financial reports or reputation. Inquire on the extent of compliance with security policies.

18. (m) Review with management the accuracy and timeliness of filings with regulatory authorities.

19. (n) Review annually general insurance coverage of the Company to ensure adequate protection of major corporate assets including but not limited to D&O coverage.

20. Annually, the Committee will review its Charter and, where appropriate, recommend changes to the board of directors.

IV. MEETINGS

1. The Committee shall meet no less than two times per year. At least annually, the Committee shall meet separately with management and with the external auditors.

2. The external auditors of the Company will receive notice of every meeting of the Committee. The external auditors may also call a meeting of the Committee.

3. The Board shall be kept informed of the Committee's activities by copies of minutes, at the next board meeting following each Committee meeting or by a verbal report

V. QUORUM

Quorum for the transaction of business at any meeting of the Audit Committee shall be a majority of the number of members of the Committee.

VI. DEFINITIONS

In accordance with Multilateral Instrument 52-110 – Audit Committees,

“ Financially literate ” means “that the director has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.”

“ Control Person ” means “any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of the Company so as to affect materially the control of the Company, or that holds more than 20% of the outstanding voting shares of the Company except where there is evidence showing that the holder of those securities does not materially affect the control of the Company.”

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