Gold Finder Resources Ltd. - Proxy Solicitation & Information Statement 2020

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INFORMATION CIRCULAR

(Containing information as at October 8, 2020)

SOLICITATION OF PROXIES

THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF GOLDON RESOURCES LTD. (THE “COMPANY”) FOR USE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY (AND ANY ADJOURNMENT THEREOF) (THE “MEETING”) TO BE HELD ON THURSDAY, NOVEMBER 12, 2020 AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone or e-mail by the regular employees of the Company at nominal cost. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company pursuant to the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . All costs of solicitation by management will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the Directors of the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The individuals named in the accompanying form of proxy are the President and Secretary, respectively, of the Company and have been designated by the directors of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT THE SHAREHOLDER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A PROXY WILL NOT BE VALID UNLESS THE COMPLETED FORM OF PROXY IS RECEIVED BY THE COMPANY’S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., PROXY DEPARTMENT, 100 UNIVERSITY AVENUE, 9[TH] FLOOR, TORONTO, ONTARIO, M5J 2Y1, OR BY FAX WITHIN NORTH AMERICA TO (866) 249-7775, AND OUTSIDE NORTH AMERICA TO (416) 263-9524, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME FOR HOLDING THE MEETING OR ANY ADJOURNMENT THEREOF.

Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman’s discretion, but the Chairman is under no obligation to accept late proxies.

A Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by his attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A proxy may also be revoked by a registered Shareholder personally attending at the Meeting and voting their shares. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. ONLY REGISTERED SHAREHOLDERS HAVE THE RIGHT TO REVOKE A PROXY. NON-REGISTERED SHAREHOLDERS WHO WISH TO CHANGE THEIR VOTE MUST, AT LEAST SEVEN DAYS BEFORE THE MEETING, ARRANGE FOR THEIR RESPECTIVE NOMINEES TO REVOKE THE PROXY ON THEIR BEHALF.

VOTING OF PROXIES

The shares represented by proxies will, on any poll where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made. SUCH SHARES WILL ON A POLL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. If amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

ADVICE TO NON-REGISTERED OR BENEFICIAL HOLDERS

THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY SHAREHOLDERS, AS A SUBSTANTIAL NUMBER OF SHAREHOLDERS DO NOT HOLD THEIR SHARES IN THEIR OWN NAME. Shareholders who do not hold their shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of shares can be recognized and acted upon at the Meeting. If the shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those shares will not be registered in the Beneficial Shareholder's own name on the records of the Company. Such shares will more likely be registered in the name of the Beneficial Shareholder's broker or an agent of that broker. In Canada, the vast majority of shares are registered in the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients. THEREFORE, EACH BENEFICIAL SHAREHOLDER SHOULD ENSURE THAT VOTING INSTRUCTIONS ARE COMMUNICATED TO THE APPROPRIATE PERSON WELL IN ADVANCE OF THE MEETING.

Applicable regulatory policy requires brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders to ensure that their shares are voted at the Meeting. In certain cases, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the Proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder (that is, the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. Most Canadian brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”), as their agent. Broadridge typically prepares a machine-readable voting instruction form, mails that form to the Beneficial Shareholders and asks Beneficial Shareholders to return the instruction forms to Broadridge. Alternatively, Beneficial Shareholders can either call Broadridge’s toll-free telephone number to vote their shares or access Broadridge’s dedicated voting website at www.proxyvotecanada.com to deliver their voting instructions. Broadridge then tabulates the results of all instructions received and provides instructions respecting the voting of shares to be represented at the Meeting. A BENEFICIAL SHAREHOLDER RECEIVING A VOTING INSTRUCTION FORM FROM BROADRIDGE CANNOT USE THAT FORM TO VOTE SHARES DIRECTLY AT THE MEETING. VOTING INSTRUCTIONS MUST BE PROVIDED TO BROADRIDGE (IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE BROADRIDGE FORM) WELL IN ADVANCE OF THE MEETING TO HAVE THE SHARES VOTED. IF YOU HAVE ANY QUESTIONS RESPECTING THE VOTING OF SHARES HELD THROUGH A BROKER OR OTHER INTERMEDIARY, PLEASE CONTACT THAT BROKER OR OTHER INTERMEDIARY FOR ASSISTANCE.

Beneficial Shareholders fall into two categories – those who object to their identity being made known to the issuers of securities which they own (“Objecting Beneficial Owners” or “OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“Non-Objecting Beneficial Owners” or “NOBOs”). Subject to the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agent. Pursuant to NI 54101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs.

These proxy-related materials are being sent to both registered and non-registered owners of the securities by ordinary mail. The Company is not relying on the notice-and-access provisions of NI 54-101. If you are a non-registered owner and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you, and (ii) executing your proper voting instructions as specified in the request for voting instructions.

The Company’s decision to deliver proxy-related materials directly to its NOBOs will result in all NOBOs receiving a scannable Voting Instruction Form (“VIF”) from the Company’s registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”). Please complete and return the VIF to Computershare in the envelope provided. In addition, instructions in respect of the procedure for telephone and internet voting can be found in the VIF. Computershare will tabulate the results of the VIFs received from the Company's NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs received by Computershare. For purposes of the Meeting, NOBOs will be otherwise treated the same as registered owners.

The Company's OBOs can expect to receive their materials related to the Meeting from Broadridge or their brokers or their broker's agents as set out above. If a reporting issuer does not intend to pay for an intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their intermediary assumes the cost of delivery. The Company does not intend to pay for intermediaries to deliver the proxyrelated materials to the Company’s OBOs.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting shares registered in the name of his or her broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the shares in that capacity by following the procedure described below. BENEFICIAL SHAREHOLDERS WHO WISH TO ATTEND THE MEETING AND INDIRECTLY VOTE THEIR SHARES AS PROXYHOLDER FOR THE REGISTERED SHAREHOLDER SHOULD ENTER THEIR OWN NAMES IN THE BLANK SPACE ON THE FORM OF PROXY PROVIDED TO THEM AND RETURN THE SAME TO THEIR BROKER (OR THE BROKER’S AGENT) IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BY SUCH BROKER.

All references to Shareholders in this Information Circular, the accompanying Proxy and the Notice are to registered Shareholders unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Authorized capital: Unlimited common shares without par value Issued and outstanding: 18,533,432 common shares without par value

Only Shareholders of record at the close of business on October 8, 2020 (the “Record Date”) who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provision described above shall be entitled to vote or to have their shares voted at the Meeting. The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

On a show of hands, every Shareholder present in person at the Meeting and entitled to vote, and every proxyholder duly appointed by a holder of a share who would have been entitled to vote shall have one vote. On a poll, every Shareholder present in person at the Meeting or represented by proxy shall have one vote for each share of which such Shareholder is the registered holder.

To the knowledge of the directors and executive officers of the Company, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company.

ELECTION OF DIRECTORS

The Board of Directors presently consists of four directors and it is intended to determine the number of directors at four and to elect four directors for the ensuing year.

The term of office of each of the present directors expires at the Annual General Meeting. The persons named below will be presented for election at the Meeting as management's nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or with the provisions of the Business Corporations Act (British Columbia).

In the following table and notes thereto is stated the name of each person proposed to be nominated by management for election as a director, the province and country in which they are ordinarily resident, all offices of the Company now held by them, their principal occupation, the period of time for which they have been a director of the Company, and the number of common shares of the Company beneficially owned by them, directly or indirectly, or over which they exercise control or direction, as at the date hereof.

	Principal Occupation and, if Not at Present an	Previous
Name, Position and	Elected Director, Occupation During the Past	Service as a	Number of
Place of Residence1	5 Years1	Director	Shares2,3
ROMANIK, Michael	President, Chief Executive Officer and	Since April	1,699,320
President, Chief	Director of GoldON Resources Ltd.	30, 2008
Executive Officer and
Director
Manitoba, Canada
SMULDERS, Jeff	Chartered Professional Accountant	Since June	340,000
Chief Financial Officer		26, 2007
and Director4
British Columbia,
Canada
DARCEL, James	Independent financial analyst and consultant	Since	-
Director4		December 17,
Manitoba, Canada		2007
DOUTAZ, Brian	President of Anina International Capital Corp.,	Since, March	330,000
Director4	a private British Columbia company, since	9, 2016
British Columbia,	1980.
Canada

(1) The information as to place of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.
(2) The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually.
(3) Includes shares beneficially owned or controlled or directed, directly or indirectly, by the director.
(4) Denotes member of the Audit Committee.

To the knowledge of the Company, no director or proposed director of the Company is or has been, within the previous 10 years, a director, chief executive officer, chief financial officer or other executive officer of any company that:

a) was subject to a cease trade order or similar order that was issued while acting in such capacity or that was subject to an order that was issued after ceasing to act in such capacity and which resulted from an event that occurred while acting in such capacity; or
b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets while acting in such capacity or within a year of ceasing to act in such capacity.

To the knowledge of the Company, no director or proposed director of the Company has, within the previous 10 years, 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 his assets.

To the knowledge of the Company, no director or proposed director of the Company 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 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.

EXECUTIVE COMPENSATION

“Named Executive Officers” means: the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, regardless of the amount of compensation of that individual; the Company's most highly compensated executive officer, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and each individual who would be a Named Executive Officer 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 that financial year.

The Company had two Named Executive Officers – its Chief Executive Officer and Chief Financial Officer – at the end of the most recently completed financial year. The Company’s Named Executive Officers are compensated by way of fees paid to the Named Executive Officers or to private companies controlled by the Named Executive Officers, and by way of incentive stock options from time to time.

Director and Named Executive Officer Compensation

The following table summarizes the compensation (excluding compensation securities) paid to, awarded to or earned by the Named Executive Officers and any director who is not a Named Executive Officer for each of the Company’s two most recently completed financial years:

Compensation Excluding Compensation Securities

		Salary,
		Consulting Fee,				Value of
		Retainer or		Committee or	Value of	all Other	Total
		Commission	Bonus	Meeting Fees	Perquisites	Compensation	Compensation
Nameand Position	Year1	($)	($)	($)	($)	($)	($)
Michael Romanik	2020	48,0003	-	-	-	-	48,000
CEO and Director2	2019	48,0003	-	-	-	-	48,000
Jeff Smulders	2020	9,000	-	-	-	-	9,000
CFO and Director2	2019	9,000	-	-	-	-	9,000

(1) Financial years ended June 30.

(2) No compensation was paid to the Named Executive Officer in respect of his position as a director.

(3) Includes amounts paid to Anacott Capital Corporation, a private corporation controlled by Michael Romanik.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and Named Executive Officer by the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company:

Compensation Securities

		Number of
		compensation			Closing price	Closing price
		securities, number			of security or	of security or
		of underlying		Issue,	underlying	underlying
	Type of	securities, and		conversion or	security on	security at
	Compensation	percentage of	Date of issue	exercise price	date of grant	year end
Name and Position	Security	class	or grant	($)	($)	($)	Expiry Date
Michael Romanik1	Options	175,000	November 24,	0.60	0.51	0.63	November 24,
CEO and Director		175,000	2019				2024
		14.9%
Jeff Smulders2	Options	175,000	November 24,	0.60	0.51	0.63	November 24,
CFO and Director		175,000	2019				2024
		14.9%
James Darcel3	Options	175,000	November 24,	0.60	0.51	0.63	November 24,
Director		175,000	2019				2024
		14.9%
Brian Doutaz4	Options	175,000	November 24,	0.60	0.51	0.63	November 24,
Director		175,000	2019				2024
		14.9%

(1) On June 30, 2020, Michael Romanik held options to purchase up to a total of 400,000 shares of the Company. (2) On June 30, 2020, Jeff Smulders held options to purchase up to a total of 175,000 shares of the Company. (3) On June 30, 2020, James Darcel held options to purchase up to a total of 385,000 shares of the Company. (4) On June 30, 2020, Brian Doutaz held options to purchase up to a total of 300,000 shares of the Company.

The following table discloses each exercise by each director and Named Executive Officer of compensation securities during the most recently completed financial year:

Exercise of Compensation Securities by Directors and Named Executive Officers

						Difference
						between
						exercise price
		Number of	Exercise		Closing price	and closing	Total value
	Type of	underlying	price per		per security on	price on date	on exercise
	Compensation	securities	security		date of exercise	of exercise	date
Name and Position	Security	exercised	($)	Date of exercise	($)	($)	($)
Michael Romanik	Options	-	-	-	-	-	-
CEO and Director
Jeff Smulders	Options	81,150	0.20	January 30, 2020	0.92	0.72	58,428
CFO and Director
James Darcel	Options	40,000	0.15	July 10, 2019	0.60	0.45	18,000
Director
Brian Doutaz	Options	125,000	0.15	January 29, 2020	0.93	0.78	97,500
Director

Stock Option Plans and Other Incentive Plans

The Company adopted, and its Shareholders approved on November 5, 2019, a “rolling” stock option plan (the “2020 Plan”) whereby up to a maximum of 10% of the outstanding shares of the Company as of the date of grant are reserved for the grant and issuance of incentive stock options. Under the 2020 Plan, the exercise price of an option may not be set at less than the minimum price permitted by the TSX Venture Exchange, and the options may be exercisable for a period of up to 10 years. The aggregate number of options granted to any one individual during any twelve-month period may not exceed 5% of the issued shares of the Company, or 2% in the case of consultants and investor relations representatives.

The Shareholders will be asked to pass an ordinary resolution to approve the 2021 Plan (see Particulars of Matters to be Acted Upon ).

Employment, Consulting and Management Agreements and Oversight

The compensation of Named Executive Officers and directors is determined by the Board of Directors, with directors having a direct or indirect interest abstaining from the decision. Such compensation is not tied to performance criteria.

The Company provided no compensation to the directors in their capacity as directors for the Company’s most recently completed financial year. Given the Company’s size and its stage of development, it has chosen to compensate its directors primarily with stock options rather than with director fees. The Company uses incentive stock option grants to attract, motivate and retain its executive officers and directors, and to align their interests with the long-term interests of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of the end of the Company’s most recently completed financial year, the Company had the following compensation plans under which equity securities of the Company are authorized for issuance:

		Weighted-
		Average Exercise	Number of Securities
	Number of Securities	Price of	Remaining Available for
	to be Issued Upon	Outstanding	Future Issuance Under
	Exercise of	Options,	Equity Compensation Plans
	Outstanding Options,	Warrants and	(Excluding Securities
	Warrants and Rights	Rights	Reflected in Column (a)
Plan Category	(a)	(b)	(c)
Equity compensation plans
approved by the Shareholders	2,630,000	$0.41	578,343
Equity compensation plans not
approved bythe Shareholders	-	-	-
Total	2,630,000	$0.41	578,343

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No present or former director, executive officer or employee of the Company is as of the date hereof indebted directly or indirectly to the Company, other than routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular and other than transactions carried out in the ordinary course of business of the Company or any of its subsidiaries, none of the directors, executive officers, proposed directors of the Company or informed persons of the Company, nor any associate or affiliate of any of the foregoing persons had, since the commencement of the Company's most recently completed financial year, any material interest, direct or indirect, in any transactions or proposed transactions which materially affected or would materially affect the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

APPOINTMENT OF AUDITOR

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the appointment of Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Company and to authorize the directors to fix their remuneration. Crowe MacKay LLP was first appointed auditor of the Company on October 10, 2006.

MANAGEMENT CONTRACTS

Management functions of the Company are performed by the directors and executive officers of the Company, or private companies controlled by such directors or executive officers, and are not to any substantial degree performed by any other person or corporation.

AUDIT COMMITTEE

Audit Committee’s Charter

The Company’s Audit Committee mandate and responsibilities are set out in the Committee’s charter, which is available from www.sedar.com or, upon written request, the Company will provide a copy of such document free of charge to a Shareholder of the Company. The text of such charter is incorporated herein by reference.

Composition of the Audit Committee

As of the date hereof, the following are the members of the Audit Committee:

Name	Relationship with the Company1	Financial Experience2
Jeff Smulders	Not Independent	Financially Literate
James Darcel	Independent	Financially Literate
Brian Doutaz	Independent	Financially Literate

(1) A member of the Audit Committee is generally considered independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of a member’s independent judgment.
(2) An individual is generally considered financially literate if that person 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.

Relevant Education and Experience

The members of the Audit Committee each have several years of experience as businesspeople, audit committee members, directors or officers of public companies and have a working knowledge of the requirements of financial and corporate reporting.

Audit Committee Oversight

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

Preapproval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s auditor and approve, in advance, provision of services other than auditing and to consider the independence of the external auditor, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is

necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought appropriate, approval in writing.

Audit Fees

The aggregate fees billed by the Company’s external auditor in respect of each of the last two financial years for audit, audit-related, tax and other fees are as follows:

Financial Year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
June 30, 2020	$16,320 (est.)	Nil	$1,530 (est.)	Nil
June 30, 2019	$15,300	Nil	$765	Nil

Exemption

The Company is relying upon the exemption in section 6.1 of National Instrument 52-110 with respect to the composition of the Audit Committee and its reporting obligations.

CORPORATE GOVERNANCE

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 which could, in the view of the Company’s Board of Directors, be reasonably expected to interfere with the exercise of a member’s independent judgment.

Michael Romanik and Jeff Smulders are considered to have material relationships with the Company – and are therefore not independent – because they are executive officers of the Company.

Brian Doutaz and James Darcel are considered to be independent.

Directorships

Two of the Company’s directors are also directors of the following other reporting issuer:

Director	Other ReportingIssuers
Michael Romanik	Silver Dollar Resources Inc.
Jeff Smulders	Silver Dollar Resources Inc.

Orientation and Continuing Education

Based on their previous experience, new Directors are oriented to the Company’s business and industry and the responsibilities of directors by management or the Company’s Board of Directors. The Company provides continuing education for its Directors as the need arises.

Ethical Business Conduct

The Company’s Directors must comply with the standards of conduct and fiduciary responsibilities in the Business Corporations Act (British Columbia), the Securities Act (British Columbia), the Securities Act (Alberta), the policies of the TSX Venture Exchange and common law.

Nomination of Directors

The Board of Directors considers the Company’s size when it considers the number of directors to recommend to its Shareholders for election at its annual general meeting, taking into account the number required to carry out the Board’s duties effectively and efficiently. The Board does not have a nominating committee; these functions are performed by the Board as a whole.

Compensation

The Company’s Directors are typically not compensated for serving as directors, save for being granted stock options from time to time pursuant to the Company’s stock option plan. The Board as a whole determines the compensation for the Chief Executive Officer and Chief Financial Officer based on the compensation arrangements of comparable companies.

Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The board does not, at present, have a formal process for assessing its effectiveness, its committee or its individual directors.

PARTICULARS OF MATTERS TO BE ACTED UPON

Stock Option Plan

Pursuant to TSX Venture Exchange (the “Exchange”) policy, all Exchange-listed companies are required to adopt a stock option plan prior to granting incentive stock options. The Board of Directors of the Company has established such a plan (the “2021 Plan”). The purpose of the 2021 Plan is to attract and motivate directors, officers, employees, consultants and others providing services to the Company, and thereby advance the Company’s interests by affording such persons with an opportunity to acquire an equity interest in the Company through the issuance of stock options. The Company is currently listed on Tier 2 of the Exchange and has adopted 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.

The Exchange’s policy and the terms of the 2021 Plan authorize the Board of Directors to grant stock options to optionees generally on the following terms:

The aggregate number of shares which may be issued pursuant to options granted under the 2021 Plan, unless otherwise approved by shareholders, may not exceed that number which is equal to 10% of the shares of the Company issued and outstanding at the time of the grant.
The number of shares subject to each option will be determined by the Board of Directors, provided that the aggregate number of shares reserved for issuance pursuant to options granted to:
(a) insiders during any 12-month period may not exceed 10% of the issued shares of the Company unless the 2021 Plan is approved by a majority of the votes cast by “disinterested shareholders” (as defined below) at the meeting;
(b) any one individual during any 12-month period may not exceed 5% of the issued shares of the Company unless disinterested shareholder approval has been obtained;
(c) any one consultant during any 12-month period may not exceed 2% of the issued shares of the Company; and
(d) any one person employed to provide investor relations activities during any 12-month period may not exceed 2% of the issued shares of the Company

in each case calculated as at the date of grant of the option, including all other shares under option to such person at that time.

The exercise price of an option may not be set at less than the minimum price permitted by the Exchange.
Options may be exercisable for a period of up to 10 years from the date of grant.

The options are non-assignable and non-transferable.
On the occurrence of a takeover bid, issuer bid or going-private transaction, the Board of Directors will have the right to accelerate the date on which any option becomes exercisable.

A copy of the 2021 Plan will be mailed to any Shareholder requesting the Plan.

The 2021 Plan is subject to Exchange acceptance and Shareholder approval. Thereafter, notice of options granted under the 2021 Plan must be given to the Exchange. Any amendments to the 2021 Plan must also be approved by the Exchange and, if necessary, by the “disinterested shareholders” of the Company prior to becoming effective.

“Disinterested shareholders” are holders of outstanding common shares of the Company entitled to vote and represented in person or by proxy, excluding votes attaching to outstanding common shares beneficially owned by insiders of the Company and their associates to whom shares may be issued pursuant to the 2021 Plan.

Shareholders will be asked to pass an ordinary resolution, in substantially the following form (subject to such changes as may be required by counsel or regulatory authorities) to approve the 2021 Plan:

“RESOLVED as an ordinary resolution that, subject to regulatory acceptance, the Company’s 2021 Plan as described in the Company’s Information Circular reserving up to a maximum of 10% of the number of currently outstanding shares of the Company for the grant of stock options to directors, officers, employees, consultants and others providing services to the Company be and is hereby approved.”

In the event such Shareholder approval is not obtained, then the threshold for the number of shares reserved under the plan for stock option grants will be the number approved by the shareholders at the last Annual General Meeting. Any outstanding stock options will not be affected.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company’s website at www.goldonresources.com. Shareholders may also contact the Company to request copies of its comparative annual financial statements and Management’s Discussion and Analysis, which contain financial information for the Company’s most recently completed financial year.

ANY OTHER MATTERS

Management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

DATED at Victoria, British Columbia, this 8th day of October, 2020

BY ORDER OF THE BOARD OF DIRECTORS

Signed “Michael Romanik” Michael Romanik, President and CEO