ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

To be held on Tuesday, March 23, 2021

Dated: February 9 th, 2021

GOLD MOUNTAIN MINING CORP.

1080 – 789 West Pender Street Vancouver, BC V6C 1H2 Telephone: (604) 428-7050

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of Gold Mountain Mining Corp. (the "Corporation") will be held at the head offices of the Corporation, Suite 1000 – 1285 West Pender Street, Vancouver, BC, on March, 23, 2021, at the hour of 8:00 a.m. (Vancouver time). At the Meeting, you will be asked to consider and vote on the following resolutions:

1. to receive the audited financial statements of the Corporation for the period from incorporation to January 31, 2020, and the accompanying report of the auditors;
1. to appoint PricewaterhouseCoopers LLP, as the auditors of the Corporation for the fiscal year ending January 31, 2021 and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditors;
1. to set the number of directors of the Corporation for the ensuing year at Six (6);
1. to elect directors for the ensuing year;
1. to consider and, if deemed appropriate, with or without variation, a resolution by the disinterested shareholders (shareholders without an interest in this resolution) approving the equity incentive plan as more fully described in the Information Circular (the "Equity Incentive Plan");
1. To consider, and if deemed appropriate, with or without variation, a resolution by disinterested Shareholders (shareholders without an interest in this resolution), ratifying and approving certain grants of stock options and restricted share units issued pursuant to the Equity Incentive Plan;
1. To consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders (shareholders without an interest in this resolution) providing for the issuance of 230,000 Shares (the "Bonus Shares") to management of the Corporation as a bonus at a deemed price per Bonus Share equal to the market price of the Shares on the date of issuance of the Bonus Shares;
1. To consider and, if deemed appropriate, to pass a special resolution, to approve and authorize an alteration to the Corporation's Articles to include advanced notice provisions as more particularly described in the Information Circular; and
1. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying management information circular (the "Information Circular") provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of Meeting (the "Notice of Meeting").

The board of directors of the Corporation has fixed February 9, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

In light of the recent COVID-19 pandemic outbreak and in order to protect the health and safety of shareholders and the broader community, we strongly encourage you to vote by proxy in advance of the Meeting and note that it is not advisable to hold the Meeting in person. Should the circumstances change, we will announce alternative arrangements for the Meeting by press release as promptly as practicable. Shareholders will also be able to attend the meeting

virtually by way of telephone conference call by first dialing in 1-778-907-2071. Meeting ID is 863 5931 2562 and Passcode is 328280.

If you are a registered holder of common shares of the Corporation and are unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Corporation and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing, that holds your securities on your behalf (an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DISCLAIMER

ANY PERSON WHO ATTENDS THE MEETING IN PERSON DOES SO AT HIS OR HER OWN RISK AND BY ATTENDING THE MEETING IN PERSON, SUCH PERSON ACKNOWLEDGES AND AGREES THAT THE CORPORATION AND THE DIRECTORS, OFFICERS AND AGENTS THEREOF ARE NOT LIABLE TO THE PERSON FOR ANY ILLNESSES OR OTHER ADVERSE REACTIONS THAT MAY RESULT FROM SUCH PERSON'S ATTENDANCE AT THE MEETING. ANY PERSON WHO ATTEMPTS TO ENTER THE MEETING BUT IS DENIED ENTRY ACKNOWLEDGES AND AGREES THAT HE, SHE OR IT SHALL HAVE NO CLAIM AGAINST THE CORPORATION OR ITS, DIRECTORS OFFICERS OR AGENTS FOR SUCH DENIAL OF ENTRY INTO THE MEETING.

The situation with COVID-19 continues to evolve as we prepare this document. It is possible that there may be new restrictions or other regulatory actions prior to the Meeting that may impact the procedures or arrangements for the Meeting. If any such developments cause a change in the Meeting arrangements described in this document, the Corporation will advise shareholders by issuing a press release and posting the details on its website.

DATED at Vancouver, British Columbia, this 9 th day of February, 2021.

By Order of the Board of Directors of

GOLD MOUNTAIN MINING CORP.

"Kevin Smith" Kevin Smith Chief Executive Officer and Director

GOLD MOUNTAIN MINING CORP.

1080 – 789 West Pender Street Vancouver, BC V6C 1H2 Telephone: (604) 428-7050

INFORMATION CIRCULAR February 9th, 2020

INTRODUCTION

This information circular (the "Information Circular") accompanies the notice of annual general and special meeting of shareholders (the "Notice") of Gold Mountain Mining Corp. the "Corporation") and is furnished to shareholders (each, a "Shareholder") holding common shares (each, a "Share") in the capital of the Corporation in connection with the solicitation by the management of the Corporation of proxies to be voted at the annual general meeting (the "Meeting") of the Shareholders to be held at the head offices of the Corporation, Suite 1000 – 1285 West Pender Street, Vancouver, BC, on March 23, 2021, at the hour of 8:00 a.m. (Vancouver time), or at any adjournment or postponement thereof. All references to shareholders in this Information Circular are to registered Shareholders unless specifically stated otherwise.

Date and Currency

The date of this Information Circular is February 9th, 2021. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies will primarily be made by sending proxy materials to Shareholders by mail, and in relation to the delivery of this Circular, by filing it under the Corporation's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com pursuant to Notice and Access (as defined below). See "Notice and Access" below for further information. The solicitation of proxies by management of the Corporation will be conducted by mail and may be supplemented by telephone or other personal contact and such solicitation will be made without special compensation granted to the directors, officers and employees of the Corporation. The Corporation does not reimburse shareholders, nominees or agents for costs incurred in obtaining, from their principals, authorization to execute forms of proxy, except that the Corporation has requested brokers and nominees who hold stock in their respective names to furnish this Information Circular and proxy materials to their customers, and the Corporation will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Corporation. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. Each Shareholder is entitled to one vote for each Share that such Shareholder holds on February 9th, 2021 (the "Record Date") on the resolutions to be voted upon at the Meeting, and any other matter to properly come before the Meeting.

The persons named as proxyholders in the enclosed form of proxy (the "Designated Persons") are directors and/or officers of the Corporation.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

The Shareholder may vote by mail, by telephone or via the Internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. The Chairman of the Meeting, in his sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder's attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

The Corporation has sent the N&A Notice (as defined below) and a form of proxy or voting instruction form, as applicable (the "Notice Package"), to all Shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. The Corporation will not directly send the Notice Package to Beneficial Shareholders (as defined below). Instead, the Corporation will pay clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the "Intermediaries") for the distribution to Beneficial Shareholders whose Shares are held by or in the custody of such Intermediaries. Such Intermediaries are required to forward the Notice Package to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive it. The Corporation is sending the Notice Package directly to non-objecting Beneficial Shareholders, through the services of its transfer agent and registrar, Endeavour Trust Corporation. The solicitation of proxies from Beneficial Shareholders will be carried out by the Intermediaries or by the Corporation if the names and addresses of the Beneficial Shareholders are provided by Intermediaries. The Corporation will pay the permitted fees and costs of Intermediaries incurred in connection with the distribution of the Notice Package.

Revocation of Proxies

Each Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder's attorney-in-fact, authorized in writing, or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Corporation at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

A proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Corporation is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

Notice and Access

The Corporation is using the notice-and-access model ("Notice and Access") provided under National Instrument 54- 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") in the case of Beneficial Shareholders and National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") in the case of registered Shareholders for the delivery of the Notice, this Circular and the form of proxy (collectively, the "Meeting Materials").

Under Notice and Access, instead of receiving printed copies of the Meeting Materials, Shareholders receive a Notice and Access notification (the "N&A Notice") containing details regarding the date, time, location and purpose of the Meeting, as well as information on how they can access the Meeting Materials electronically. Shareholders with existing instructions on their account to receive printed materials, will still receive a printed copy of the Meeting Materials. All Shareholders will receive only the required notification documentation under Notice and Access, which will not include a paper copy of this Circular. The Corporation believes that using Notice and Access benefits the Corporation and the environment by reducing the amount of physical material that must be delivered to Shareholders. The Corporation will not rely upon the use of "stratification".

The Meeting Materials will be available on the Corporation's website at www.gold-mountain.ca as of February 19 th , 2021, and will remain on the website for one full year thereafter. The Meeting Materials will also be available under the Corporation's profile on SEDAR at www.sedar.com as of February 19 th, 2021.

Shareholders who wish to receive paper copies of the Meeting Materials may request copies from the Corporation by calling toll-free in North America at 1-888-787-0888, or by email at [email protected]. Requests should be received at least five business days in advance of the proxy cut-off date set out in the accompanying proxy or voting instruction form in order to receive the Meeting Materials in advance of the date of the Meeting.

In accordance with NI 54-101, the Corporation set the Record Date (as defined below) at least 40 days before the date of the Meeting and also filed a form of notification of the Record Date and the date of the Meeting at least three business days before the Record Date.

Electronic copies of this Circular, the N&A Notice, the annual audited consolidated financial statements of the Corporation for the financial year ended January 31, 2020 (the "Financial Statements") and management's discussion and analysis ("MD&A") of the Corporation's results of operations and financial condition for the financial year ended January 31, 2020 may be found under the Corporation's profile on SEDAR at www.sedar.com and the Corporation's website at www.gold-mountain.ca.

Notice to Non-Objecting Beneficial Shareholders

The Notice Package is being sent to both registered and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Corporation or its agent has sent the Notice Package directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Notice Package to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for delivering the Notice Package to you and for executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold 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 Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder's name on the records of the Corporation. Such Shares will more likely be registered under the names of the Beneficial Shareholder's broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Corporation (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting.

The Corporation does not have access to the names of all Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by his, her or its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. If Beneficial Shareholders receive the voting instruction forms from Broadridge, they are requested to complete and return the voting instruction forms to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge's dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the applicable Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his, her or its broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument 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 (or agent), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his, her or its Shares.

Beneficial Shareholders consist of non-objecting beneficial owners and objecting beneficial owners. A non-objecting beneficial owner is a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") of the Canadian Securities Administrators. An objecting beneficial owner means a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under NI 54-101.

All references to Shareholders in this Information Circular are to registered Shareholders, unless specifically stated

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Shares without par value. As of the Record Date, determined by the board of directors of the Corporation (the "Board") to be the close of business on February 9th, 2021, a total of 49,134,277 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement thereof.

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

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the year ended January 31, 2020, together with the auditor's report thereon, will be presented to the Shareholders at the Meeting. The Corporation's financial statements and management discussion and analysis are on available on SEDAR at www.sedar.com.

BUSINESS TO BE TRANSACTED AT THE MEETING

Election of Directors

Management of the Corporation proposes the six persons named in the table on the following page as candidates for election as directors. Each elected director will remain in office until the next annual meeting of the shareholders or until his or her successor is elected or appointed, unless his or her post is vacated earlier. The candidates proposed by the management of the Corporation have been directors of the Corporation since the dates indicated below.

Unless instructions are given to abstain from voting with regard to the election of directors, the persons whose names appear on the enclosed form of proxy will vote in favour of the election of each of the six nominees whose names are set out in the table on the following page.

Management of the Corporation does not foresee that any of the following nominees listed below will be unable or, for any reason, unwilling to perform his duties as a director. In the event that the foregoing occurs for any reason, prior to the election, the persons indicated on the enclosed form of proxy reserve the right to vote for another candidate of their choice unless otherwise instructed by the shareholder in the form of proxy to abstain from voting on the election of directors.

In order for the resolution to be passed, approval by the majority of the votes cast by all of the holders of Shares, present in person and by proxy at the Meeting, is required.

The enclosed formof proxy allowstheholders ofSharesto direct proxyholdersto vote individually for each of the nominees named below as a director of the Corporation. At any meeting where shareholders vote on the election of directors, any individual nominee who receives a greater number of votes "withheld" than votes "for" will be required by the Corporation to tender his or her resignation to the Board promptly following the meeting. The resignation will be effective when accepted by the Board. The Board expects that resignations will be accepted, unless extenuating circumstances warrant a contrary decision. Any director who tenders his or her resignation in this situation will not participate in any meeting of the Board where his or her resignation is considered. Management of the Corporation has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.

The following table and notes set out the names of the individuals proposed by management for election as directors of the Corporation, their principal occupation, the date they first became a director of the Corporation and the number of Shares of the Corporation beneficially owned, controlled or directed, directly or indirectly, by them as at January 31, 2021:

NameProvinceCountry of Residence andPosition(s)with the Corporation	Principal Occupation,Business or Employmentfor Last Five Years	Periods duringwhichNominee hasServedas a Director	Number ofSharesOwned
Kevin SmithNorth Vancouver, CanadaChief Executive Officer andDirector	CEO of Gold Mountain Mining CorpsinceNovember2018,Principal,BypassEquipment Ltd. (farm equipment company)(September 2005 to Present)	November5,2018	2,437,480(1)

NameProvinceCountry of Residence andPosition(s)with the Corporation	Principal Occupation,Business or Employmentfor Last Five Years	Periods duringwhichNominee hasServedas a Director	Number ofSharesOwned
Keith MintyToronto, CanadaDirector	Director of FenixOro Gold Corp (January 2020-Present), Director of Callinex Mines Inc.(September 2014 –Present), President of RoverMetals Corp. (April 2017 –Present), Director ofDNI Metals Inc. (2016 –Present)	December 23, 2020	121,000(2)
David TafelNorth Vancouver, CanadaDirector	Director of Falcon Gold Corp. (June 2012 –March 31, 2020), CEOof Portofino ResourcesInc. (October 2016 –Present), CEO andPresident of Centurion Minerals Ltd. (November2008 –Present)	August30, 2019	100,000
Gerald CarlsonWest Vancouver, CanadaDirector	ExecutiveChairmanofPacificRidgeExploration Ltd (January 2021 -Present),President and CEO of Pacific Ridge ExplorationLtd, (June 2014 –December 2020).	December 23, 2020	1,106,000
Blake Steele,Hong KongDirector	President and CEO of Azarga Uranium Corp.(TSX: AZZ) (December 2017–Present);President and CFO of Azarga Uranium Corp.(TSX: AZZ) (August 2015 –December 2017)	December 23, 2020	2,236,111
HowardJonesBurnaby, CanadaDirector	President of HJFC Corporate Development Inc.fromJanuary1999topresent(corporatedevelopment consulting company).	November5,2018	511,111(3)

1. Mr. Smith holds Shares in his name (1,760,000) and through Bypass Equipment Ltd. (Mr. Smith is the sole director and sole shareholder) (226,480 Shares). Also includes 600,000 Shares held by LFG Management Corp. of which Mr. Smith is a director and 50% shareholder.
2. Mr. Gerald Carlson holds 6,000 Shares in his name and 1,100,000 Shares through his holding company, KGE Management Ltd.,
3. Mr. Jones holds 500,000 Shares in his name and 11,111 Shares through HJFC Corporate Development Ltd.

Cease Trade Orders

Other than indicated below, to the best of management's knowledge, no proposed director of the Corporation is, or within the ten (10) years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

Mr. Tafel is the President and CEO of Centurion Minerals Ltd. ("Centurion") which was subject to a Cease Trade Order ("CTO") issued by the British Columbia Securities Commission on December 5, 2017 for failure to file its audited annual financial statements. Subsequently, Centurion dismissed its auditor on February 13, 2018 as the board of directors had lost confidence in the former auditors' ability to complete the audit in a timely fashion, if at all. Centurion engaged a new auditor to complete the audit and filed its audited annual financials on March 1, 2018 and its first quarter on March 13, 2018. The CTO was revoked on May 3, 2018.

Mr. Minty was the CEO, President and Director of Hunter Bay Minerals plc ("Hunter Bay"). On May 8, 2015, The British Columbia Securities Commission cease traded Hunter Bay for failure to file its annual financial statement and management discussion and analysis (the "Annual Filings"). As of the date of this Filing Statement, Hunter Bay had not yet filed the Annual Filings with the applicable securities regulators.

Mr. Minty is a director of DNI Metals Inc. ("DNI"). On May 7, 2019, The Autorité des Marchés Financiers cease traded DNI for failure to file its Annual Filings. As of the date of this Filing Statement, DNI had not yet filed the Annual Filings with the applicable securities regulators.

No proposed director, officer or promoter of the Corporation, or a security holder anticipated to hold sufficient securities of the Corporation to affect materially the control of the Corporation, 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 been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable security holder making a decision about the Transaction.

Personal Bankruptcies

No proposed director, officer or promoter of the Corporation, or security holder anticipated to hold sufficient securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such Persons has, within the 10 years before the date of the Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or promoter.

Appointment of Auditor

At the Meeting, Shareholders will be asked to pass an ordinary resolution to appoint PricewaterhouseCoopers LLP, as auditors of the Corporation and to authorize the directors of the Corporation to fix the remuneration to be to be paid to the auditors. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management of the Corporation recommends that Shareholders vote for the appointment of PricewaterhouseCoopers LLP, as the Corporation's auditors and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditors. Unless instructed to abstain from voting with regard to the appointment of auditors, the persons whose names appear on the enclosed form of proxy will vote in favor of: (i) the appointment of PricewaterhouseCoopers LLP; and (ii) authorizing the directors of the Corporation to determine the compensation to PricewaterhouseCoopers LLP in such capacity.

External Auditor Service Fees

In the following table, "Audit Fees" are fees billed by the Corporation's external auditor for services provided in auditing the Corporation's annual financial statements for the subject year. "Audit-Related Fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Corporation's financial statements. "Tax Fees" are fees billed by the auditor for professional services rendered for tax compliance, advice and planning. "All Other Fees" are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the external auditors to the Corporation for the financial years ended January 31, 2019 and January 31, 2020 are in the table below. As of the date of this information circular, the Corporation just began the audit process for the year ended January 31, 2021:

	Audit Fees(a)	Audit-Related Fees(b)	Tax Fees(c)	All Other Fees(d)
YE Jan 31, 2020	$5,890.50	Nil	$803.25	$3,213.00
YE Jan 31, 2019	$3,748.50	Nil	$803.25	$4,263.53

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

(b) "Audit Related Fees" include services that are traditionally performed by the auditor. These audit related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

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

(d) "All Other Fees" include all other non-audit services.

(e) All fees noted above were paid to the Corporation's previous auditor, Adam Sung Kim Ltd.

Equity Incentive Plan

At the Meeting, shareholders of the Corporation will be asked to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution in the form set out below, approving the adoption of a new rolling option plan (the "Equity Incentive Plan") in place of the Corporation's current rolling option plan. A copy of the proposed Equity Incentive Plan is attached as Schedule "A" to this Information Circular. The Corporation will maintain the Equity Incentive Plan in accordance with Policy 4.4 – Incentive Stock Options of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").

The Equity Incentive Plan will be a rolling option plan that provides for the grant of incentive stock awards, including incentive stock options ("Stock Options"), stock appreciation rights, restricted stock awards, restricted stock unit awards and other awards (collectively "Fixed Share Awards" and together with Stock Options "Equity Incentives") based on common stock. Under the Equity Incentive Plan, these awards are available to employees, consultants, and directors of the Corporation (collectively, "Eligible Persons"). A "Participant" is an Eligible Person to whom a stock award has been granted under the Equity Incentive Plan.

The maximum number of Shares which may be reserved and set aside for issuance upon the grant or exercise of Stock Options will be 10% of the Corporation's issued and outstanding share capital at the time of any grant. The Stock Option portion of the Equity Incentive Plan is a "rolling" maximum option plan, and any increase or decrease or reduction in the number of outstanding Shares will result in an increase or decrease, respectively, in the number of Shares that are available to be issued as Stock Options.

The maximum number of Shares that may be reserved for issuance under Fixed Share Awards is 4,800,000. This is a fixed maximum which will not increase or decrease depending on the number of outstanding Shares. Combined with the 10% rolling Stock Option portion of the Equity Incentive plan, there will be an aggregate maximum of 9,707,877, or approximately20% of the Company's issued and outstanding share capital, available for grant under the Equity Incentive Plan.

The maximum number of Shares reserved for issue pursuant to Equity Incentives granted to Participants who are insiders of the Corporation in any 12-month period may not exceed, in the aggregate,10% of the number of Shares then outstanding, unless disinterested shareholder approval is received in accordance with the policies of the Exchange. The maximum number of Shares reserved for issue to any one Participant upon the exercise of Equity Incentives in any 12 month period may not exceed 5% of the number of Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Exchange. Notwithstanding the foregoing, the maximum number of Shares reserved for issue to any one consultant upon the exercise of stock option grants in any 12-month period shall not exceed 2% of the number of Shares then outstanding. The maximum number of Shares reserved for issue to all persons conducting Investor Relations Activities (as such term is defined in the policies of the Exchange) upon the exercise of Stock Options s in any 12-month period shall not exceed, in the aggregate, 2% of the number of Shares then outstanding. Persons engaged in Investor Relations activities may not receive any Equity Incentive other than Stock Options.

The restricted stock awards will be subject to such restrictions as the Board may impose and which comply with the requirements of the Exchange, which restrictions may lapse separately or in combination at such time or times, in such instalments or otherwise as the Board determines. The Board is authorized to grant Fixed Share Awards, in the form of Shares, to Eligible Persons, subject to the terms and conditions of the Equity Incentive Plan and any requirements of the Exchange. Under the Equity Incentive Plan, a fixed number of Fixed Share Awards in the form of Shares will be reserved for issuance.

The Equity Incentive Plan will be administered by the Board, which has the authority to delegate administration of the plan to one or more of its committees. All employee Equity Incentives will be governed by an individual agreement and vest in accordance with the vesting schedule set forth in such agreement. The Board may choose to accelerate the vesting schedule upon a change of control. The exercise price for an Equity Incentive granted under the Equity Incentive Plan shall not be less than the Discounted Market Price (as defined in the policies of the Exchange), or such other price as permitted pursuant to a waiver obtained from the Exchange, of Shares on the effective date of grant. The term of each Equity Incentive shall be fixed by the Board, but no option shall be exercisable more than ten years after the date the Equity Incentive is granted. In the case of an incentive stock option that is granted to a participant who, on the grant date, owns 10% of the voting power of all classes of the Shares, the term of such option shall be no more than five years from the date of grant.

All Equity Incentives are non-assignable and non-transferable. The Equity Incentive Plan provides that, during the lifetime of a participant, an Equity Incentive shall be exercisable only by a participant or a participant's guardian or legal representative. An Equity Incentive shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of a participant or a participant's beneficiary, except transfer by will or by the laws of descent and distribution.

Equity Incentive will be evidenced by certificates that set forth the terms, conditions and limitations for each Equity Incentive which may include, without limitation, the term of an Equity Incentive and the provisions applicable in the event employment or service terminates.

The Board may, at any time, amend, suspend or terminate the Equity Incentive Plan and the administrator may, at any time, amend or cancel any outstanding Stock Options. To the extent required under the rules of any securities exchange or market system on which the Shares are listed, amendments to the Equity Incentive Plan shall be subject to approval by the Corporation's shareholders entitled to vote at a meeting of shareholders.

Pursuant to the policies of the Exchange, the Equity Incentive Plan must be approved by a majority of the votes cast by shareholders, excluding votes attached to all those Directors, Employees and Consultants (as such terms are defined in Policy 4.4 –"Incentive Stock Options" of the Corporate Finance Manual of the Exchange) to whom Fixed Share Awards or Stock Options may be granted under the Equity Incentive Plan and their associates and affiliates ("disinterested shareholders"). There are 13,826,862 Shares that will be excluded from the Equity Incentive Shareholder vote.

The Equity Incentive Plan was approved by the Board on January 14, 2021.

Resolutions Approving the Corporation's Equity Incentive Plan

At the Meeting, Disinterested Shareholders will be asked to consider and, if deemed advisable, approve the following resolution:

"BE IT RESOLVED THAT:

1. the Equity Incentive Plan, as defined in the Information Circular, is hereby approved;
1. the Corporation is hereby authorized to issue awards under the Equity Incentive Plan to acquire up to 10% of the issued and outstanding Shares in the capital of the Corporation, exclusive of a maximum of 4,800,000 Shares reserved for issuance upon the exercise of Fixed Share Awards, subject in each case to compliance with the policies of the Exchange;
1. the issued and outstanding compensation securities, including restricted stock units, previously granted shall be continued under and governed by the Equity Incentive Plan;
1. the Board is hereby authorized to make any changes to the Equity Incentive Plan: (a) as may be required by the Exchange; or (b) that are consistent with the requirements of the Exchange as may be determined from time to time by the Board; and
1. any one director or officer of the Corporation be and is hereby authorized, for and on behalf of the Corporation, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

In order for the resolution to be passed, approval by the majority of the Shares voted in respect thereof at the Meeting by disinterested shareholders is required. The Board unanimously recommends that shareholders vote FOR the Equity Incentive Plan resolution.

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Equity Incentive Plan.

Restricted Share Unit and Option Grant

At the Meeting, disinterested shareholders will be asked to consider and, if deemed appropriate, to approve and adopt an ordinary resolution of disinterested shareholders approving the grant of 972,500 stock options with an exercise price of $0.90 per common share which vest 25% each quarter (the "Option Grant") and 575,000 restricted stock units (the "RSU Grant" and collectively with the Option Grant the "Equity Incentive Grants") which vest as set out below.

The following tables sets forth the specific details of the Option Grant and the RSU Grant:

Option Grant

Name & Position	Number of OptionsGranted	Expiry Date1	Exercise Price
Blake Steele – Director	63,750	January 14, 2026	$0.90
Howard Jones – Director	63,750	January 14, 2026	$0.90
David Tafel – Director	45,000	January 14, 2026	$0.90
Keith Minty- Director	45,000	January 14, 2026	$0.90
Gerald Carlson - Director	45,000	January 14, 2026	$0.90
Stuart "Tookie" Angus - Consultant	100,000	January 14, 2026	$0.90
Daniel Kunz - Consultant	100,000	January 14, 2026	$0.90
Shayne Taker – Consultant	75,000	January 14, 2026	$0.90
1142987 B.C. Ltd. – Consultant	75,000	January 14, 2026	$0.90
Sheri Rempel – Consultant	20,000	January 14, 2026	$0.90
Stephano Berg – Consultant	10,000	January 14, 2026	$0.90
Jon Ross – Consultant	10,000	January 14, 2026	$0.90
Jason Sundar – Consultant	50,000	January 14, 2026	$0.90
Kimberly Kyska – Consultant	25,000	January 14, 2026	$0.90
Dylan Junko – Consultant	62,500	January 14, 2026	$0.90
Cole Evans – Consultant	62,500	January 14, 2026	$0.90
Ingo Seibert – Consultant	40,000	January 14, 2026	$0.90
Trevor Seibert – Consultant	80,000	January 14, 2026	$0.90
TOTAL OPTIONS	972,500

All options vest 25% per fiscal quarter beginning January 31, 2021 (subject to disinterested shareholder approval at the Meeting).

RSU Grant

The deemed grant price of each of the RSU's below is $0.90

Name & Position	Number of RSUs Granted	Vesting Schedule
Kevin Smith – Director & CEO	120,000 RSU	45,000 upon receipt of mining permit75,000 upon commercial production or750,000 ounce resource estimate

Ron Woo – President	80,000 RSU	30,000 upon receipt of mining permit50,000 upon commercial production or750,000 ounce resource estimate
Grant Carlson – COO	80,000 RSU	30,000 upon receipt of mining permit50,000 upon commercial production or750,000 ounce resource estimate
Alexander Bayer – General Counsel	80,000 RSU	30,000 upon receipt of mining permit50,000 upon commercial production or750,000 ounce resource estimate
Braydon Hobbs – CFO	45,000 RSU	20,000 upon receipt of mining permit25,000 upon commercial production or750,000 ounce resource estimate
Blake Steele – Director	40,000 RSU	25% vesting January 31, 202125% vesting April 31, 202125% vesting July 31, 202125% vesting October 31, 2021
Howard Jones – Director	50,000 RSU	25% vesting January 31, 202125% vesting April 31, 202125% vesting July 31, 202125% vesting October 31, 2021
David Tafel – Director	25,000 RSU	25% vesting January 31, 202125% vesting April 31, 202125% vesting July 31, 202125% vesting October 31, 2021
Keith Minty – Director	25,000 RSU	25% vesting January 31, 202125% vesting April 31, 202125% vesting July 31, 202125% vesting October 31, 2021
Gerald Carlson – Director	25,000 RSU	25% vesting January 31, 202125% vesting April 31, 202125% vesting July 31, 202125% vesting October 31, 2021
TOTAL	560,000

Approval of RSU Grant and Option Grant

As these RSUs and Options were granted to the above named Insiders and consultants prior to the receipt of disinterested shareholder approval of the Equity Incentive Plan, the policies of the Exchange require that the RSU Grant and Option Grant be approved by the disinterested shareholders before they can be exercised by the holders thereof. The RSU Grant and Option Grant is also considered a "related party transaction" as many of the intended recipients are directors and/or officers of the Corporation. Under MI 61-101, the Corporation is exempt from the requirement of having to perform a formal valuation in connection with the issuance of the RSU Grant and Option Grant and from the requirement to obtain minority shareholder approval in connection with the RSU and Option Grant as the total value of such grants is less than 25% of the Corporation's fair market value as of the date of grant. For the purposes of this resolution, disinterested shareholders are all shareholders of the Corporation other than those Insiders and consultants (and their respective associates) receiving an Equity Incentive Grant. There are 12,492,322 Shares that will be excluded from the RSU Grant and Option Grant Resolution.

The RSU Grant and the Option Grant were approved by the Board on January 14, 2021.

RSU Grant and Option Grant Resolution

At the Meeting, disinterested shareholders will be asked to consider and, if deemed advisable, approve the following resolution:

"BE IT RESOLVED THAT:

1. the Option Grant is hereby approved and ratified;
1. the RSU Grant is hereby approved and ratified; and
1. any one director or officer of the Corporation be and is hereby authorized, for and on behalf of the Corporation, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Option Grant and the RSU Grant.

Approval of Bonus Shares

The Corporation wishes to issue an aggregate 230,000 Shares (collectively, the "Bonus Shares", representing less than 1% of the total issued and outstanding Shares as at the Record Date on an undiluted basis, as a bonus payment (the "Bonus Payment") as to 70,000 to Kevin Smith, 30,000 to Ronald Woo, 30,000 to Grant Carlson, 70,000 to Alexander Bayer and 30,000 to Braydon Hobbs, each of which are members of management, at a deemed price per Bonus Share equal to the closing price on the Exchange on the day prior to issuance of the Bonus Shares. The Corporation proposes to issue the Bonus Shares given the substantial time and commitment from management in completing the amalgamation of Bayshore Minerals Incorporated and Freeform Capital Partners Inc. to form the Corporation. During the time required to complete the transaction, management did not receive any salary. The Compensation Committee and the Board considered the issuance of the Bonus Shares an appropriate bonus to recognize the tangible milestone of a public listing that management had achieved.

The issuance of the Bonus Shares is considered a "related party transaction" as Kevin Smith, Ronald Woo, Grant Carlson, Alexander Bayer and Braydon Hobbs are directors and/or officers of the Corporation. Under MI 61-101, the Corporation is exempt from the requirement of having to perform a formal valuation in connection with the issuance of the Bonus Shares and from the requirement to obtain minority shareholder approval in connection with the issuance of the Bonus Shares. The Corporation is exempt from such requirements as the aggregate fair market value as of the date of the Board meeting ($0.89) of the Bonus Shares is less than 25% of the Corporation'smarket capitalization on such date.

No votes attached to the Shares owned by Kevin Smith, Ronald Woo, Grant Carlson, Alexander Bayer and Braydon Hobbs will be included in determining whether approval for the Bonus Shares resolution has been received by disinterested Shareholders. The issuance of the Bonus Shares remains subject to disinterested Shareholder approval being obtained, and the completion thereof remains subject to Exchange approval being obtained. There are 5,979,440 Shares that will be excluded from the Bonus Share resolution.

The 2021 Bonus Payment was approved by the Board on January 14, 2021.

At the Meeting, the disinterested shareholders will be asked to consider and, if deemed appropriate, approve the Bonus Shares Resolution, as an ordinary resolution that must be approved by a majority of the disinterested Shareholders who are present in person or represented by proxy.

"BE IT RESOLVED THAT:

1. the issuance of 230,000 Shares of the Corporation (each, a "Share") as a bonus to the five insiders(the "Bonus Issuance") at a deemed price per Share to be calculated as set out in the Information Circular of the Corporation dated February 9, , 2021 be and is hereby authorized and approved;
1. any one director or officer of the Corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Corporation or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing special resolutions; and
1. notwithstanding that this resolution has been passed (and the Bonus Issuance approved) by the disinterested shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the securityholders of the Corporation to (i) amend the terms of the Bonus Issuance, subject to the terms of the Exchange; or (ii) not to proceed with the Bonus Issuance."

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Bonus Shares Resolution.

Advanced Notice Provision

Having adopted the Advance Notice Policy, the Board of Directors are proposing that the Articles of the Corporation be altered to include an advance notice provision (the "Advance Notice Provision"), which will: (i) facilitate orderly and efficient annual general or, where the need arises, special, meetings; (ii) ensure that all Shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; (iii) allow the Corporation and Shareholders to evaluate all nominees' qualifications and suitability as a director of the Corporation; and (iv) allow Shareholders to register an informed vote. The full text of the proposed alteration of the Articles to include the Advance Notice Provision is set out in Schedule "C" hereto.

Under the Articles of the Corporation and the Act, the alteration of the Corporation's Articles requires the approval of more than two‐thirds of the votes cast in person or represented by proxy at the Meeting by the shareholders of the Corporation by a special resolution. Accordingly, Shareholders will be asked at the Meeting to vote on a special resolution, the text of which is contained below (the "Advance Notice Provision Resolution"), to approve the alteration of the Articles of the Corporation to include the Advance Notice Provision.

Advance Notice Provision Resolution

At the Meeting, the Shareholders, will be asked to consider and, if deemed appropriate, approve the Advance Notice Resolution, as a special resolution that must be approved by two thirds of those who are present in person or represented by proxy.

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the Articles of the Corporation be altered by adding the text substantially as set forth in Schedule "C" to this management information circular as Articles 28 and 29 of the Articles; \

1. the Corporation be authorized to revoke this special resolution and abandon or terminate the alteration of the Articles if the Board of Directors deems it appropriate and in the best interest of the Corporation to do so without further confirmation, ratification or approval of the shareholders; and
1. any one director or officer of the Corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Corporation or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing special resolutions."

In order for the resolution to be passed, approval by two-thirds of the Shares voted in respect thereof at the Meeting is required. The Board unanimously recommends that shareholders vote FOR the Advance Notice Resolution.

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Advance Notice Resolution.

CORPORATE GOVERNANCE

General

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), as adopted by the Canadian Securities Administrators, prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board is currently composed of six directors, namely Kevin Smith, Howard Jones, David Tafel, Gerald Carlson, Keith Minty and Blake Steele.

Directorships

The following table sets out information regarding other directorships presently held by directors of the Corporation with other reporting issuers (or the equivalent) in Canada or any foreign jurisdiction:

Name of Director	Names of Other Reporting Issuers	Securities Exchange
	EVI Ventures Corp.	Reporting Issuer
	Evolution Global Financial Corp.	Reporting Issuer
Kevin Smith	Polarity Minerals Corp.	Reporting Issuer
	Mucho Cobre Resources Ltd.	Reporting Issuer
	Quri-Mayu Developments Ltd.	Reporting Issuer
	Azarga Uranium Corp.	TSX
Blake Steele	Azarga Metals Corp.	TSX-V

David Tafel	Centurion Minerals Ltd.	TSX-V
	Portofino Resources Inc.	TSX-V
	Pacific Ridge Ltd.	TSX-V
Gerald Carlson	Almaden Minerals Ltd.	TSX, NYSE
	FenixOro Gold Corp.	CSE
	Callinex Mines Inc.	TSX-V
Keith Minty	Rover Metals Corp.	TSX-V
	DNI Metals Inc.	CSE

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education programs.

Ethical Business Conduct

The Board has adopted a written ethical business code of conduct for directors, officers and employees. The Board also notes that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law, and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest, also ensure that the Board operates independently of management and in the best interests of the Corporation.

Composition and Operation of the Board

The Guidelines recommend that a majority of directors of a listed corporation be "independent" as defined by National Instrument 52-110 - Audit Committees ("NI 52-110"). An independent director is a director who does not have any direct or indirect material relationship with the issuer. "Material relationship" is defined as a relationship which could, in the view of the Corporation's Board, be reasonably expected to interfere with the exercise of a director's independent judgment. NI 52-110 further sets out certain relationships which are deemed to be material relationships.

The Board currently has six members. Each director is elected annually by the shareholders and serves for a term that will end at the Corporation's next annual meeting. For the upcoming year the Board believes that six directors is a sufficient number to ensure that the Board will be comprised of directors with a broad range of experience and expertise and will be able to function independently of management.

Board Members	Year Appointed	Independent	Audit Committee	CompensationCommittee
Kevin Smith	2018
David Tafel	2019	✓	✓	✓
Gerald Carlson	2020	✓
Keith Minty	2020	✓
Blake Steele	2020	✓	✓	✓
Howard Jones	2018	✓	✓	✓

Given the above determinations, the Board has determined that out of the six members of the Board, five of the members (representing 83% of the Board) are independent, with Kevin Smith being the non-independent members of the Board.

Nomination of Directors

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board. The nominees proposed are generally the result of recruitment efforts by the members of the Board and management, including both formal and informal discussions among the members of the Board.

AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 Audit Committees ("NI 52-110"), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding the composition of the audit committee, and information regarding fees paid to its external auditor. The Corporation provides the following disclosure with respect to its audit committee (the "Audit Committee").

Audit Committee Charter

The Corporation's Audit Committee is governed by an Audit Committee Charter. A copy of the Audit Committee's charter is attached hereto as schedule "B".

Composition of the Audit Committee

The Audit Committee is currently comprised of three directors, consisting of Blake Steele, Howard Jones and David Tafel.

All of the Audit Committee members are "financially literate", as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Corporation, as well as an understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for review of both interim and annual financial statements for the Corporation. For the purposes of performing their duties, the members of the Audit Committee have the right at all times, to inspect all the books and financial records of the Corporation and any subsidiaries, and to discuss with management and the external auditors of the Corporation any accounts, records and matters relating to the financial statements of the Corporation. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

All of the members of the Audit Committee are able to understand and interpret information related to financial statement analysis. Each of the members of the Audit Committee has a general understanding of the accounting principles used by the Corporation to prepare its financial statements and will seek clarification from the Corporation's auditors, where required. Each of the members of the Audit Committee also has direct experience in understanding accounting principles for private and reporting companies. The relevant experience of the current members of the Audit Committee is as follows:

Audit Committee Oversight

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

Reliance on Certain Exemptions

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis Non-Audit Services) provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member) and 6.1.1(6) (Death, Incapacity or Resignation) provide exemptions from the requirement that a majority of the members of the Corporation's Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation. Part 8 (Exemptions) permits a Corporation to apply to a securities regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board and the Audit Committee, on a case-by-case basis as applicable.

Compensation Committee

The Board has created and appointed a compensation committee, see Statement of Executive Compensation below for further information.

Other Board Committees

The Board has no committees other than the Audit Committee and the Compensation committee.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The purpose of this Compensation Discussion and Analysis is to provide information about the Corporation's philosophy, objectives and processes regarding compensation of the individuals who carried out the roles of the Chief Executive Officer and the Chief Financial Officer of the Corporation at any point during the year ended January 31, 2021 and the most highly compensated executive officer of the Corporation, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the 12 months ended January 31, 2021 (each a "Named Executive Officer" and collectively, the "Named Executive Officers").

Compensation Governance

The Board will administer the Corporation's executive compensation program with advice from the Compensation Committee. The Compensation Committee is responsible for, among other things, reviewing and making recommendations to the Board with respect to, setting the compensation for each of the Named Executive Officers, the compensation policies and practices of the Corporation, annually reviewing and recommending to the Board for approval the remuneration of the senior officers of the Corporation, making, on an annual basis, a recommendation to the Board as to any incentive award to be made to the senior officers of the Corporation, and comparing, on an annual basis, the total remuneration and the main components thereof of the senior officers of the Corporation with the remuneration of peersin the same industry. The CompensationCommittee ensures that total compensation paid to the Named Executive Officers is fair, reasonable and consistent with the Corporation's compensation philosophy.

The Compensation Committee is comprised of three members, being Blake Steele, Howard Jones and Dave Tafel.

Philosophy and Objectives

TheBoardbelievesthat the Corporationshould providea compensation package thatis competitive and motivating, that will attract, hold and inspire qualified executives, that will encourage performance by executives to enhance thegrowth and development of the Corporation and that will balance the interests of the executives and the shareholders of the Corporation.Achievementoftheseobjectivesis expected to contributetoan increase in shareholder value.

The Named Executive Officers have agreed to defer salary in the near term, subject to achieving commercial production. It is anticipated that the milestones will be tied to such items as the delineation of further Mineral Resources, the achievement of certain market capitalisation thresholds and the commencement of commercial production at the Elk Gold Project.

Elements of Executive Compensation

TheCorporationprovidesits executive officerswith both fixed compensation, comprised of base salary, andperformancebasedvariable incentivecompensation,comprised of incentivesin the form of awards underthe Equity Incentive Plan. The metrics for the incentive-based compensation are outlined above.

The Compensation Committee determined the salaries for the Named Executive Officers at its first board meeting of 2021. All executive officers agreed to defer salary or remuneration until such time as the Corporation enters into commercial production. The base salary is designed to provide income certainty and to attract and retain executives and is based on the assessment of a number of factors such as current competitive market conditions, compensation levels within the peer group and factors particular to the executive, including individual performance, the scope of the executive's role with the Corporation and retention considerations.

Equity incentive performance bonuses are intended to provide short-term incentives to executives and to reward them for their yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance. It is expected that the amount will not be pre-established and will be at the discretion of the Board, with advice from the Compensation Committee. While it is expected there will be no target amount for annual cash bonuses, the Board will review similar factors as those discussed above in relation to base salary and likely tie annual bonuses to achieving certain pre-determined milestones.

Long-term incentive compensation will be provided through the granting of options under the Equity Incentive Plan. Equity incentive awards will be designed to motivate executives to achieve long-term sustainable business results, align their interest with those of shareholders and to attract and retain executives. Awards will be based on a variety of factors, such as the need to attract or retain key individuals, competitive market conditions and internal equity. Previous grants will be taken into account when considering new grants.

Risks

The Board of the Corporation recognizes that certain elements of compensation could promote unintended inappropriate or excessive risk-taking behaviours; however, the Corporation seeks to ensure that executive compensation packages appropriately balance short-termincentives, in the form of base salaries, and long- term incentives, in the form of optionbased awards.As a result ofthe factors discussedabove,the proposed Board does notbelievethatits compensation policies andpractices are reasonably likely to have amaterialadverse effect on the Corporation.

Named Executive Officers and directors of the Corporation will not be permitted to purchase financial instruments, including,forgreatercertainty,prepaid variable forward contracts, equityswaps, collars, or units of exchange funds,that are designedto hedge oroffseta decrease inmarketvalue of equity securities granted as compensation or held, directly orindirectly, by the Named Executive Officeror director.

Compensation of Named Executive Officers and Directors

As of January 31, 2021, the Corporation has three Named Executive Officers: Kevin Smith, Chief Executive Officer, Braydon Hobbs, current Chief Financial Officer and Jeremy Wright, former Chief Financial Officer.

The following table sets forth the compensation noted below paid or payable to the Named Executive Officers and Directors of the Corporation for the two fiscal years ended January 31, 2020 and January 31, 2021.

Name andPosition	FiscalYearJanuary31	Salary,ConsultingFee, RetainerorCommission($)	Bonus($)	Committeeor MeetingFees($)	Value ofPerquisites($)	Value of allotherCompensation($)	TotalCompensation($)
(1)Kevin Smith	2021	$16,666(2)	Nil	Nil	Nil	Nil
CEO and
Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
Braydon Hobbs(11)CFO	2021	$5,000(2)	Nil)	Nil
	2020	$14,791	Nil	Nil	Nil	Nil	Nil
Bryce Clark(3)Former Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
and CorporateSecretary	2020	Nil	Nil	Nil	Nil	Nil	Nil
Jeremy Wright(6)Former Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
and CFO	2020	Nil	Nil	Nil	Nil	Nil	Nil
Blake Steele(8)Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Howard Jones (4)Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
David Tafel(7)Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil

Name andPosition	FiscalYearJanuary31	Salary,ConsultingFee, RetainerorCommission($)	Bonus($)	Committeeor MeetingFees($)	Value ofPerquisites($)	Value of allotherCompensation($)	TotalCompensation($)
Keith Minty(9)Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Gerald Carlson(10)Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Alex Suelzle(5)Former Director	20201	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

Kevin Smith was appointed as a director and the Chief Executive Officer on November 5, 2018. Mr. Smith has agreed to accrue salary pending the commencement of commercial production at the Elk Gold Project.

1. Members of management entered into consulting agreements effective January 1, 2021 and agreed to defer salary payments pending the commencement of commercial production. The amount in this column represents one month of accrued wages. No member of management is currently an employee of the Corporation.
1. Bryce Clarke was appointed as Director and Corporate Secretary on November 5, 2018, and resigned on December 23, 2020
1. Howard Jones was appointed as a director on November 5, 2018
1. Alex Suelzle was appointed as a director on November 5, 2018 and resigned on December 23, 2020
1. Jeremy Wright was appointed as a director and the Chief Financial officer on December 21, 2018 and resigned on December 23, 2020.
1. David Tafel was appointed as a director on August 30, 2019

Blake Steele was appointed as a director on December 23, 2020

1. Keith Minty was appointed as a director on December 23, 2020
1. Gerald Carlson was appointed as a director on December 23, 2020
1. Braydon Hobbs was appointed as the Chief Financial Officer on December 23, 2020

The following table summarizes all compensation securities granted or issued to each Named Executive Officer and director during the financial year ended January 31, 2021 for services provided or to be provided, directly or indirectly, to the Corporation or its subsidiaries:

Director and Executive Officer Compensation Securities
Name andPosition	Type ofcompensation(5)Securities	Number ofcompensationsecurities,number ofunderlyingsecurities andpercentage ofclass(1)	Date ofissue ofgrant	Issue,conversionor exerciseprice	Closingprice ofsecurityorunderlyingsecurityon dateof grant	Closingprice ofsecurity orunderlying securityat yearend(2)	ExpiryDate
Kevin Smith
Director/CEO	Restricted Shareunit	120,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A
	Bonus Shares	70,000	January14, 2021	$0.90	$0.89	$1.21	N/A
Howard Jones

Director and Executive Officer Compensation Securities
Name andPosition	Type ofcompensation(5)Securities	Number ofcompensationsecurities,number ofunderlyingsecurities andpercentage ofclass(1)	Date ofissue ofgrant	Issue,conversionor exerciseprice	Closingprice ofsecurityorunderlyingsecurityon dateof grant	Closingprice ofsecurity orunderlying securityat yearend(2)	ExpiryDate
Director	Stock Options	63,750	January14, 2021	$0.90	$0.89	$1.21	January14, 2026
	Restricted Shareunit	50,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A
Gerald CarlsonDirector	Stock Options	160,000	February1, 2020	$0.25	N/A(4)		February1, 2025
	Stock Options	45,000	January14, 2021	$0.90	$0.89	$1.21	January14, 2026
	Restricted Shareunit	25,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A
Braydon HobbsCFO	Stock Options	160,000	February1, 2020	$0.25	N/A(4)		February1, 2025
	Restricted Shareunit	45,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A
Blake SteeleDirector	Stock Options	314,140	July 31,2020	$0.25	N/A(4)	$1.21	July 31,2025
	Stock Options	63,750	January14, 2021	$0.90	$0.89	$1.21	January14, 2026
	Restricted Shareunit	40,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A
David TafelDirector	Stock Options	45,000	January14, 2021	$0.90	$0.89	$1.21	January14, 2026
	Restricted Shareunit	25,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A
Keith MintyDirector	Stock Options	40,000	February1, 2020	$0.25	N/A(4)	$1.21	February1, 2025
	Stock Options	45,000	January14, 2021	$0.90	$0.89	$1.21	January14, 2026
	Restricted Shareunit	25,000 RSU	January14, 2021	N/A	$0.89	$1.21	N/A

All stock options are exercisable into one common share.
Reflects closing price as of January 29, 2021 of $1.21 per share.
These stock options were granted prior to the Corporation obtaining a public listing. All of these options have vested.
These were Bayshore Minerals Incorporated options which were granted prior to the Qualifying Transaction with the Company while Bayshore Minerals Incorporated was private. ALl of these options have vested.
All Stock Options and RSUs granted on January 14, 2021 are subject to shareholder approval at the Meeting. The vesting schedule for these Stock Options and RSUs are disclosed above.

All of the above compensation options will be governed by the terms of the Equity Incentive, a copy of which is attached hereto as Schedule "A".

Employment, Consulting and Management Agreements

The following disclosure summarizes the various Employment, Consulting and Management agreements in place

Kevin Smith - Chief Executive Officer

Mr. Smith entered into a consulting agreement with the Company effective January 1, 2021 to provide services as the Chief Executive Officer. Pursuant to the terms of the Agreement, Mr. Smith is to be paid an annual fee of $200,000. Mr. Smith has agreed to defer his remuneration pending the Elk Gold Project achieving commercial production. The consulting agreement remains in force until terminated in accordance with its terms. Either party may terminate the consulting agreement immediately for a breach. Mr. Smith may terminate the agreement on three month's's notice while the Company may terminate the agreement upon six months notice. Mr. Smith is also eligible for equity incentive grants and performance-based bonuses.

Baydon Hobbs – Chief Financial Officer

Mr. Hobbs entered into a consulting agreement with the Company effective January 1, 2021 to provide services as the Chief Financial Officer. Pursuant to the terms of the Agreement, Mr. Hobbs is to be paid an annual fee of $60,000. Mr. Hobbs has agreed to defer his remuneration pending the Elk Gold Project achieving commercial production. The consulting agreement remains in force until terminated in accordance with its terms. Either party may terminate the consulting agreement immediately for a breach. Mr. Hobbs may terminate the agreement on three month's notice while the Company may terminate the agreement upon six months notice. Mr. Hobbs is also eligible for equity incentive grants and performance-based bonuses.

Grant Carlson – Chief Operating Officer

Mr. Carlson entered into a consulting agreement with the Company effective January 1, 2021 to provide services as the Chief Operating Officer. Pursuant to the terms of the Agreement, Mr. Carlson is to be paid an annual fee of $100,000. Mr. Carlson has agreed to defer his remuneration pending the Elk Gold Project achieving commercial production. The consulting agreement remains in force until terminated in accordance with its terms. Either party may terminate the consulting agreement immediately for a breach. Mr. Carlson may terminate the agreement on three month's's notice while the Company may terminate the agreement upon six months notice. Mr. Carlson is also eligible for equity incentive grants and performance-based bonuses.

Ronald Woo – President

Mr. Woo entered into a consulting agreement with the Company effective January 1, 2021 to provide services as President. Pursuant to the terms of the Agreement, Mr. Woo is to be paid an annual fee of $100,000. Mr. Woo has agreed to defer his remuneration pending the Elk Gold Project achieving commercial production. The consulting agreement remains in force until terminated in accordance with its terms. Either party may terminate the consulting agreement immediately for a breach. Mr. Woo may terminate the agreement on three month's's notice while the Company may terminate the agreement upon six months notice. Mr. Woo is also eligible for equity incentive grants and performance-based bonuses.

Alex Bayer – General Counsel and Corporate Secretary

Mr. Bayer entered into a consulting agreement with the Company effective January 1, 2021 to provide services as the General Counsel and Corporate Secretary. Pursuant to the terms of the Agreement, Mr. Bayer is to be paid an annual fee of $150,000. Mr. Bayer has agreed to defer his remuneration pending the Elk Gold Project achieving commercial production. The consulting agreement remains in force until terminated in accordance with its terms. Either party may terminate the consulting agreement immediately for a breach. Mr. Bayer may terminate the agreement on three month's's notice while the Company may terminate the agreement upon six months notice. Mr. Bayer is also eligible for equity incentive grants and performance-based bonuses.

Termination and Change of Control

Each of the Consulting Agreements set out above under "Employment, Consulting and Management Agreements" contain the same following provisions relating to termination and change of control:

(1) Termination by Gold Mountain without reason Gold Mountain, may at its sole discretion terminate the employment at any time, and for whatsoever reason, by paying the employee a lump sum cash payment equal to the aggregate of: a) six (6) months' salary, plus one additional month pay for each year of service from the date of commencement of employment; plus b) the average of the prior two years performance bonus provided that the employee was employed for two full calendar years; otherwise, the prior year's performance bonus provided that the employee was employed for one full calendar year. In such event, all of the employee's unexercised stock options, vested or unvested, will be deemed to have vested and will remain exercisable for a period ending the earlier of one year from the date the employee's employment terminates and the expiry date of such options. The estimated amounts owing to each of the members of management in this scenario will be equal to half of their respective one-year salaries.
(2) Termination following a change of control if a change of control occurs and, at any time during the twelve (12) month period following such change of control, either (i) there occurs a termination of the employee's employment by Gold Mountain, except for a breach in accordance with the employee's employment contract or (ii) the employee resigns employment for good reason, as defined in the employee's employment contract, the employee shall be entitled to receive a lump sum cash payment of an amount equal to the aggregate of: a) twelve (12) months' salary, plus one additional month pay for each year of service from the date of commencement of employment; plus b) the average of the prior two years performance bonus provided that the employee was employed for two full calendar years; otherwise, the prior year's performance bonus provided that the employee was employed for one full calendar year. In such event, all of the employee's unexercised stock options, vested or unvested, will be deemed to have vested and will remain exercisable for a period ending the earlier of one year from the date the employee's employment terminates and the expiry date of such options. The estimated amounts owing to each of the members of management in this scenario will be to one year of their respective one-year salaries.

Director Compensation

The Compensation Committee assists the Board with respect to the establishment of the Corporation's compensation program for its directors. The main objectives of the directors' compensation program are to:

x Compensate the Directors in a manner that is commensurate with the risks and responsibilities assumed in Board and committee membership, and competitive with other comparable issuers; and
x Align the interest of the Directors with the shareholders.

Unlike compensation for the Named Executive Officers, the Directors' compensation program is not designed to pay for performance; rather, directors receive remuneration for their services in the form of equity incentives that vest over time in order to both ensure impartiality and preserve the Company's cash position given its current stage of development. The Compensation committee is mandated to evaluate director compensation on an annual basis.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Corporation's compensation plans under which equity securities of the Corporation were authorized for issuance at the end of the Corporation's financial year ended January 31, 2021.

Plan Category	Number of securities to be issuedupon exercise of outstanding optionsand Fixed Share Awards	Number of securitiesremaining available for futureissuance under equitycompensation plans
Equity compensation plans approved by securityholders	3,348,853 (Options)0 (RSU)	1,564,574
Equity compensation plans not approved bysecurity holders(1)	972,000 (Options)575,000 (RSU)	(1)592,974 (Options)4,225,000 (RSU)(1)

The Company is seeking shareholder approval for the Equity Incentive Plan and the option and RSU grant at the Meeting.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former directors, employees or executive officers of the Corporation or any associate of any such persons were indebted to the Corporation as at January 31, 2021.

None of the current or former directors, employees or executive officers of the Corporation and none of the associates of such persons is or has been indebted to the Corporation or any subsidiary thereof at any time since the beginning of the Corporation's most recently completed fiscal year. Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or a subsidiary thereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, no: (a) director, proposed director or executive officer of the Corporation; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both carrying more than ten percent of the voting rights attached to the Shares outstanding (each, an "Insider"); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation, except with an interest arising from the ownership of Shares, where such person will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Shareholders may contact the Corporation at its office at 1000 – 1285 W. Pender Street, Vancouver, British Columbia, V6E 4B1, to request copies of the Corporation's financial statements and the related Management's Discussion and Analysis (the "MD&A"). Financial information is provided in the Corporation's comparative annual financial statements and MD&A for its most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available at www.sedar.com.

OTHER MATTERS

Other than the above, management of the Corporation knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each Shareholder entitled thereto

and to the appropriate regulatory agencies has been authorized, by the Board.

Dated at Vancouver, British Columbia as of this 9th day of February 2021.

ON BEHALF OF THE BOARD OF DIRECTORS OF

GOLD MOUNTAIN MINING CORP.

"Kevin Smith" Kevin Smith Chief Executive Officer and Director

SCHEDULE A

GOLD MOUNTAIN MINING CORP.

2021 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

ARTICLE 1 ESTABLISHMENT, PURPOSE ANDDURATION

1.1 Establishment of the Plan.

The following is the omnibus equity incentive compensation plan of Gold Mountain Mining Corp. (the "Company") pursuant to which stock-based compensation Awards (as defined below) may be granted to eligible Participants (as defined below). The name of the plan isthe 2021 Omnibus Equity Incentive Compensation Plan (the "Plan").

The Plan permits the grant of Options, Share Appreciation Rights, Restricted Share Units, Deferred Share Units and Performance Share Units (as such terms are defined below). The Plan was approved by the Board (as defined below) on January 14, 2021 and will be effective as of the date the Plan is approved by shareholders of the Company (the "Effective Date") until the earlier of (i) the date it is terminated by the Board in accordance with the Plan, and (ii) 10 years after the Effective Date.

1.2 Purpose of the Plan.

The purposes of the Plan are to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants, (ii) align the interests of Participants with that of other shareholders of the Company generally, and (iii) enable and encourage Participants to participate in the longterm growth of the Company through the acquisition of Shares (as defined below) as long-term investments.

1.3 Successor Plan.

The Plan shall in respect of Options (as defined below) serve as the successor to the Company's 2019 stock option plan (the "Predecessor Plan"), and no further awards shall be made under the Predecessor Plan from and after the Effective Date of the Plan.

ARTICLE 2 DEFINITIONS

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

"Affiliate" means any corporation, partnership or other entity (i) in which the Company, directly or indirectly, has majority ownership interest or (ii) which the Company controls. For the purposes of this definition, the Company is deemed to "control" such corporation, partnership or other entity if the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

"Award" means, individually or collectively, a grant under the Plan of Options, SARs, Deferred Share Units, Restricted Share Units or Performance Share Units, in each case subject to the terms of the Plan.

"Award Agreement" means either (i) a written agreement entered into by the Company or an Affiliate of the Company and a Participant setting forth the terms and provisions applicable to Awards granted under the Plan; or (ii) a written statement issued by the Company or an Affiliate of the Company to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

"BCSA" means the Securities Act (British Columbia), as it may be amended from time to time.

"Blackout Period" means a period of time during which the Participant cannot sell Shares, due to applicable law or policies of the Company in respect of insider trading.

"Board" or "Board of Directors" means the Board of Directors of the Company as may be constituted from time to time.

"Cause" means (i) if the Participant has a written agreement pursuant to which he or she offers his or her services to the Company and the term "cause" is defined in such agreement, "cause" as defined in such agreement; or otherwise (ii) (A) the inability of the Participant to perform his or her duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (B) the failure of the Participant to follow the Company's reasonable instructions with respect to the performance of his or her duties; (C) any material breach by the Participant of his or her obligations under any code of ethics, any other code of business conduct or any lawful policies or procedures of the Company; (D) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of crime or fraud; and (E) any other act or omission of the Participant which would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee.

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

i. a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company as a result of which the holders of Shares prior to the completion of the transaction hold or beneficially own, directly or indirectly, less than 50% of the outstanding Voting Securities of the successor corporation after completion of the transaction;
ii. the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company and/or any of its subsidiaries to any other person or entity, other than a disposition to a wholly-owned subsidiary in the course of a reorganization of the assets of the Company and its subsidiaries;
iii. a resolution is adopted to windup, dissolve or liquidate the Company;
iv. an acquisition by any person, entity or group of persons or entities acting jointly or in concert of beneficial ownership of more than 50% of the Shares; or
v. the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

"Code" means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time.

"Committee" means the Board of Directors or if so delegated in whole or in part by the Board, the Compensation Committee of the Board of Directors, or any other duly authorized committee of the Board appointed by the Board to administer the Plan.

"Company" means Gold Mountain Mining Corp.

"Consultant" has the meaning set out in Policy 4.4 of the TSXV or such replacement definition for so long as the

Shares are listed on the TSXV, and if the Shares are not so listed, shall have the meaning, if any, that applies to a listing of the Shares on such other exchange as the Shares are then listed on.

"Deferred Share Unit" and "DSU" means an Award denominated in units that provides the holder thereof with a right to receive Shares or cash or a combination thereof upon settlement of the Award, granted under and subject to the terms of the Plan.

"Director" means any individual who is a member of the Board of Directors of the Company.

"Disability" means the disability of the Participant which would entitle the Participant to receive disability benefits pursuant to the long-term disability plan of the Company (if one exists) then covering the Participant, provided that the Board may, in its sole discretion, determine that, notwithstanding the provisions of any such long-term disability plan, the Participant is permanently disabled for the purposes of the Plan.

"Dividend Equivalent" means a right with respect to an Award to receive cash, Shares or other property equal in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement, and ifspecifically provided for in the Award Agreement shall be subject to such terms and conditions set forth in the Award Agreement as the Committee shall determine.

"Employee" means any employee or officer of the Company or an Affiliate of the Company. Directors who are not otherwise employed by the Company or an Affiliate of the Company shall not be considered Employees under the Plan.

"FMV" means, unless otherwise required by the rules of the TSXV, a price that is determined by the Committee, provided that such price cannot be less than the last closing price of the Shares on the TSXV less any discount permitted by the rules or policies of the TSXV.

"Fixed Share Award" means any Award of SARs, Deferred Share Units, Restricted Share Units or Performance Share Units, in each case subject to the terms of the Plan.

"Freestanding SAR" means a SAR that is not a Tandem SAR, as described herein.

"Good Reason" a resignation or Retirement following a Change of Control shall be considered to be for good reason if any of the following occur without the consent of the Participant:

i. A substantial and detrimental alteration of his or her position or title or in the nature or status of his or her responsibilities from those in effect immediately prior to the Change of Control,
ii. A reduction of 10% or more of his or her base salary or target bonus and cancellation of applicable compensation plans and the failure to replace those plans with substantially comparable plans;
iii. The failure to continue to provide employment benefits and perquisites comparable to those enjoyed immediately prior to the Change of Control; or
iv. The Participant being relocated to an office or location that is 50 kilometres or more from the current location where he or she is employed.

"Grant Price" means the price against which the amount payable is determined upon exercise of a SAR.

"Insider" shall have the meaning ascribed thereto in Section 1(1) of the BCSA.

"ITA" means the Income Tax Act (Canada), as it may be amended from time to time.

"Market Price" shall have the meaning ascribed thereto in TSXV Policy 1.1;

"Non-Employee Director" means a Director who is not an Employee.

"Notice Period" means any period of contractual notice or reasonable notice that the Company or an Affiliate of the Company may be required at law, by contract or otherwise agrees to provide to a Participant upon termination of employment, whether or not the Company or Affiliate elects to pay severance in lieu of providing notice to the Participant, provided that where a Participant's employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

"Option" means the conditional right to purchase Shares at a stated Option Price for a specified period of time subject to the terms of the Plan.

"Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

"Participant" means an Employee, Non-Employee Director or Consultant who has been selected to receive an Award, or who has an outstanding Award granted under the Plan or the Predecessor Plan.

"Performance Period" means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award.

"Performance Share Unit" and "PSU" means an Award granted under Article 10 and subject to the terms of the Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

"Period of Restriction" means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

"Person" shall have the meaning ascribed to such term in Section 1(1) of the BCSA.

"Promoter" shall have the meaning ascribed to such term in Section 1(1) of the BCSA.

"Restricted Share Unit", "Restricted Stock Unit" and "RSU" means an Award denominated in units subject to a Period of Restriction, with a right to receive Shares or cash or a combination thereof upon settlement of the Award, granted under Article 8 and subject to the terms of the Plan.

"Retirement" or "Retire" means a Participant's permanent withdrawal from employment or office with the Company or an Affiliate of the Company on terms and conditions accepted and determined by the Board.

"Share Appreciation Right" or "SAR" means the conditional right to receive the difference between the FMV of a Share on the date of exercise over the Grant Price, pursuant to the terms of Article 7 and subject to the terms of the Plan.

"Shares" means common shares of the Company.

"Tandem SAR" means a SAR that the Committee specifies is granted in connection with a related Option pursuant to Article 7 and subject to the terms of the Plan, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be cancelled) or a SAR that is granted in tandem with an Option but the exercise of such Option does not cancel the

SAR, but rather results in the exercise of the related SAR. Regardless of whether an Option is granted coincident with a SAR, a SAR is not a Tandem SAR unless so specified by the Committee at the time of grant.

"Termination Date" means the date on which a Participant ceases to be eligible to participate under the Plan as a result of a termination of employment, officer position, board service or consulting arrangement with the Company or any Affiliate of the Company for any reason, including death, Retirement, resignation or termination with or without Cause. For the purposes of the Plan, a Participant's employment, officer position, board service or consulting arrangement with the Company or an Affiliate of the Company shall be considered to have terminated effective on the last day of the Participant's actual and active employment, officer position or board or consulting service with the Company or the Affiliate whether such day is selected by agreement with the individual, unilaterally by the Company or the Affiliate and whether with or without advance notice to the Participant. For the avoidance of doubt, no period of notice or pay in lieu of notice that is given or that ought to have been given under applicable law in respect of such termination of employment that follows or is in respect of a period after the Participant's last day of actual and active employment shall be considered as extending the Participant's period of employment for the purposes of determining his or her entitlement under the Plan.

"TSXV" means the TSX Venture Exchange and at any time the Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee.

"U.S. Participants" means those Participants that are United States taxpayers.

"Voting Securities" shall mean any securities of the Company ordinarily carrying the right to vote at elections of directors and any securities immediately convertible into or exchangeable for such securities.

ARTICLE 3 ADMINISTRATION

3.1 General.

The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Company, and all other interested parties. No member of the Committee will be liable for any action or determination taken or made in good faith with respect to the Plan or Awards granted hereunder. Each member of the Committee shall be entitled to indemnification by the Company with respect to any such determination or action in the manner provided for by the Company and its subsidiaries.

3.2 Authority of the Committee.

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to orin connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, whether Awards payout in cash or Shares where applicable, determining any performance goals applicable to Awards and whether such performance goals have been achieved, and, subject to Article 14, adopting modifications and amendments to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Company and its Affiliates operate.

3.3 Delegation.

The Committee may delegate to one or more of its members any of the Committee's administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

ARTICLE 4

SHARES SUBJECTTOTHEPLANANDMAXIMUM AWARDS

4.1 Maximum Number of Shares Available for Awards.

(a) The maximum number of Shares issuable pursuant to Options issued under the Plan shall be equal to 10% of the then outstanding Shares on a rolling basis. To the extent that an Option lapses, is exercised or the rights of its Participant terminate or are paid out in cash (except in the case of Options which cannot be paid out in cash), any Shares subject to such Option shall again be available for the grant of an Option.
(b) The maximum number of Shares issuable pursuant to Fixed Share Awards shall be 4,800,000, exclusive of the Options issued pursuant to section 4.1.

4.2 Award Grants to Individuals.

The maximum number of Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Shares, calculated on the date an Award is granted to the Participant, unless the Company obtains disinterested shareholder approval asrequired by the policies of the TSXV.
The maximum number of Shares for which Awards may be issued to any Consultant in a 12-month period or persons(in the aggregate)shall not exceed 2% of the outstanding Shares, calculated on the date an Award is granted to the Consultant or any such person, as applicable.
The maximum number of Shares for which Options may be issued to all Participants (in the aggregate) retained to provide Investor Relations Activities (as defined by the TSXV) shall not exceed 2% of the outstanding Sharesin any 12-month period, calculated on the date an Award is granted to the Consultant or any such person, and in no event shall a Participant retained to provide Investor Relations Activities be granted Awards other than Options.
The maximum number of Shares subject to Fixed Share Awards shall not exceed the Fixed Share Awards Limit unless the Company obtains disinterested shareholder approval as required by the policies of the TSXV.

4.3 Award Grants to Insiders.

Unless disinterested shareholder approval, as required by the policies of the TSXV, is obtained: (i) the maximum number of Shares for which Awards may be issued to Insiders (as a group) at any point in time shall not exceed 10% of the outstanding Shares and (ii) the aggregate number of Awards granted to Insiders (as a group), within any 12-month period, shall not exceed 10% of the outstanding Shares, calculated at the date an Award is granted to any Insider.

4.4 Adjustments in Authorized Shares.

In the event of any corporate event or transaction (collectively, a "Corporate Reorganization") (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spinoff or other distribution of stock or property othe Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or

transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the limit on issuing Awards other than Options granted with an Option Price equal to at least the FMV of a Share on the date of grant or Share Appreciation Rights with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to the Plan, as are equitably necessary to prevent dilution or enlargement of Participants' rights under the Plan that otherwise would result from such corporate event or transaction. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan and the applicable Award Agreement) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

Subject to the provisions of Article 12 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under the Plan in connection with any Corporate Reorganization, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

4.4 Exchange Hold Period

A four-month resale restriction will be imposed on the following:

(a) Awards issued to:
- a. Directors, officers and Promoters;
- b. To Persons holding securities carrying more than 10% of the voting rights attached to the Shares;
(b) Fixed Price Awards issued to any Person at a price or deemed price that is at a discount of more than 10% to the applicable Market Price; and
(c) Options granted to any Person with an exercise price that is less than the applicable Market Price.

ARTICLE 5 ELIGIBILITY ANDPARTICIPATION

5.1 Eligibility.

Awards under the Plan shall be granted only to bona fide Employees, Non-Employee Directors and Consultants.

5.2 Actual Participation.

Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Employees, Non-Employee Directors and Consultants, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award.

ARTICLE 6 STOCKOPTIONS

6.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time asshall be determined by the Committee in its discretion.

6.2 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions, if any, upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

6.3 Option Price.

The Option Price for each grant of an Option under the Plan shall be determined by the Committee and shall be specified in the Award Agreement. The Option Price for an Option shall be not less than the FMV of the Shares on the date of grant.

6.4 Vesting of Options.

Unless otherwise specified in an Award Agreement, and subject to any provisions of the Plan or the applicable Award Agreement relating to acceleration of vesting of Options, Options shall vest equally over a four year period such that 1/4 of the Options shall vest on the first, second, third and fourth anniversary dates of the date that the Options were granted.

6.5 Duration of Options.

Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, that, subject to section 6.6, no Option shall be exercisable later than the seventh anniversary date of its grant.

6.6 Blackout Periods.

If the date on which an Option is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such Option shall be extended to the last day of such 10 business day period.

6.7 Exercise of Options.

Options granted under this Article 6 shall be exercisable atsuch times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

6.8 Payment.

Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment of the Option Price.

The Option Price upon exercise of any Option shall be payable to the Company in full in cash, certified cheque or wire transfer (plus applicable taxes thereon in accordance with Article 15 herein).

As soon as practicable after receipt of a notification of exercise and full payment of the Option Price, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable common shares of the Company. As of the business day the Company receives such notice and such payment, the Participant (or the person claiming through a Participant, as the case may be) shall be entitled to be entered on the share register of the Company as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter, but in any event, on or before the fifteenth day of the third month of the year following the year in which the Option was exercised, a certificate or evidence of book entry representing the said number of Shares. The Company shall cause to be delivered to or to the direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s).

6.9 Death, Disability, Retirement and Termination or Resignation of Employment.

If the Award Agreement does not specify the effect of a termination or resignation of employment then the following default rules will apply:

Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate of the Company:

(i) all unvested Options as at the Termination Date shall automatically and immediately vest; and
(ii) all vested Options (including those that vested pursuant to paragraph (i) above) shall continue to be subject to the Plan and exercisable for a period of 90 days after the Termination Date, provided that any Options that have not been exercised within 90 days after the Termination Date shall automatically and immediately expire and be forfeited on such date.

Disability: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their Disability then all Options remain and continue to vest (and are exercisable) in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.

Retirement: If a Participant Retires then the Board shall have the discretion, with respect to such Participant's Options, to determine: (i) whether to accelerate vesting of any or all of such Options, (ii) whether any of such Options shall be cancelled, with or without payment, and (iii) how long, if at all, such Options may remain outstanding following the Termination Date; provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date.

Termination for Cause: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their termination for Cause, then all Options, whether vested or not, as at the Termination Date shall automatically and immediately expire and be forfeited.

Termination without Cause or Voluntary Resignation: If a Participant ceases to be eligible to be a Participant under the Plan for any reason, other than as set out in Sections 6.9(a) to and including 6.9(d), then, unless otherwise determined by the Board in its sole discretion, as of the Termination Date:

(i) all unvested Options shall automatically and immediately expire and be forfeited, and

(ii) all vested Options shall continue to be subject to the Plan and exercisable for a period of 90 days after the Termination Date, provided that any Options that have not been exercised within 90 days after the Termination Date shall automatically and immediately expire and be forfeited on such date.

6.10 Nontransferability of Options.

An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under this Article 6 shall be exercisable during such Participant's lifetime only by such Participant.

ARTICLE 7 SHARE APPRECIATION RIGHTS

7.1 Grant of SARs.

Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time and upon such terms as shall be determined by the Committee in its discretion. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.

The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The Grant Price may be based on one hundred percent (100%) of the FMV of the Shares on the date of grant, or set at a premium to the FMV of the Shares on the date of grant, or be indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion, provided that the Grant Price may never be less than the FMV of the Shares on the date of Grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.

7.2 SAR Agreement.

Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and any such other provisions as the Committee shall determine.

7.3 Term of SAR.

The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and subject to section 7.4, no SAR shall be exercisable later than the seventh (7th) anniversary date of its grant.

7.4 Blackout Periods.

If the date on which a SAR is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such SAR shall be extended to the last day of such 10 business day period.

7.5 Exercise of Freestanding SARs.

Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.

7.6 Exercise of Tandem SARs.

With respect to Participants who are notsubject to taxation under the ITA, Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the

equivalent portion of the related Option, if applicable. With respect to Participants subject to taxation under the ITA, prior to exercising a Tandem SAR the Participant must elect to receive the Tandem SAR in consideration for the disposition of that Participant's right to receive Shares under the Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.

7.7 Payment of SAR Amount.

Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount representing the difference between the FMV of the underlying Shares on the date of exercise over the Grant Price. At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares of equivalent value (based on the FMV of the Shares on the date of exercise of the SAR, as defined in the Award Agreement or otherwise defined by the Committee thereafter), in some combination thereof, or in any other form approved by the Committee at its sole discretion. Payment shall be made no earlier than the date of exercise nor later than 2 1 /2 months after the close of the year in which the SAR is exercised. The Committee's determination regarding the form of SAR payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the SAR.

7.8 Termination of Employment.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant's employment or other relationship with the Company or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination, provided that such provisions shall comply with the rules of the TSXV.

7.9 Nontransferability of SARs.

A SAR granted under the Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all SARs granted to a Participant under the Plan shall be exercisable during such Participant's lifetime only by such Participant.

ARTICLE 8 RESTRICTED SHARE UNITS

8.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine. All Restricted Share Units shall be dealt with by the Committee in accordance with Policy 4.4 – Incentive Stock Options of the Corporate Finance Manual of the TSXV.

8.2 Restricted Share Unit Agreement.

Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, whether such Restricted Share Unit is settled in cash, Shares or a combination thereof or if the form of payment is reserved for later determination by the Committee, and any such other provisions asthe Committee shall determine, provided that unless otherwise determined by the Committee or as set out in any Award Agreement, no Restricted Share Unit shall vest later than three years after the date of grant. The Committee shall impose, in the Award Agreement at the time of grant, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to the Plan as it may deem advisable, including, without limitation, restrictions based upon the achievement of specific performance criteria, time-based restrictions on vesting following the attainment of the performance criteria,

time-based restrictions, restrictions under applicable laws or under the requirements of the TSXV.

8.3 Vesting of Restricted Share Units.

Unless otherwise specified in an Award Agreement, and subject to any provisions of the Plan or the applicable Award Agreement relating to acceleration of vesting of Restricted Share Units, Restricted Share Units shall vest equally over a three year period such that 1/3 of the Restricted Share Units granted in an Award shall vest on the first, second and third anniversary dates of the date that the Award was granted, and provided that no Restricted Share Unit granted shall vest and be payable after December 31 of the third calendar year following the year of service for which the Restricted Share Unit was granted.

8.4 Black Out Periods.

If the date on which a Restricted Share Unit is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such Award shall be extended to the last day of such 10 business day period.

8.5 Nontransferability of Restricted Share Units.

The Restricted Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the date of settlement through delivery or other payment, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement at the time of grant or thereafter by the Committee. All rights with respect to the Restricted Share Units granted to a Participant under the Plan shall be available during such Participant's lifetime only to such Participant.

8.6 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares or Restricted Share Units

8.7 Death, Disability, Retirement and Termination or Resignation of Employment.

If the Award Agreement does not specify the effect of a termination or resignation of employment then the following default rules will apply:

an Affiliate: Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or

(i) all unvested Restricted Share Units as at the Termination Date shall automatically and immediately vest; and
(ii) all vested Restricted Share Units (including those that vested pursuant to paragraph (i) above) shall be paid to the Participant's estate in accordance with the terms of the Plan and the Award Agreement.

Disability: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their Disability, then all Restricted Share Units remain and continue to vest in accordance with the terms of

the Plan for a period of 12 months after the Termination Date, provided that any Restricted Share Units that have not vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.

Retirement: If a Participant Retires then the Board shall have the discretion, with respect to such Participant's Restricted Share Units, to determine: (i) whether to accelerate vesting of any or all of such Restricted Share Units, (ii) whether any of such Restricted Share Units shall be cancelled, with or without payment, and (iii) how long, if at all, such Restricted Share Units may remain outstanding following the Termination Date; provided, however, that in no event shall such Restricted Share Units remain outstanding for more than 12 months after the Termination Date. Notwithstanding the above, for U.S. Participants, the treatment of Restricted Share Units upon retirement shall be provided for in the Award Agreement.

Termination for Cause: If a Participant ceases to be eligible to be a Participant under the Plan as a result of their termination for Cause, then all Restricted Share Units, whether vested or not, as at the Termination Date shall automatically and immediately be forfeited.

Termination without Cause or Voluntary Resignation: If a Participant ceases to be eligible to be a Participant under the Plan for any reason, other than as set out in Sections 8.7(a) to and including 8.7(d), then, unless otherwise determined by the Board in its sole discretion, as of the Termination Date:

(i) all unvested Restricted Share Units shall automatically and immediately be forfeited, and
(ii) all vested Restricted Share Units shall be paid to the Participants in accordance with the terms of the Plan and the Award Agreement.

8.8 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units become payable, the Participant issued such Restricted Share Units shall be entitled to receive payment from the Company in settlement of such Restricted Share Units: (i) in cash, in an amount equal to the product of the FMV of a Share on the applicable settlement date multiplied by the number of Restricted Share Units being settled, (ii) in a number of Shares (issued from treasury) equal to the number of Restricted Share Units being settled, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Committee at its sole discretion. The Committee's determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Restricted Share Units. In the event settlement is made by payment in cash, such payment shall be made by the earlier of (i) 2 1 /2 months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31 of the third year following the year of the grant date.

ARTICLE 9 DEFERRED SHARES UNITS

9.1 Grant of Deferred Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine. All Deferred Share Units shall be dealt with by the Committee in accordance with Policy 4.4 – Incentive Stock Options of the Corporate Finance Manual of the TSXV.

9.2 Deferred Share Unit Agreement.

Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number

of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of the TSXV, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Deferred Share Units.

9.3 Nontransferability of Deferred Share Units.

The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant's lifetime only to such Participant.

9.4 Black Out Periods.

If the date on which a Deferred Share Unit is scheduled to expire occurs during, or within 10 business days after the last day of a Black Out Period applicable to such Participant, then the expiry date for such Award shall be extended to the last day of such 10 business day period.

9.5 Dividends and Other Distributions.

Participants holding Deferred Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares or Deferred Share Units.

9.6 Termination of Employment, Consultancy or Directorship.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following termination of the Participant's employment or other relationship with the Company or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination, provided that provisions shall comply with applicable rules of the TSXV.

9.7 Payment in Settlement of Deferred Share Units.

When and if Deferred Share Units become payable, the Participant issued such Deferred Share Units shall be entitled to receive payment from the Company in settlement of such Deferred Share Units: (i) in cash, in an amount equal to the product of the FMV of a Share on the applicable settlement date less the stipulated purchase price for the Deferred Share Units being settled, if any, multiplied by the number of Deferred Share Units being settled, (ii) in a number of Shares (issued from treasury) equal to the number of Deferred Share Units being settled, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Committee at its sole discretion. The Committee's determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Deferred Share Units.

ARTICLE 10 PERFORMANCE SHAREUNITS

10.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

10.2 Value of Performance Share Units.

Each Performance Share Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Share Unit that will be paid to the Participant.

10.3 Earning of Performance Share Units.

Subject to the terms of the Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Company shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

10.4 Form and Timing of Payment of Performance Share Units.

Payment of earned Performance Share Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Share Units in the form of: (i) cash equal to the value of the earned Performance Share Units at the end of the applicable Performance Period, (ii) a number of Shares issued from treasury equal to the number of earned Performance Share Units at the end of the applicable Performance Period, or (iii) in a combination thereof. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout ofsuch Awards shall be set forth in the Award Agreement for the grant of the Award or reserved for later determination.

10.5 Dividends and Other Distributions.

Participants holding Performance Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares or Performance Share Units.

10.6 Termination of Employment, Consultancy or Directorship.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Share Units following termination of the Participant's employment or other relationship with the Company or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be

uniform among all Performance Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with applicable rules of the TSXV.

10.7 Non-transferability of Performance Share Units.

Performance Share Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, a Participant's rights under the Plan shall inure during such Participant's lifetime only to such Participant.

ARTICLE 11 BENEFICIARY DESIGNATION

11.1 Beneficiary.

A Participant's "beneficiary" is the person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant's death. A Participant may designate a beneficiary or change a previous beneficiary designation at such times as prescribed by the Committee and by using such forms and following such procedures approved or accepted by the Committee for that purpose. If no beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant's death, the beneficiary shall be the Participant's estate.

11.2 Discretion of the Committee.

Notwithstanding the provisions above, the Committee may, in its discretion, after notifying the affected Participants, modify the foregoing requirements, institute additional requirements for beneficiary designations, or suspend the existing beneficiary designations of living Participants or the process of determining beneficiaries under this Article 11, or both, in favor of another method of determining beneficiaries.

ARTICLE 12 RIGHTS OFPERSONSELIGIBLETOPARTICIPATE

12.1 Employment.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or an Affiliate of the Company to terminate any Participant's employment, consulting or other service relationship with the Company or the Affiliate at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Company or the Affiliate.

Neither an Award nor any benefits arising under the Plan shall constitute part of an employment or service contract with the Company or an Affiliate of the Company, and, accordingly, subject to the terms of the Plan, the Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Company or its Affiliates for severance payments or otherwise, except as provided in the Plan.

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Company and an Affiliate or among Affiliates of the Company, shall not be deemed a termination of employment. The Committee may provide, in a Participant's Award Agreement or otherwise, the conditions under which a transfer of employment to an entity that is spun off from the Company or an Affiliate of the Company shall not be deemed a termination of employment for purposes of an Award.

12.2 Participation.

No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

12.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the holder of such Shares.

ARTICLE 13 CHANGE OFCONTROL

13.1 Change of Control and Termination of Employment.

Subject to Section 13.2, if there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, on the Termination Date, if the Participant is an Employee, officer or a Director and their employment, or officer or Director position is terminated or they resign for Good Reason within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required.

13.2 Discretion to Board.

Notwithstanding any other provision of the Plan, in the event of an actual or potential Change of Control, the Board may, in its sole discretion, without the necessity or requirement for the agreement of any Participant: (i) accelerate, conditionally or otherwise, on such terms as it sees fit (including, but not limited to those set out in paragraphs (iii) and (iv) below), the vesting date of any Awards, (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit, (iii) otherwise amend or modify the terms of any Awards, including for greater certainty by (1) permitting Participants to exercise or redeem any Awards to assist the Participants to participate in the actual or potential Change of Control, or (2) providing that any Awards exercised or exercised shall be exercisable or redeemed for, in lieu of Shares, such property (including shares of another entity or cash) that shareholders of the Company will receive in the Change of Control, and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised or redeemed prior to the successful completion of such Change of Control.

13.3 Non-Occurrence of Change of Control.

In the event that any Awards are conditionally exercised pursuant to Section 13.2 and the Change of Control does not occur, the Board may, in its sole discretion, determine that any (i) Awards so exercised shall be reinstated as the type of Award prior to such exercise, and (ii) Shares issued be cancelled and any exercise or similar price received by the Company shall be returned to the Participant.

13.4 Agreement with Purchaser in a Change of Control.

In connection with a Change of Control, the Board may be permitted to condition any acceleration of vesting on the Participant entering into an employment, confidentiality or other agreement with the purchaser as the Board deems appropriate.

ARTICLE 14 AMENDMENT ANDTERMINATION

14.1 Amendment and Termination.

The Board may, at any time, suspend or terminate the Plan. Subject to compliance with any applicable law, including the rules of the TSXV, the Board may also, at any time, amend or revise the terms of the Plan and any Award Agreement. No such amendment of the Plan or Award Agreement may be made if such amendment would materially and adversely impair any rights arising from any Awards previously granted to a Participant under the Plan without the consent of the Participant or the representatives of his or her estate, as applicable.

14.2 Reduction of Option Price or Grant Price.

Disinterested shareholder approval as required by the policies of the TSXV shall be obtained for any reduction in the Option Price of an Option or the Grant Price of a SAR if the Participant is an Insider of the Company at the time of the proposed amendment.

ARTICLE 15 WITHHOLDING

15.1 Withholding.

The Company or any of its Affiliates shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or the Affiliate, an amount sufficient to satisfy federal, provincial and local taxes or domestic or foreign taxes required by law or regulation to be withheld with respect to any taxable event arising from or as a result of the Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Company withhold and sell Shares or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies.

15.2 Acknowledgement.

Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company. Participant further acknowledges that the Company: (i) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of the Plan, and (ii) does not commit to and is under no obligation to structure the terms of the Plan to reduce or eliminate Participant's liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Company may be required to withhold or account for taxes in more than one jurisdiction.

ARTICLE 16 SUCCESSORS

Any obligations of the Company or its Affiliates under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company or its Affiliates, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Company or the Affiliate, as applicable.

ARTICLE 17 GENERAL PROVISIONS

17.1 Delivery of Title.

prior to: The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan

Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Company determines to be necessary or advisable.

17.2 Investment Representations.

The Committee may require each Participant receiving Shares pursuant to an Award under the Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

17.3 Uncertificated Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis to the extent not prohibited by applicable law or the rules of the TSXV.

17.4 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

17.5 Other Compensation and Benefit Plans.

Nothing in the Plan shall be construed to limit the right of the Company or an Affiliate of the Company to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant's rights under any such other plan, policy, program or arrangement.

17.6 No Constraint on Corporate Action.

Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect the Company's or its Affiliates' right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Company or its Affiliates to take any action which such entity deems to be necessary or appropriate.

17.7 Compliance with Canadian Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

17.8 Compliance with U.S. Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to the registration requirements of the U.S. Securities Act of 1933, as amended or an exemption from such registration requirements. If the Awards or Shares are not so registered and no such registration exemption is available, the Company shall not be required to issue any Shares otherwise issuable hereunder.

ARTICLE 18 LEGAL CONSTRUCTION

18.1 Gender and Number.

Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

18.2 Severability.

In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

18.3 Requirements of Law.

The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Company or an Affiliate of the Company shall receive the consideration required by law for the issuance of Awards under the Plan.

The inability of the Company or an Affiliate of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company or the Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Company or the Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18.4 Governing Law.

The Plan and each Award Agreement shall be governed by the laws of the Province of British Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

18.5 Compliance with Section 409A of the Code.

To the extent the Plan is applicable to a particular Participant subject to the Code, it is intended that the Plan and any Awards made hereunder shall not provide for the payment of "deferred compensation" within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause such a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. The Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent.

To the extent that any amount or benefit in favour of a Participant who is subject to the Code would constitute "deferred compensation" for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant's disability or separation from service, such amount or benefit will not be payable

or distributable to the Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of "change in control event," "disability," or "separation from service," as the case may be, in Section 409A of the Code and applicable proposed or final Treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code. This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under the Plan or any Award Agreement.

The Committee shall use its reasonable discretion to determine the extent to which the provisions of this Article 18.5 will apply to a Participant who is subject to taxation under the ITA.

SCHEDULE B GOLD MOUNTAIN MINING CORP. (the "Company")

AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors to which the board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.

The audit committee will:

(a) review and report to the board of directors of the Company on the following before they are published:
- (i) the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102) of the Company, and
- (ii) the auditor's report, if any, prepared in relation to those financial statements;
(b) review the Company's annual and interim earnings press releases before the Company publicly discloses this information;
(c) satisfy itself that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements and periodically assess the adequacy of those procedures;
(d) recommend to the board of directors:
- (i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, and
- (ii) the compensation of the external auditor;
(e) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
(f) monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established;
(g) monitor the management of the principal risks that could impact the financial reporting of the Company;
(h) establish procedures for:
- (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and
- (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
(i) pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor;
(j) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

and

(k) with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and Chief Financial Officer to comply with Multilateral Instrument 52-109.

Composition of the Committee

The committee will be composed of three directors from the Company's board of directors, the majority of whom must be independent as defined in National Instrument 52-110.

All members of the committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the committee is not financially literate as required, the person will be provided a three month period in which to achieve the required level of literacy.

Authority

The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors.

The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

Reporting

The reporting obligations of the committee will include:

1. reporting to the board of directors on the proceedings of each committee meeting and on the committee's recommendations at the next regularly scheduled directors' meeting; and
1. reviewing, and reporting to the board of directors on its concurrence with, the disclosure required by Form 52-110F2 in any management information circular prepared by the Company.

SCHEDULE C

ALTERATION TO ARTICLES - ADVANCED NOTICE PROVISIONS

28. Nomination of Directors

28.1 Subject only to the Business Corporations Act (British Columbia) (the "Act"), applicable securities laws and the articles of the Corporation, only persons who are nominated in accordance with the procedures set out in this Policy shall be eligible for election as directors to the board of directors (the "Board") of the Corporation. Nominations of persons for election to the Board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:
- (a) by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;
- (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of Act or a requisition of shareholders made in accordance with the provisions of the Act; or
- (c) by any person entitled to vote at such meeting (a "Nominating Shareholder"), who: (A) is, at the close of business on the date of giving notice provided for in Section 1.3 below and on the record date for notice of such meeting, either entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) has given timely notice in proper written form as set forth in this Policy.
28.2 For the avoidance of doubt, the foregoing Section 1 shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation.
28.3 In addition to any other applicable requirement, for a nomination made by a Nominating Shareholder to be timely notice (a "Timely Notice"), the Nominating Shareholder's notice must be received by the corporate secretary of the Corporation at the principal executive offices of the Corporation:

(a) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than the close of business on the 30th day prior to the meeting; provided, however, if the date (the "Notice Date") on which the first public announcement made by the Corporation of the date of the annual meeting is less than 50 days prior to the meeting date, not later than the close of business on the 10th day following the Notice Date;

(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting is made by the Corporation;

28.4 To be in proper written form, a Nominating Shareholder's notice to the corporate secretary mustcomply with this Policy and disclose or include, as applicable:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee"):
(i) their name, age, business and residential address;
(ii) the principal occupation, business or employment both presently and for the past five years;
(iii) whether the Proposed Nominee is a "resident Canadian" within the meaning of the Act;
(iv) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
(v) a description of any relationships, agreements, arrangements, or understandings (including financial, compensation or indemnity related) between the Proposed Nominee or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder, in connection with the Proposed Nominee's nomination and election as director; and
(vi) any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or applicable securities law;
28.5 as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made:
- (i) their name, business and residential address;
- (ii) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
- (iii)their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person's economic interest in a security of the Corporation or the person's economic exposure to the Corporation;
- (iv) full particulars of any proxy, contract, arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the board; and
- (v) any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations

of proxies for election of directors pursuant to the Act or as required by applicable securities law;

Reference to "Nominating Shareholder" in this Section 1.4 shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

28.6 Any notice, or other document or information required to be given to the corporate secretary pursuant to this Policy may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the corporate secretary for purposes of this notice), and shall be deemed to have been received and made only at the time it is served by personal delivery to the corporate secretary at the address of the principal executive offices of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
28.7 For the purposes of section 28, "public announcement" means disclosure in a press release disseminated by the Corporation through a national news service in Canada, or in a document filed by the Corporation for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

AI assistant

Gold Mountain Mining Corp. — AGM Information 2021

47810_rns_2021-02-17_0fb1f637-9cdb-4a18-b264-2530ede8b730.pdf

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

GOLD MOUNTAIN MINING CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

virtually by way of telephone conference call by first dialing in 1-778-907-2071. Meeting ID is 863 5931 2562 and Passcode is 328280.

DISCLAIMER

GOLD MOUNTAIN MINING CORP.

GOLD MOUNTAIN MINING CORP.

INFORMATION CIRCULAR February 9th, 2020

INTRODUCTION

Date and Currency

PROXIES AND VOTING RIGHTS

Management Solicitation

Appointment of Proxy

Revocation of Proxies

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

Notice and Access

Notice to Non-Objecting Beneficial Shareholders

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

BUSINESS TO BE TRANSACTED AT THE MEETING

Election of Directors

Cease Trade Orders

Personal Bankruptcies

Appointment of Auditor

External Auditor Service Fees

Equity Incentive Plan

Resolutions Approving the Corporation's Equity Incentive Plan

"BE IT RESOLVED THAT:

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Equity Incentive Plan.

Restricted Share Unit and Option Grant

Option Grant

RSU Grant

Approval of RSU Grant and Option Grant

RSU Grant and Option Grant Resolution

"BE IT RESOLVED THAT:

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Option Grant and the RSU Grant.

Approval of Bonus Shares

"BE IT RESOLVED THAT:

Unless otherwise instructed, the management proxyholders appointed pursuant to the accompanying form of proxy will vote "FOR" the approval of the Bonus Shares Resolution.

Advanced Notice Provision

Advance Notice Provision Resolution

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

CORPORATE GOVERNANCE

General

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Composition and Operation of the Board

Nomination of Directors

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Compensation Committee

Other Board Committees

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Compensation Governance

Philosophy and Objectives

Elements of Executive Compensation

Risks

Compensation of Named Executive Officers and Directors

Notes:

Employment, Consulting and Management Agreements

Kevin Smith - Chief Executive Officer

Baydon Hobbs – Chief Financial Officer

Grant Carlson – Chief Operating Officer

Gold Mountain Mining Corp. AGM Information 2021