Gold Strategy Inc. — AGM Information 2021

May 4, 2021

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

OF KARAM MINERALS INC.

Dated Effective April 23, 2021

KARAM MINERALS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders of Karam Minerals Inc. (the “ Company ”) will be held at 3:00 p.m. PDT on Thursday, May 27, 2021, at 789 West Pender Street, Vancouver, British Columbia, V6C 1H2 for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal years ended June 30, 2020 and 2019, together with the auditors’ reports thereon;

2. to set the number of directors at four (4);

3. to elect directors for the ensuing year;

4. to appoint Smythe LLP as the auditors for the Company for the ensuing year and to authorize the directors to fix their remuneration;

5. to pass an ordinary resolution to approve the Company’s stock option plan; and

6. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the information circular (the “ Circular ”), which is attached to this Notice of Meeting. Shareholders may be asked to consider other items of business that may be properly brought before the meeting.

Accompanying the Notice of Meeting is a proxy or voting instruction form (“ VIF ”), as applicable, enabling you to vote at the Meeting. Please review the Circular prior to voting.

Dated at Vancouver, British Columbia, this 23rd day of April, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS

“Kelvin Lee” Kelvin Lee CFO and Director

KARAM MINERALS INC.

Management Information Circular

Dated: April 23, 2021

This management information circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Karam Minerals Inc. (the “ Company ”) for use at the annual general and special meeting (the “ Meeting ”) of shareholders of the Company to be held at 3:00 p.m. PDT on Thursday, May 27, 2021, at 789 West Pender Street, Vancouver BC, V6C 1H2 and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting.

The board of directors of the Company (the “ Board of Directors ”) has fixed the record date for the Meeting as of the close of business on April 22, 2021 (the “ Record Date ”). Shareholders holding common shares of the Company (each, a “ Share ”) as of the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers or regular employees of the Company, none of whom will receive extra compensation for these activities. The cost of this solicitation will be borne by the Company.

If you are a Registered Shareholder, you can vote in person at the Meeting or by proxy as explained below. If you are a Beneficial Shareholder, follow the instructions provided by your Intermediary.

Appointment of Proxies

As a Registered Shareholder, you may wish to vote by proxy whether or not you are able to attend the Meeting in person.

The persons named in the accompanying form of proxy (the “ Proxy ”) are directors or officers of the Company. A shareholder has the right to appoint a person (who need not be a shareholder of the Company) to attend and represent him or her at the Meeting, other than those persons named in the enclosed form of proxy. A shareholder who wishes to appoint some other person to present him or her at the Meeting may do so either by inserting that other person's name in the blank space provided in the form of proxy and signing the form of proxy, or by completing another proper form of proxy.

Registered Shareholders electing to submit a proxy may do so by:

• (a) completing, dating and signing the Proxy or some other suitable form of proxy and returning it by mail to the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”) at 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9; or

• (b) calling 1-866-732-8683 and following the instructions; or

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• (c) using the Internet through the website at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the proxy for the Shareholder’s account number and the proxy access number.

The proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or the adjournment thereof at which the proxy is to be used.

Voting by Proxy

Your Shares will be voted for or against or withheld from voting on each item listed on the proxy in accordance with your instructions on your proxy.

If you do not specify how you want to vote on any item listed on the Proxy, the directors or officers named in the Proxy will vote the Shares represented by the proxy FOR the approval of that item.

If you choose to appoint someone other than the directors or officers named in the Proxy to vote on your behalf at the Meeting, he or she will vote your Shares in accordance with your instructions. On items for which you do not specify how you want to vote, your proxyholder will vote your Shares as he or she sees fit.

The Proxy also gives discretionary authority to the proxyholder, whether a director or officer of the Company or a person named by you, to vote your Shares as he or she sees fit on any other matter that may properly come before the Meeting.

Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders are non-registered holders whose Shares are not registered in their own names (“Beneficial Shareholders”).

The Shares of a Beneficial Shareholder will be registered in the name of one of the following:

• (a) an intermediary that you deal with in respect of your Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

• (b) a clearing agency (such as The Canadian Depository for Securities Limited in Canada or Cede & Co. in the United States) of which your intermediary is a participant,

all of which are referred to as " Intermediaries " in this Circular.

NI 54-101 requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Without specific instructions, Intermediaries are prohibited from voting Shares held for Beneficial Shareholders. The various Intermediaries have their own mailing procedures and provide their 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 voting instruction form supplied to a Beneficial Shareholder by its Intermediary is substantially similar to the form of proxy

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provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the Intermediary) how to vote on behalf of the Beneficial Shareholder.

The vast majority of Intermediaries now delegate responsibility of obtaining voting instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form (“ VIF ”), mails the VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate their voting instructions to Broadridge (by way of the Internet or telephone, for example). 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 who receives a Broadridge VIF cannot use the VIF to vote shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted.

If you are a Beneficial Shareholder who has received a VIF and you wish to attend the Meeting or have someone else attend on your behalf, you may complete the appointment section of the VIF, inserting the name of the person (yourself or someone else) whom you wish to appoint to attend and vote your Shares at the Meeting. Beneficial Shareholders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered. If you have any questions respecting the voting of shares held through your broker or other Intermediary, please contact your broker or other Intermediary for assistance.

Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities that they own (“ Objecting Beneficial Owners ” or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ Non-Objecting Beneficial Owners ” or “ NOBOs ”).

NI 54-101 permits the Company to obtain a list of its NOBOs from Intermediaries via its transfer agent, and to send Meeting materials to NOBOs directly or indirectly. The Company has elected to send Meeting materials directly to NOBOs. It may retain the services of its transfer agent to handle the mailing of Meeting materials to NOBOs and the tabulation of votes received from NOBOs. Pursuant to NI 54-101, the Company advises as follows:

By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Meeting materials will not be sent to OBOs directly by the Company, and the Company does not intend to pay for any Intermediary to deliver Meeting materials to OBOs. Accordingly, OBOs will not receive the Meeting materials unless their Intermediary assumes the costs of delivery.

Revocation of Proxy

A Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a Registered Shareholder or its attorney authorized in writing may revoke a proxy by an instrument in writing, including a proxy bearing a later

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date. The instrument revoking the proxy must be deposited with the offices of Computershare at 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9 not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the Meeting (or an adjournment of the Meeting at which the proxy is to be used), or with the chair of the Meeting on the day of the Meeting. Any revocation made or delivered at the Meeting or any adjournment thereof will be valid only with respect to matters not yet dealt with at the time such revocation is received by the chairman or the scrutineer of the Meeting.

Only Registered Shareholders have the right to revoke a proxy. A Beneficial Shareholder who wishes to change his or her vote must provide instructions in advance of the cut-off date specified by the Intermediary, so that the Intermediary can change the voting instructions on the Beneficial Shareholder’s behalf.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Shares. As of the Record Date, there are 18,239,461 Shares issued and outstanding, with each Share entitled to one vote at the Meeting.

To the knowledge of the directors and senior officers of the Company, as at the date hereof, there are no persons that beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the issued and outstanding Shares of the Company, except the following:

	No. of Shares Beneficially Owned, Controlled	Percentage of Outstanding
Name
	or Directed, Directly or Indirectly	Shares(1)
Michael Sadhra	3,150,950	17.27%

(1) Based on 18,239,461 issued and outstanding Shares as of the Record Date.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors, the only matters to be placed before the Meeting are those matters set forth in the accompanying Notice of Meeting.

Presentation of the Audited Financial Statements for the Years ending June 30, 2020 and 2019.

The annual financial statements of the Company for the financial years ended June 30, 2020 and 2019, together with the reports of the auditors thereon, and the related management discussion and analysis will be placed before the Shareholders at the Meeting. The annual financial statements of the Company were filed under the Company’s profile at www.sedar.com and mailed to Shareholders in accordance with applicable laws and written instructions received from Shareholders or Intermediaries. Additional copies may be obtained from the Company upon request and will be available at the Meeting. No action is required to be taken at the Meeting with respect to the financial statements.

I. Election of Directors

The Board of Directors is currently composed of four directors. At the Meeting, management proposes to nominate each of the persons named below for election as directors to hold office until the next annual general meeting of shareholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the provisions of the Business Corporations Act (British

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Columbia) or the Company's articles.

Unless otherwise directed, the directors or officers named in the Proxy intend to vote FOR the election of the three management nominees named in the table below.

The following table sets out the names of persons nominated by management for election as directors, each nominee’s principal occupation, business or employment, the period of time during which each has been a director of the Company and the number of Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular:

Name of Proposed Nominee, Province, Country of Residence and Proposed Position with the Company	Director Since	Principal Occupation During Last Five Years	Number of Shares Controlled(1)
Michael Sadhra(2) British Columbia, Canada Director, President and Chief Executive Officer	December 14, 2016	Tax Partner, Sadhra & Chow LLP and CFO and Director of various public companies	3,150,950
Desmond M. Balakrishnan(2) British Columbia, Canada Director	March 16, 2017	Partner of McMillan LLP	600,000
Robert Dubeau(3) British Columbia, Canada Director	N/A	Real estate investor and director of various non-profit organizations	Nil
Kelvin Lee British Columbia, Canada Director, Chief Financial Officer and Corporate Secretary	September 9, 2020	CFO and controller of various public and private companies	Nil

Notes:

(1) Shares beneficially directly or indirectly owned or over which control or direction is exercised, at the date of this Circular, based upon information furnished to the Company by the individual directors or obtained from the System for Electronic Disclosure by Insiders (“ SEDI ”).

(2) Member of the Audit Committee.

(3) Proposed member of the Audit Committee.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, no proposed director:

• (a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,

• (i) while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under

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securities legislation, for a period of more than 30 consecutive days; or

• (ii) after that person had ceased to act in that capacity, but in respect of an event that occurred while the proposed director was so acting, resulted in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

• (iii) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (b) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Additional Information about the Board

For additional information about the Board of Directors, including compensation, corporate governance practices, independence and directorships, please see Director and Named Executive Officer Compensation and Corporate Governance Disclosure – Board of Directors .

II. Appointment of Auditors

Smythe LLP of 1700 – 475 Howe Street, Vancouver, BC, V6C 2B3 have been the auditors of the Company since December 14, 2017. The Board of Directors recommends that Smythe LLP be reappointed as auditor of the Company, with their remuneration to be fixed by the Board.

Unless otherwise directed, the directors or officers named in the Proxy intend to vote FOR the reappointment of Smythe LLP as auditors of the Company for the ensuing year.

III. Approval of Stock Option Plan

The Board of Directors implemented a Stock Option Plan (the “ Plan ”) effective October 26, 2018. The purpose of the Plan is to give directors, officers, employees and consultants of the Company, as additional compensation, the opportunity to participate in the success of the Company. The Plan provides that, subject to the requirements of the Canadian Securities Exchange (the “ Exchange ”), the aggregate number of securities reserved for issuance under the Plan, at any point in time, will be 10% of the number of Common Shares of the Company issued and outstanding at the time the option is granted (on a nondiluted basis), less any Common Shares reserved for issuance under share options granted under share compensation arrangements other than the Plan.

The Plan has been prepared so as to meet Exchange requirements. Options may be granted under the Plan to such officers, directors, employees, and consultants, of the Company and its affiliates, if any, as the Board may from time to time designate. The exercise price of option grants will be determined by the Board, but will not be less that the closing market price of the Common Shares on the Exchange less

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allowable discounts at the time of grant. The Plan provides that the number of Common Shares that may be reserved for issuance to any one individual upon exercise of all stock options held by such individual may not exceed 5% of the issued Common Shares on a yearly basis. Subject to earlier termination in the event of dismissal for cause, termination other than for cause or in the event of death, all options granted under the Plan will expire not later than the date that is five years from the date that such options are granted. Options granted under the Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession

At the Meeting, Shareholders will be asked to consider and pass an ordinary resolution ratifying and approving the Plan.

Unless otherwise directed, the directors or officers named in the Proxy intend to vote FOR the approval of the Plan.

IV. Other Matters

Management of the Company knows of no other matter to come before the Meeting other than those referred to in the notice of Meeting. However, if any other matters which are not known to the 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.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

In this section “named executive officer” or “NEO” means the CEO, the CFO, and the most highlycompensated executive officer other than the CEO and CFO who was serving as an executive officer at June 30, 2020 and whose total compensation exceeded $150,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as a NEO of the Company at June 30, 2020.

At June 30, 2020, the NEOs were Michael Sadhra, CEO and director; and Michael Malana, former CFO.

	Director and NEO compensation excluding compensation securities
Name and position as at June 30	Year ended June 30	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Michael Sadhra Director, President and CEO	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	N/A	N/A	N/A	N/A	N/A	N/A

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Michael Malana(1) Former CFO	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	N/A	N/A	N/A	N/A	N/A	N/A
Kelvin Lee Director, CFO and Corporate Secretary	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	N/A	N/A	N/A	N/A	N/A	N/A
Desmond M. Balakrishnan Director	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	N/A	N/A	N/A	N/A	N/A	N/A
Mohan Vulimiri Director	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	N/A	N/A	N/A	N/A	N/A	N/A

(1) Mr. Malana resigned as CFO of the Company on September 9, 2020.

External Management Companies

All of the NEOs are independent contractors of the Company and none of them is an employee. No NEO is employed or retained by an external management company.

Stock options and Other Compensation Securities

No stock options were issued to any NEOs and directors of the Company during the most recently completed financial year.

No stock options exercised by any NEOs and directors of the Company during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

The Company has one stock option or other incentive plan, namely the Plan. See Particulars of Matters to be Acted on – Material Terms of the Plan for particulars of the Plan. A copy of the Plan is attached as Schedule “A”.

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Employment, Consulting and Management Agreements

The Company has not entered into any employment or consulting contracts with its NEOs or directors as of the end of most recently completed financial year.

Oversight and Description of Director and Named Executive Officer Compensation

On February 13, 2019, the Company appointed a Corporate Governance Committee and a Compensation Committee, both composed of Michael Sadhra, Mohan Vulimiri and Desmond Balakrishnan. In connection therewith, the Company adopted a corporate governance committee charter and a and compensation committee charter, copies of which are appended hereto as Schedules “C” and “D”, respectively.

The compensation of the executive officers is determined by the Board of Directors, based in part on recommendations from the Compensation Committee. The Board of Directors recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility. The objectives of the Company’s compensation policies and practices are:

• to reward individual contributions in light of the Company’s performance;

• to be competitive with the companies with whom the Company competes for talent;

• to align the interests of the executives with the interests of the Shareholders; and

• to attract and retain executives who could help the Company achieve its objectives.

CEO Compensation

Compensation of the CEO is the same as that which apply to the other senior executive officers of the Company, namely incentive stock option grants. The Compensation Committee presents their recommendations to the Board of Directors with respect to the CEO's compensation. In setting the recommended compensation of the CEO, the Compensation Committee takes into consideration the compensation paid to other chief executive officers in the mining industry and evaluate the performance of the CEO in light of his impact on the achievement of the Company's goals and objectives.

Share-based and Option Based Awards

The Company does not grant share-based awards. The independent directors have the responsibility to administer the compensation policies related to the executive management of the Company, including option-based awards.

In determining the number of options to be granted to the executive officers, the independent directors take into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants closely align the interests of the executive officers with the interests of shareholders.

In monitoring or adjusting the option allotments, the independent directors take into account their own observations on individual performance (where possible) and their assessment of individual contribution to shareholder value, previous option grants and the objectives set for the Named Executive Officers and the Board of Directors. In addition to determining the number of options to be granted pursuant to the methodology outlined above, the independent directors also make the following determinations:

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• the exercise price for each stock option granted;

• the date on which each option is granted;

• the vesting period, if any, for each stock option;

• the other material terms and conditions of each stock option grant; and

• any re-pricing or amendment to a stock option grant.

The Board of Directors reviews and approves grants of options on an annual basis and periodically during a financial year.

Pension and Retirement Plans

The Company does not have any pension or retirement plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has no employment contracts with any Named Executive Officer.

The Company does not have a contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the NEO following a change in control.

Equity Plan Compensation Information

The following table sets forth information on the Company’s equity compensation plans under which common shares were authorized for issuance as at June 30, 2020:

	Number of securities to
	be issued upon exercise	Weighted-average exercise	Number of securities available for
	of outstanding options,	price of outstanding options,	future issuance under equity
	warrants and rights	warrants and rights	compensation plans (excluding
Plan Category	(a)	(b)	securities reflected in column(a)
Equity compensation plans approved by securityholders	N/A	N/A	N/A
Equity compensation plans not approved by securityholders	1,240,000	$0.07	583,946(1)

(1) Based on 18,239,461 issued and outstanding Shares as of the Record Date.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date that is 30 days prior to the date of this Circular, no director or executive officer of the Company is or has been indebted to the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular, the management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Company's last financial year or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. All of the directors and officers may receive options pursuant to the Plan, but the votes of Insiders (directors and officers) are being excluded from the voting to approve the amendment to increase the shares reserved for issuance under the Plan.

CORPORATE GOVERNANCE DISCLOSURE

Canadian securities regulatory policy as reflected in National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires that venture issuers like the Company must disclose on an annual basis their approach to corporate governance. National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”) provides regulatory staff guidance on preferred governance practices, although the guidelines are not prescriptive, other than for audit committees. The Company’s approach to corporate governance in the context of NI 58-101 and NP 58-201 (together the “ Policies ”) as well as its compliance with the mandatory rules relating to audit committees is set out below.

Board of Directors

The Policies require that the board of directors of a venture issuer determine and disclose the status of each director as independent or not, based on each director’s interest in or other relationship with the issuer. Under the Policies, the applicable definition of independence is that contained in National Instrument 52-110 – Audit Committees (“ NI 51-110 ”), under which a director is “independent” where he or she “has no direct or indirect material relationship” with the issuer. A “material relationship” is a relationship which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgement. However, the following individuals are deemed to have a material relationship with the issuer, and therefore not be independent:

• an individual who is, or has been within the last three years, an employee or executive officer of the issuer;

• an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;

• an individual who:

• is a partner of a firm that is the issuer’s internal or external auditor,

• is an employee of that firm, or

• was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time;

• an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

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• is a partner of a firm that is the issuer’s internal or external auditor,

• is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

• was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time;

• an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer’s current executive officers serves or served at that same time on the entity’s compensation committee; and

• an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer or a subsidiary during any 12 month period within the last three years.

The Company has four directors. Mohan Vulimiri will not be standing for re-election at the Meeting and Robert Dubeau will be nominated in his place. Two of the four nominees are independent directors: Robert Dubeau, Desmond Balakrishnan.

Michael Sadhra is not independent due to his position as the CEO and President of the Company and Kelvin Lee is not independent due to his position as the CFO and Secretary of the Company.

The Board of Directors does not currently have an independent chair or a lead director. Going forward, the independent directors will have the opportunity to meet regularly in an in camera session as part of board meetings and can otherwise communicate as they deem necessary. The Compensation Committee of the Company is currently composed of Messrs. Sadhra, Vulimiri and Balakrishnan.

Directorships

Except as noted below, the directors of the Company are not directors of any reporting issuers other than the Company:

Name of Director	Reporting Issuer
Michael Sadhra	Algernon Pharmaceuticals Inc. Cairo Resources Inc.
Mohan Vulimiri	Nortec Minerals Corp. Bearclaw Capital Corp.
Desmond Balakrishnan	Planet Ventures Inc. Contagious Gaming Inc. Copacabana Capital Ltd. Solution Financial Inc. Liberty One Lithium Corp. Netcoins Holdings Inc. Aroway Energy Inc. Big Sky Peteroleum Corporation Black Shield Metals Corp. Northern Dynasty Minerals Ltd. Red Rock Capital Corp. Isracann Biosciences Inc.

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Name of Director	Reporting Issuer
	Strategem Capital Corporation Yinvisible Interactive Inc.
Kelvin Lee	MegaWatt Lithium and BatteryMetals Corp.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, each new director receives an orientation, minutes of meetings, written mandates, guidelines and other relevant corporate documents needed to understand the Company’s business and processes. The commitment needed from directors, particularly the commitment of time and energy, is emphasized to directors prior to their appointment nomination.

Directors are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to keep themselves up to date with best director and corporate governance practices. The Company provides continuing education for its directors as the need arises. Directors have full access to the Company’s records.

Ethical Business Conduct

The Board of Directors views good corporate governance and ethical business conduct as an integral component to the success of the Company and to meet responsibilities to shareholders. Due to the size of the Company and its present level of activity, the Company has not adopted a Code of Conduct or taken formal steps to encourage or promote a culture of ethical business conduct.

Nomination of Directors

The Board of Directors has responsibility for identifying potential director candidates. The Board of Directors assess potential director candidates to fill perceived needs on the Board of Directors for required skills, expertise, independence and other factors.

Compensation

To determine compensation payable, the independent directors review(s) compensation paid for directors and CEOs of companies of similar size and stage of development and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation the independent directors annually review(s) the performance of the CEO in light of the Company's objectives and consider(s) other factors that may have impacted the success of the Company in achieving its objectives.

Other Board Committees

As the directors are actively involved in the operations of the Company and the size of the Company's operations does not warrant a larger board of directors, the Board of Directors has determined that additional committees (other than the audit committee) are not necessary at this stage of the Company's development.

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Assessments

The Board of Directors monitors the adequacy of information given to directors, communication between the Board of Directors and management and the strategic direction and processes of the Board of Directors and the audit committee.

AUDIT COMMITTEE

Audit Committee Charter

The Company’s audit committee charter is attached as Schedule “B” to this Circular.

Composition of the Audit Committee

As of the date of this Circular, the current members of the Audit Committee are Michael Sadhra, Desmond Balakrishnan and Mohan Vulimiri. All the members are financially literate. Desmond Balakrishnan and Mohan Vulimiri are considered independent; whereas Michael Sadhra is non-independent since he is the President and CEO of the Company.

Audit Committee Member Education and Experience

The educational background or experience of the following Committee members has enabled each to perform his responsibilities as a Committee member and has provided the member with an understanding of the accounting principles used by the Company to prepare its financial statements, the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves as well as experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more individuals engaged in such activities and an understanding of internal controls and procedures for financial reporting:

Michael Sadhra – Mr. Sadhra is a partner with Sadhra & Chow LLP serves as the Chief Financial Officer of Micron Waste Technologies Inc. and as a Director of Cairo Resources Inc. Mr. Sadhra holds a Bachelor of Commerce from the University of British Columbia and is a member of the Chartered Accountant Institute of Chartered Accountants of British Columbia.

Desmond Balakrishnan - Mr. Balakrishnan is a Vancouver lawyer and has practiced law as a partner at McMillan LLP since February 2002. His areas of practice focus on mergers, acquisitions, listed company maintenance, international public listings, gaming and entertainment law. He graduated from the University of Alberta in 1997 with an LL.B (with distinction) and was called to the bar in British Columbia in 1998.

Mohan Vulimiri – Mr. Vulimiri has been Executive Chairman of Nortec Minerals Corporation (“ Nortec ”), a TSX Venture Exchange listed company, since February 2010, Director of Nortec since February 2000 and CEO of Nortec since March 2001. He has many years of public company experience, having been involved in the management of numerous junior and established companies. A graduate of the Indian Institute of Technology (IIT Kharagpur, India) with a BSc Honours degree in Applied Geology and a MSc Degree in

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Economic Geology from the University of Washington, USA, he has over 30 years experience in the exploration and delineation of ore deposits with emphasis on structural controls and modes of occurrence of mineral zones.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Company is relying upon the exemption in Section 6.1 of NI 52-110 (Venture Issuers) from the requirement of Part 5 (Reporting Obligations).

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as part of its audit charter. The pre-approval requirement for such engagement is waived if (i) the aggregate amount of all non-audit services provided to the Issuer amounts to five percent or under of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the nonaudit services are provided and (ii) the services were not recognized by the Company at the time of the engagement to be non-audit services and (iii) the services are promptly brought to the attention of the audit committee by the Company and approved by the audit committee (or one or more members of the audit committee to whom that authority to approve has been delegated by the audit committee, subject to the pre-approval being presented to the first scheduled meeting of the audit committee after the approval) prior to the completion of the audit.

External Auditor Services Fees

The following table provides the particulars of the external audit fees paid by the Company for the last two fiscal years.

two fiscal years.
Nature of Services	Fees Billed by Auditor for the fiscalyear ended
	June 30, 2020	June 30, 2019
Audit Fees(1)	10,500	19,500
Audit-Related Fees(2)	Nil	7,100
Tax Fees(3)	1,500	Nil
All Other Fees(4)	Nil	Nil
Total	12,000	26,600

Notes:

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

(2) “Audit-Related Fees” include fees for services that are traditionally performed by the auditor. These audit-related

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services include aggregate fees for employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

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

• (4) “All Other Fees” include all other non-audit services, in the aggregate.

APPROVAL OF DIRECTORS

This Circular has been approved by the Board of Directors.

ADDITIONAL INFORMATION

Additional information about the Company is available under the Company’s profile on SEDAR at www.sedar.com. Financial information is provided in the Company’s audited financial statements, the reports of the auditor, and management’s discussion and analysis for the years ended June 30, 2020 and 2019.

ON BEHALF OF THE BOARD OF DIRECTORS

Kelvin Lee CFO and Director

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter sets out the Audit Committee’s purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the “ Board ”) of Karam Minerals Inc. (the “ Company ”), annual evaluation and compliance with this charter.

1.2 The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

2. MEMBERSHIP

2.1 At least a majority of the Audit Committee must be comprised of independent directors of the Company as defined in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), provided that should the Company become listed on a senior exchange, each member of the Audit Committee will also satisfy the independence requirements of such exchange.

2.2 The Audit Committee will consist of at least two members, all of whom shall be financially literate, provided that an Audit Committee member who is not financially literate may be appointed to the Audit Committee if such member becomes financially literate within a reasonable period of time following his or her appointment. Upon graduating to a more senior stock exchange, if required under the rules or policies of such exchange, the Audit Committee will consist of at least three members, all of whom shall meet the experience and financial literacy requirements of such exchange and of NI 52-110.

2.3 The members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee) by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Audit Committee on ceasing to be an independent director.

2.4 The Chair of the Audit Committee will be appointed by the Board.

3. AUTHORITY

3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or professional advisors so retained by the Audit Committee will report directly to the Audit Committee;

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and

(c) incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

4. DUTIES AND RESPONSIBILITIES

4.1 The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board the external auditor to be nominated by the Board;

(b) recommending to the Board the compensation of the external auditor to be paid by the Company in connection with (i) preparing and issuing the audit report on the Company’s financial statements, and (ii) performing other audit, review or attestation services;

(c) reviewing the external auditor’s annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Audit Committee);

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is independent by receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to the Company;

(f) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board by receiving, at least annually, a report by the external auditor on the audit firm’s internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;

(g) ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company’s annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members’ rotation periods expire;

(h) reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis (“ MD&A ”), including the appropriateness of the Company’s accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with IFRS and the MD&A is in compliance with appropriate regulatory requirements;

(i) reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;

(j) reviewing and discussing with management and the external auditor the external auditor’s written communications to the Audit Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;

(k) reviewing and discussing with management and the external auditor all earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies prior to such information being disclosed;

(l) reviewing the external auditor’s report to the shareholders on the Company’s annual financial statements;

(m) reporting on and recommending to the Board the approval of the annual financial statements and the external auditor’s report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;

(n) satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements that such information is fairly presented;

(o) overseeing the adequacy of the Company’s system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management’s remediation of identified weaknesses;

(p) reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;

(q) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board;

(r) satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company’s legal advisors on the functioning of the disclosure compliance system, (including any significant instances of non-compliance with such system) in order to satisfy itself that such system may be reasonably relied upon;

(s) resolving disputes between management and the external auditor regarding financial reporting;

• (t) establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto; and

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(u) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(v) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;

(w) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities;

• (x) establishing procedures for:

(i) reviewing the adequacy of the Company’s insurance coverage, including the Directors’ and Officers’ insurance coverage;

(ii) reviewing activities, organizational structure, and qualifications of the Chief Financial Officer (“ CFO ”) and the staff in the financial reporting area and ensuring that matters related to succession planning within the Company are raised for consideration at the Board;

(iii) obtaining reasonable assurance as to the integrity of the Chief Executive Officer (“ CEO ”) and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

(iv) reviewing fraud prevention policies and programs, and monitoring their implementation;

(v) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company’s compliance with laws and regulations having a material impact on the financial statements including:

• (A) Tax and financial reporting laws and regulations;

• (B) Legal withholding requirements;

• (C) Environmental protection laws and regulations; and

• (D) Other laws and regulations which expose directors to liability.

4.2 A regular part of Audit Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Audit Committee will regularly canvass the Audit Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Audit Committee on a timely basis.

4.3 On an annual basis the Audit Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock exchanges with whom the Company has a reporting relationship and, if appropriate, recommend changes to the Audit Committee charter to the Board for its approval.

5. MEETINGS

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Audit Committee.

5.2 The Chair of the Audit Committee shall be responsible for leadership of the Audit Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. The Chair of the Audit Committee will also maintain regular liaison with the CEO, CFO, and the lead external audit partner.

5.3 The Audit Committee will meet in camera separately with each of the CEO and the CFO of the Company at least annually to review the financial affairs of the Company.

5.4 The Audit Committee will meet with the external auditor of the Company in camera at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.

5.5 The external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Audit Committee.

5.6 Each of the Chair of the Audit Committee, members of the Audit Committee, Chair of the Board, external auditor, CEO, CFO or secretary shall be entitled to request that the Chair of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request to consider any matter that such individual believes should be brought to the attention of the Board or the shareholders.

6. REPORTS

6.1 The Audit Committee will report, at least annually, to the Board regarding the Audit Committee’s examinations and recommendations.

6.2 The Audit Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

7. MINUTES

7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

8. ANNUAL PERFORMANCE EVALUATION

8.1 The Board will conduct an annual performance evaluation of the Audit Committee, taking into account the Charter, to determine the effectiveness of the Committee.