Graycliff Exploration Limited — Proxy Solicitation & Information Statement 2020

Nov 28, 2020

GRAYCLIFF EXPLORATION LIMITED

401 Bay Street, Suite 2702, Toronto, ON M5H 2Y4

MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

(Containing Information as at November 16[th] , 2020, unless otherwise stated)

SOLICITATION OF PROXIES

This management information circular ( the Circular is furnished in connection with the solicitation of Proxies by the management of Graycliff Exploration Limited ( the Corporation , for use at the annual and special meeting ( the Meeting , of the holders Shareholders of common shares without par value in the capital of the Corporation ( the Common Shares , to be held on Friday, the 18[th] day of December, 2020, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. It is expected that the solicitation of Proxies on behalf of management will be primarily by mail; however, Proxies may be solicited personally or by telephone by the regular officers, employees or agents of the Corporation. The cost of soliciting Proxies on behalf of management will be borne by the Corporation. The Corporation may also reimburse brokers and other persons holding Common Shares in their names or in the name of nominees, for their costs incurred in sending Proxy materials to beneficial owners and obtaining their Proxies or voting instructions.

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy (th Proxy management of the Corporation and are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON ( WHO NEED NOT BE A SHAREHOLDER ) TO ATTEND AND ACT FOR HIM/HER ON HIS/HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER MAY STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS RETURNED TO INTEGRAL TRANSFER AGENCY INC. IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE FORM OF PROXY ACCOMPANYING THE MANAGEMENT INFORMATION CIRCULAR, NOT LESS THAN 48 HOURS ( EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS ) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF.

The Proxy must be signed by the Shareholder or by his/her attorney in writing, or, if the Shareholder is a Corporation, it must either be under its common seal or signed by a duly authorized officer.

2

NON-REGISTERED HOLDERS

Only those Shareholders whose names appear on the central security register of the Corporation Registered Shareholders Proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder Non-Registered Holder

• (a) Intermediary Registered Holder deals with in respect of the Common 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) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer NI 54-101 the Corporation has distributed copies of the Meeting materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries, are required to forward Meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries will often use service companies to forward the Meeting materials to Non-Registered Holders. Generally, NonRegistered Holders who have not waived the right to receive Meeting materials will either:

• A. be given a voting instruction form which must be completed and signed by the NonRegistered Holder in accordance with the directions on the voting instruction form (which may in some cases permit the completion of the voting instruction form by telephone); or

• B. be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder, but which is otherwise uncompleted. This Proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a Proxy should otherwise properly complete the form of Proxy and deposit it with Integral Transfer Agency Inc., as described above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder who receives either a Proxy or a voting instruction form wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the Proxy and insert the Nonr

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follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies .

REVOCATION

A Registered Shareholder who has given a Proxy may revoke the Proxy by:

• (a) completing and signing a Proxy bearing a later date and depositing it with Integral Transfer Agency Inc. as described above;

• (b) depositing an instrument in writing executed by the Shareholder or by the the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the Proxy is to be used, or (ii) with the chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or

• (c) in any other manner permitted by law.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive Meeting materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary may not be required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

VOTING OF PROXIES

The management representatives designated in the enclosed Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed by Proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the Proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the shares represented by such form of Proxy, properly executed FOR the matters identified in the notice of Meeting and any other matters which may properly come before the Meeting .

The enclosed Proxy confers discretionary authority upon the management representatives designated in the Proxy with respect to amendments to or variations of matters identified in the notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation know of no such amendments, variations or other matters.

FORWARD-LOOKING STATEMENTS

Certain statements in this Circular that are not statements of historical fact, including statements -looking -looking statements involve known and unknown risks, uncertainties and

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be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Circular, such statements use such words terminology. These statements reflect current assumptions and expectations regarding future events and operating performance as of the date of this Circular. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this Circular are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with such forward-looking statements. All forward-looking statements are made as of the date of this Circular, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances. Accordingly, readers should not place undue reliance on forward-looking statements.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed at November 16, 2020 Record Date Corporation has 16,329,882 Common Shares issued and outstanding.

Each Common Share entitles the holder thereof to one vote on all MATTERS to be ACTED UPON at the Meeting. All such holders of record of Common Shares on the Record Date are entitled either to attend and vote thereat in person the Common Shares held by them or, provided a completed and executed Proxy Integral Transfer Agency Inc., within the time specified in the notice of Meeting, to attend and to vote thereat by Proxy the Common Shares held by them.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to all outstanding Common Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of:

• (a) the directors or senior officers of the Corporation at any time since the beginning of the last financial year of the Corporation;

• (b) the proposed nominees for election as a director of the Corporation; or

• (c) any associate or affiliate of the foregoing persons, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting other than the election of directors.

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PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

At the Meeting, the following four (4) persons named hereunder will be proposed for election as directors of the Corporation. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying Proxy to vote the Proxy for the election of any other person or persons in place of any nominee or nominees unable to serve. Each director elected will hold office until the close of the next annual Meeting of Shareholders of the Corporation, or until his successor is duly elected unless prior thereto he resigns or his office becomes vacant by reason of death or other cause. Although management is nominating four (4) individuals to stand for election, the names of further nominees for directors may come from the floor at the Meeting.

Shareholders have the option to: (i) vote for all of the directors of the Corporation listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors. The Board recommends that Shareholders vote FOR the election of each of the proposed nominees set forth below as directors of the Corporation.

The following table sets forth the name of all persons proposed to be nominated for election as directors, their place of residence, position held, and periods of service with, the Corporation, or any of its affiliates, their principal occupations and the approximate number of Common Shares beneficially owned, controlled or directed, directly or indirectly, by them. The information as to Common Shares beneficially owned, directly or indirectly or over which control or direction is exercised, not being with the knowledge of the Corporation, has been furnished by the respective nominees individually.

Name, Province or State & Country of Residence, and Position(s) with the Corporation	Principal Occupation, Business or Employment for Past 5 Years	Term of Office	Number and Percentage of Common Shares(1) Beneficially Owned or Controlled Directly or Indirectly
James Macintosh Ontario, Canada President, Chief Executive Officer and Director	President, Chief Executive Officer and Director of the Corporation. President, Chief Executive Officer and Director of Continental Mining and Smelting Limited from October 2010 to November 2016.	Director since October 1, 2019. President and Chief Executive Officer since November 28, 2019.	100,000 0.61%

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	President, Chief Executive Officer and Director of Monterey Minerals Inc. from August 2018 to present.
Julio DiGirolamo Ontario, Canada Chief Financial Officer, Corporate Secretary and Director	Chief Financial Officer, Corporate Secretary and Director of the Corporation. Director of Capricorn Business Acquisitions Inc. from December 2009 to December 2016. Director of GTA Financecorp Inc. from November 2016 to present. Chief Financial Officer, Corporate Secretary and Director of Monterey Minerals Inc. from August 2018 to present. Director of Rex Opportunity Corp. from January 2019 to present.	Director since October 2, 2019. Chief Financial Officer and Corporate Secretary since November 28, 2019.	100,000(2) 0.61%
Samuel Hardy British Columbia, Canada Non-Executive Chairman and Director	President of Cronin Capital Corp. (formally Ridge Resources Ltd.) from January 2007 to present. Director of Monterey Minerals Inc. from April 2018 to 2019. Secretary of Ironwood Capital Corp. from June 2019 to present. Chairman and Chief Executive Officer of	Director since March 13, 2018. Non-Executive Chairman and Director since November 21, 2019.	250,000(3) 1.53%

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Imperial X Plc from July
2019 to present.
David Lees Managing Director of Director since 100,000 [(4)]
Peninsula Investments November 28, 2019. 0.61%
Western Australia, (WA) Pty Ltd from 2007
Australia to present.
Director
Managing Director of
Casey Lees International
Pty Ltd from 2017 to
present.
TOTAL 550,000
3.37%
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Notes:

• (1) As at the date this Circular and based upon 16,329,822 issued and outstanding Common Shares.

• (2) These Common Shares are held by Front Street Management Inc., of which Julio DiGirolamo is the founder, president and a director.

• (3) These Common Shares are held by Cronin Capital Corp., of which Samuel Hardy is the founder, president and a director, and by M

• (4) These Common Shares are held by Peninsula Investments (WA) Pty Ltd., of which David Lees is the founder, president and a director.

Other than the 1,350,000 options to purchase Common Shares described in greater detail under the Options to Purchase Securities Corporation has the right to acquire any additional securities pursuant to warrants, conversion privileges or other rights. No Common Shares are pledged as security.

As of the date Circular, the directors and officers of the Corporation, as a group, directly or indirectly, beneficially own 550,000 Common Shares of the Corporation, representing 3.37% of the issued and outstanding Common Shares of the Corporation on an undiluted basis. See Principal Shareholders

Management of the Corporation

The following are descriptions of the background of the directors and officers of the Corporation, None of the Corporation s of the Corporation, and none of the Corporation -competition or non-disclosure agreements with the Corporation.

James Macintosh, President, Chief Executive Officer and Director (age 59) has over 30 years of experience in the mining industry and as a mining analyst. For the past 25 years he has held various executive and directorial positions with numerous public and private companies in Canada and the United States. Mr. Macintosh has advanced a number of public issuer mining exploration and development companies to prospective mine status. His commitment to the Corporation is leading the Corporation to advance the current property via its upcoming work program and

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review potential exploration projects that enhance shareholder value. Mr. Macintosh is currently President, Chief Executive Officer and a Director of Monterey Minerals Inc., a public exploration company listed on the Canadian Securities Exchange (CSE: MREY). Mr. Macintosh was recently the Lead Director and Chairman of the audit committee for Carlisle Goldfields Limited, a Canadian a B.Sc. (H

Julio DiGirolamo, Chief Financial Officer and Corporate Secretary and Director (age 52) is a Chartered Professional Accountant with over 24 years of senior-level public company experience including, including four and a half years as Chief Financial Officer of Carlisle Goldfields Limited, a TSX-listed gold exploration company with projects located in northern Manitoba, Canada, until its sale to Alamos Gold Inc. in January 2016. Mr. DiGirolamo is currently also Chief Financial Officer, Corporate Secretary and Director of Monterey Minerals Inc. as well as Chief Financial Officer and Corporate Secretary of Idaho Champion Gold Mines Canada Inc. and Chief Financial Officer for each of 55 North Mining Inc. and Satori Resources Inc. He began his public market experience while holding various senior roles during his five years with Greenstone Resources Ltd., a TSX and NASDAQ-listed gold mining company with activities focused in four Latin American countries. Mr. DiGirolamo was also previously the Chief Financial Officer of Bunker Hill Mining Corp., A CSE-listed company, as well as Asia Now Resources Corp., a TSX Venture Exchange-listed junior exploration company, and Chief Financial Officer and Corporate Secretary of Innovium Media Properties Corp., a TSX Venture Exchange-listed early stage investor. He also acted as interim Chief Financial Officer at Seed Media Group LLC and as Chief Financial Officer, Corporate Secretary and member of the Board of Directors of Atlantis Systems Corp. Over his career, Mr. DiGirolamo has served on the boards of various public and non-profit organizations. Mr. DiGirolamo graduated from the Schulich School of Business at York University with a Bachelor of Business Administration (Accounting and Economics).

Samuel (Kyler) Hardy, Director and Non-Executive Chairman (age 36) is an entrepreneur focused on natural resources sector, which he has been involved in for over 16 years with both private and public businesses. During his career he has gained a wide array of natural resource specific experience including in roles such as diamond driller, project manager, exploration service contractor, business consultant, public company management and private equity investor. He has built businesses from early stage start-ups to advanced operating companies in several sectors. He was a founder and former chief executive officer of a large geosciences and logistics management business specializing in grassroots to brownfields exploration and development. Mr. Hardy is experienced in project generation, exploration management, logistics, structuring, raising capital, corporate development and developing strategic alliances and partnerships. He is currently Chief Executive Officer of the Cronin Group (a natural resource focused merchant bank), Chief Executive Officer of Linceo Media Group, Advisor to Venex Capital Corp., director of Hexa Resources Ltd., Chairman of Cloudbreak Capital Corp., and Chairman and Chief Executive Officer of Imperial X Plc.

David Lees, Director (age 41) has

beginning his career as a stockbroker before moving into investment and funds management, with a primary focus on natural resources. Through these roles, Mr. Lees has gained extensive experience with capital raising, business development, portfolio management, business relationships and corporate governance. Mr. Lees currently serves as a non-executive director of

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ASX-listed Sultan Resources Ltd. (ASX: SLZ). His education qualifications include a Bachelor of Economics from Murdoch University in Western Australia and a post graduate diploma in Applied Finance and Investment from the Securities Institute.

Cease Trade Orders, Bankruptcies or Sanctions

Except as specified below, as at the date of this Circular, and within the last 10 years before the date of this Circular, neither the CEO or CFO, nor any director (or any of their personal holding companies) of the Corporation was a director, CEO or CFO of any company (including the Corporation) that:

• (a) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days while that person was acting in the capacity as director, CEO or CFO;

• (b) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the person ceased to be a director, CEO or CFO in the company and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO;

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

• (d) 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, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.

Mr. DiGirolamo has served as an officer of 55 North Mining Inc. (formerly SGX Resources Inc.) Inc., the Manitoba Securities Commission issued a cease trade order against 55 North Mining Inc. on May 9, 2016, as a result of not filing its annual financial statements and related BCSC rder on May 16, 2016. 55 North Mining Inc. subsequently filed the aforementioned annual financial statements and the cease trade orders were revoked on December 22, 2017 while Mr. DiGirolamo was serving as an officer of 55 North Mining Inc.

Mr. DiGirolamo ANR to August 2015. Mr. Macintosh also served as a director of ANR from June 2012 to August 2015

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and was the Chair of the Special Committee of the Board of Directors. The Special Committee Pte. Ltd. China Gold would purchase the shares of ANR it did not already own. In July 2015, China Gold. Mr. DiGirolamo and Mr. Macintosh both resigned from their roles at ANR. Subsequently, a receiver was appointed in August 2015 with a view to liquidating remaining assets. This process has been completed through the courts in Ontario. On September 11, 2015, after the resignations of Messrs. DiGirolamo and Macintosh, the Ontario Securities Commission OSC issued a cease trade order against ANR for not filing its interim financial the six-month period ended June 30, 2015. The BCSC issued a similar cease trade order on September 14, 2015.

Mr. DiGirolamo is a former officer of, and Mr. Macintosh is a former officer and director of, Innovium Media Properties Corp. Innovium As a result of not filing its annual financial statements for the year ended December 31, 2010 by the date upon which such financial statements were due to be filed, on May 10, 2011, the BCSC issued a cease trade order against all officers, directors, insiders and control persons of Innovium. The Autorité des marchés financiers issued a similar cease trade order against Innovium on May 20, 2011. As of this date, the aforementioned cease trade orders remain in effect and Innovium is inactive and has been delisted from the TSX Venture Exchange.

Acadian

filing its annual financial statements for the year ended December 31, 2010 and interim financial statements for the first quarter ended March 31, 2011, on August 5, 2011, the BCSC issued a cease trade order against Acadian. The OSC issued a similar cease trade order on August 16, 2011. Acadian filed the aforementioned annual and interim financial statements on November 8, 2011, and the cease trade orders were subsequently revoked.

Mr. DiGirolamo and Mr. Macintosh are directors and officers, and Mr. Hardy was a director, of Monterey e BCSC issued a cease trade order against Monterey. Monterey subsequently filed the financial statements, and the cease trade order was revoked on January 22, 2019.

Penalties or Sanctions

No director, officer, insider or promoter of the Corporation or a Shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has: (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would be likely to be considered important to a reasonable investor making an investment decision.

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Conflicts of Interest

There are potential conflicts of interest to which the directors, officers, Insiders and promoter of the Corporation will be subject in connection with the operations of the Corporation. Some of the directors, officers, Insiders and promoter are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the business of the Corporation. Accordingly, situations may arise where the directors, officers, Insiders and promoter will be in direct competition with the Corporation. The directors and officers of the Corporation are required by law to act in the best interests of the Corporation. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Corporation may result in a breach of their obligations to the other companies, and in certain circumstances this could expose the Corporation to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Corporation. Such conflicting legal obligations may expose the Corporation to liability to others and impair its ability to achieve its business objectives. None of the directors or officers of the Corporation have entered into non-competition or non-disclosure agreements with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the BCBCA , the policies of the CSE, and applicable securities laws, regulations and policies.

APPOINTMENT AND REMUNERATION OF AUDITORS

At the Meeting, the Board proposes to re-appoint Clearhouse LLP (formerly SDVC LLP) Clearhouse 2560 Matheson Blvd. East, Suite 527, Mississauga, Ontario, L4W 4Y9, as Auditors of the Corporation and to authorize remuneration to be fixed by the Board. Clearhouse will hold office until the next annual general Meeting of the Shareholders or until its successor is appointed.

The Board recommends that Shareholders vote FOR the re-appointment of Clearhouse as Auditor of the Corporation.

RATIFICATION OF PAST ACTS

of its incorporation, being October 19, 2016 Incorporation Date ratification as the C and officers during this period are valid notwithstanding that the Corporation did not hold an annual meeting since the Incorporation Date.

Accordingly, the Board has passed a ratifying resolution ratifying and confirming all past acts of the Board and officers of the Corporation.

The Shareholders of the Corporation are, in turn, being asked to consider, and if thought advisable, to approve a ratifying resolution approving, ratifying and confirming all the prior acts and proceedings of the directors and officers of the Corporation made from and including the Incorporation Date to the date hereof including, but not limited to, those disclosed or referred to in the minute books or records of the Corporation, in information disseminated to the Shareholders of the Corporation by the Corporation, or in the financial statements of the Corporation. The

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Past Acts Resolution ntends

to place before the Meeting authorizing the ratification of past acts is as follows:

BE IT RESOLVED that:

• (1) notwithstanding (i) any failure to properly convene, constitute, proceed with, hold or record any meeting of the Board of Directors or Shareholders of the Corporation for any reason whatsoever, including, without limitation, the failure to properly waive or give notice of a meeting, hold a meeting in accordance with a notice of meeting, have a quorum present at a meeting, sign the minutes of a meeting or sign a ballot electing a slate of directors since incorporation; or (ii) any failure to pass any resolution of the directors or Shareholders of the Corporation or any by-law of the Corporation for any reason whatsoever, all by-laws, approvals, appointments, resolutions, contracts, acts and proceedings, enacted, passed, made, done or taken since the Incorporation Date including those set forth or referred to in the minutes of the meetings, or resolutions of the Board of Directors of the Corporation, or in the financial statements of the Corporation, and all actions heretofore taken in reliance upon the validity of such minutes, documents and financial statements, are hereby sanctioned, ratified, confirmed and approved; and

• (2) without limiting the generality of paragraph (1) above, all by-laws, resolutions, contracts, acts and proceedings of the Board of Directors and officers of the Corporation enacted, passed, made, done or taken since the Incorporation Date including those set forth or referred to in the minutes of the meetings and resolutions of the Board of Directors in the minutes and record books of the Corporation or in the financial statements of the Corporation are hereby approved,

The Board recommends that Shareholders vote FOR the Past Acts Resolution.

OTHER MATTERS

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the notice of Meeting accompanying this Circular. However, if any other matter properly comes before the Meeting, the form of Proxy furnished by the Corporation will be voted on such matters in accordance with the best judgment of the persons voting the Proxy.

EXECUTIVE COMPENSATION

Introduction

Pursuant to the requirements of Form 51-102F6V Statement of Executive Compensation Venture Issuers , all direct and indirect compensation provided to certain executive officers, and directors for, or in connection with, services they have provided to the Corporation or a subsidiary of the Corporation must be disclosed in this form. The Corporation is required to disclose annual and long-term compensation for services in all capacities to the Corporation and its subsidiaries for the two most recently completed financial years in respect of the individuals comprised of the

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CEO CFO compensated executive officers of the Corporation whose individual total compensation for the most recently completed financial year exceeds $150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as an officer at the end of Named Executive Officers NEOs

Director and Named Executive Officer compensation has been disclosed based on requirements of Form 51-102F6V under the tables below as follows:

• (1) Table of compensation excluding compensation securities; and

• (2) Stock options and other compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table states the names of each NEO and director and his annual compensation, consisting of salary, consulting fees, bonuses and other annual compensation, excluding compensation securities, for each of the Corporation recently completed financial years.

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Table of compensation excluding compensation securities
Salary,
Committe
consulting Value of
e or Value of Total
fee, retainer Bonus other
Name and position Year meeting perquisites compensation
or ($) compen-
fees ($) ($)
commission sation ($)
($)
($)
James Macintosh 2019 $7,000 N/A N/A N/A N/A $7,000
Director,
President and
2018 N/A N/A N/A N/A N/A N/A
Chief Executive
Officer
Julio DiGirolamo 2019 $5,500 N/A N/A N/A N/A $5,500
Director, Corporate
Secretary and Chief 2018 N/A N/A N/A N/A N/A N/A
Financial Officer
Samuel Hardy 2019 $2,000 N/A N/A N/A N/A $2,000
Non-Executive
Chairman and 2018 N/A N/A N/A N/A N/A N/A
Director
David Lees 2019 $2,000 N/A N/A N/A N/A $2,000
Director 2018 N/A N/A N/A N/A N/A N/A
Gary Handley 2019 NIL NIL NIL NIL NIL NIL
Former Chief
Executive Officer,
Chief Financial NIL NIL NIL NIL NIL NIL
2018
Officer and
Director [(1)]
Michael Kraemer 2019 NIL NIL NIL NIL NIL NIL
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Former Director[(2)] 2018 NIL NIL NIL NIL NIL NIL

Notes

(1) Mr. Handley was appointed as Chief Executive Officer, Chief Financial Officer and Director on March 13, 2018 and resigned from each of these positions on November 28, 2019.

(2) Mr. Kraemer was appointed as Director on March 13, 2018 and resigned on October 1, 2019.

Stock Options and Other Compensation Securities

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Compensation Securities
Closing
Number of price of Closing
compensation Issue security price of
Date
Type of securities, conver- or security
of
compen- number of sion or underlyi or Expiry
Name and position issue
sation underlying exercise ng underlyin date
security securities, and or price security g security
grant
percentage of ($) on date at year
class [(1)] of grant end ($)
($)
James Macintosh Options to # of securities:
Director, President purchase 250,000 December December
0.15 N/A N/A
and Chief Executive Common # of underlying 4, 2019 4, 2024
Officer Shares securities: 250,000
Options to # of securities:
purchase 50,000 October October
0.85 0.85 N/A
Common # of underlying 13, 2020 13, 2025
Shares securities: 50,000
% of class: 1.84%
Julio DiGirolamo Options to # of securities:
Director, Corporate purchase 200,000 December December
0.15 N/A N/A
Secretary and Chief Common # of underlying 4, 2019 4, 2024
Financial Officer Shares securities: 200,000
Options to # of securities:
purchase 50,000 October October
0.85 0.85 N/A
Common # of underlying 13, 2020 13, 2025
Shares securities: 50,000
% of class: 1.53%
Samuel Hardy Options to # of securities:
Non-Executive purchase 150,000 December December
0.15 N/A N/A
Chairman and Common # of underlying 4, 2019 4, 2024
Director Shares securities: 150,000
Options to # of securities:
purchase 50,000 October October
0.85 0.85 N/A
Common # of underlying 13, 2020 13, 2025
Shares securities: 50,000
% of class: 1.22%
David Lees Options to # of securities: December December
0.15 N/A N/A
Director purchase 150,000 4, 2019 4, 2024
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Common # of underlying
Shares securities: 150,000
Options to # of securities:
purchase 50,000 October October
0.85 0.85 N/A
Common # of underlying 13, 2020 13, 2025
Shares securities: 50,000
% of class:1.22%
Gary Handley
Former Chief
Executive Officer,
N/A Nil N/A N/A N/A N/A N/A
Chief Financial
Officer and
Director [(2)]
Michael Kraemer
N/A Nil N/A N/A N/A N/A N/A
Former Director [(3)]
----- End of picture text -----

Notes

(1) Percentage of class calculation is based on 16,329,882 issued and outstanding Common Shares (calculated on a fully diluted basis) as of the date of this Circular.

(2) Mr. Handley was appointed as Chief Executive Officer, Chief Financial Officer and Director on March 13, 2018 and resigned from each of these positions on November 28, 2019.

(3) Mr. Kraemer was appointed as Director on March 13, 2018 and resigned on October 1, 2019.

No compensation securities were exercised by any directors or NEOs within the last financial year.

Stock Option Plans and Other Incentive Plans

The Corporation created a stock option plan that was approved by the Board on December 4, 2019 Stock Option Plan Corporation in attracting, retaining and motivating directors, officers, employees and consultants (together, service providers Corporation and of its affiliates and to closely align the personal interests of such service providers with the interests of the Corporation and its Shareholders.

The Stock Option Plan provides that the aggregate number of Common Shares reserved for issuance pursuant to options granted under the Stock Option Plan will not exceed 10% of the number of Common Shares of the Corporation issued and outstanding from time to time.

The Stock Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder subject to the express provisions of the Stock Option Plan.

Options may be granted under the Stock Option Plan to such directors, employees, consultants or management company employees of the Corporation and its subsidiaries, if any, as the Board may from time to time designate. Option exercise prices will be determined by the Board, but will, in no event, be lower than the greater of the closing market prices of the underlying securities on (a) the trading day prior to the date of grant of the stock options, and (b) the date of grant of the stock options. The Stock Option Plan complies with National Instrument 45-106 Prospectus Exemptions and provides that the number of Common Shares which may be reserved for issuance on a yearly basis to any one related person upon exercise of all stock options held by such individual may not exceed 5% of the issued Common Shares calculated at the time of grant. Moreover, the

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Corporation cannot issue grants to related persons if in the aggregate their grants would, on a fully diluted basis, exceed 10% of the issued and outstanding Common Shares of the Corporation.

The Stock Option Plan is the Corporation

Circular, the Corporation has 1,350,000 options outstanding to purchase Common Shares. The following table is a summary setting out the options which have been granted to directors, officers, employees, consultants or others as at the date of this Circular:

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Options
to Closing
purchase Price on
common Exercise grant
Group shares Price Expiry Date Grant Date date
Executive
officers and
450,000 $0.15 December 4, 2024 December 4, 2019 N/A
past executive
officers 100,000 $0.82 October 13, 2025 October 13, 2020 $0.82
Directors and
past directors
300,000 $0.15 December 4, 2024 December 4, 2019 N/A
not included
in the above 100,000 $0.82 October 13, 2025 October 13, 2020 $0.82
50,000 $0.15 December 4, 2024 December 4, 2019 N/A
Consultants 50,000 $0.38 August 13, 2025 August 13, 2020 $0.38
300,000 $0.56 September 3, 2025 September 3, 2020 $0.58
Total 1,350,000
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Employment, Consulting and Management Agreements

Management of the Corporation is performed by the directors and officers of the Corporation and not by any other person.

There are no plans in place with respect to compensation of the NEOs in the event of a termination of employment without cause or upon the occurrence of a change of control.

The Corporation has not entered into any consulting agreements.

Oversight and Description of Director and Named Executive Officer Compensation

Given the size and stage of operations, it has not appointed a compensation Committee or formalized any guidelines with respect to compensation at this time. The amounts paid to the NEOs are determined by the independent Board members. The Board determines the appropriate level of compensation reflecting the need to provide incentives and compensation for

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the time and effort expended by the executives, while taking into account the financial and other resources of the Corporation.

Pension Plan Benefits for NEOs

As of the date of this Circular, the Corporation does not maintain any defined benefit plans, defined contribution plans or deferred compensation plans.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

For information regarding securities authorized for issuance under equity compensation, please see Executive Compensation -

Equity Compensation Plan Information

The following table provides details of the equity securities of the Corporation authorized for issuance as of the Circular pursuant to the Stock Option Plan currently in place:

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Number of securities Weighted-average Number of securities remaining
to be issued upon exercise price of available for future issuance under
exercise of outstanding equity compensation plans
Plan Category outstanding options, options, warrants (excluding securities reflected in
warrants and rights and rights column (a))
(a) (b) (c)
Equity
compensation
plans approved N/A N/A N/A
by
securityholders
Equity
compensation
plans not 1,350,000 $0.353 282,988
approved by
securityholders
Total 1,350,000 282,988
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INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the directors or officers of the Corporation or any of their respective associates or affiliates has been indebted to the Corporation as at the date of this Circular or at any time since the date of the Corporation

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes o Informed Person : (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or Corporation that is itself an Informed Person or a subsidiary of the Corporation; (c) any person or Corporation who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises

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control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, other than the voting securities held by the person or Corporation as underwriter in the course of a distribution; and (d) the Corporation itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

statements for the financial year-ended December 31, 2019, none of:

• (a) the Informed Persons of the Corporation;

• (b) the proposed nominees for election as a director of the Corporation; or

• (c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Corporation or in a proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.

APPOINTMENT OF AUDITOR

The auditor of the Corporation is Clearhouse LLP (formerly SDVC LLP, first appointed on November 29, 2019).

CORPORATE GOVERNANCE AND AUDIT COMMITTEES

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance and National Instrument 52-110 Audit Committees is attached to this Circular as , respectively.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Other than the above and as set out in the Notice, management of the Corporation knows of no other matters to come before the Meeting. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of Proxy confers discretionary authority upon the persons designated therein to vote on such matters in accordance with their best judgment.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Corporation is Integral Transfer Agency Inc. through its office located in Toronto, Ontario.

ADDITIONAL INFORMATION

Copies of this Circular, the comparative audited annual financial statements of the Corporation for the years ended December 31, 2019 and December 31, 2018 and management discussion and analysis for the year ended December 31, 2019 may be obtained on SEDAR at www.sedar.com or

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free of charge from the Corporation upon request from the Chief Executive Officer of the Corporation, at 401 Bay Street, Suite 2702, Toronto, ON M5H 2Y4, or by telephone at 416 8627003 and such documents will be sent by mail or electronically by email as may be specified at comparative audited annual financial statements and accompanying management discussion and analysis for the year ended December 31, 2019.

BOARD APPROVAL

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

DATED at Vancouver, British Columbia, this 16[th] day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS (Signed) JAMES MACINTOSH President & CEO

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GRAYCLIFF EXPLORATION LIMITED orporation

CORPORATE GOVERNANCE STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

Corporate governance refers to the policies and structure of the Board of a company whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the Board from executive management and the adoption of policies to ensure the Board recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices ( NI 58-101 -201 Corporate Governance Guidelines NP 58201 -101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices. This disclosure below sets out the Corporation approach to corporate governance and describes the measures taken by the Corporation to comply with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation Corporation independent judgment.

The Corporation responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Corporation complete and accurate information with respect to the Corporation relevant information concerning the industry in which the Corporation operates in order to identify and manage risks. The Corporation Corporation officers, who in turn are responsible for the maintenance of internal controls and management information systems.

The following members of the Board are non-independent: James Macintosh and Julio DiGirolamo.

The following members of the Board are independent: Samuel Hardy and David Lees.

Directorships

The following directors of the Corporation are currently directors of other reporting issuers:

A2

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Director Reporting Issuer: Exchange Listed on and
Symbol:
James Macintosh Monterey Minerals Inc. CSE: MREY
Julio DiGirolamo GTA Financecorp. Inc. TSX Venture Exchange: GTA
Monterey Minerals Inc. CSE: MREY
Samuel Hardy Imperial X Plc NEX (London): IMPP
Ironwood Capital Corp. TSX Venture Exchange: IRN.P
(Secretary)
David Lees Sultan Resources Ltd ASX: SLZ
Monterey Minerals Inc. CSE: MREY
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Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Corporation responsibilities of directors.

Board meetings may also include presentations by the Corporation to give the directors additional insight into the Corporation

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation governing corporate legislation and the common law and the restrictions placed by applicable the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Corporation full and unrestricted access to the Audit Committee at all times to discuss the audit of the Corporation and any related findings as to the integrity of the financial reporting process.

Nomination of Directors

The Corporation exploration industry and public-sector resource issuers. From these sources, the Corporation has made numerous contacts and continues to consider nominees for future board positions. The Corporation conducts diligence and reference checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in the area of strategic interest to the Corporation, the ability to devote the time required and willingness to serve. The Board does not currently have a nominating committee.

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A3

Compensation

The Board as a whole determines the salary and benefits of the executive officers and directors of the Corporation, as well as the Corporation programs.

Other Board Committees

The Board currently has no other committees other than the Audit Committee.

Assessments

The Board works closely with management, and, accordingly, the Board is in a position to assess the performance of individual directors on an ongoing basis.

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GRAYCLIFF EXPLORATION LIMITED orporation

FORM 52-110F2 - AUDIT COMMITTEE DISCLOSURE

Pursuant to National Instrument 52-110 Audit Committees NI 52-110 Corporation is required to have an Audit Committee. The general function of the Audit Committee is to review the overall audit plan and the Corporation external audit and to resolve any potential dispute with the Corporation Auditor. In addition, the Audit Committee must review and report to the directors of the Corporation on the financial statements of the Corporation and the report before they are published.

The Audit Committee Charter of the Corporation is at

C

Composition of the Audit Committee

At a meeting of the Corporation the Board approved an audit Audit Committee Hardy, David Lees and Julio DiGirolamo. David Lees serves as the chair of the Audit Committee.

Audit Committee Member	Title	Independent or Not	Financially Literate
Julio DiGirolamo	Chief Financial Officer, Corporate Secretary and Director	No	Yes
Samuel Hardy	Non-Executive Chairman(1)and Director	Yes	Yes
David Lees (Chair)	Director	Yes	Yes

Notes

• (1) equivalent to the role of an executive officer. In this position, Mr. Hardy does not perform any policy-making function in respect of the Corporation and has no role in day-to-day operations or management of the Corporation.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Corporation judgment.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation.

B2

Relevant Education and Experience

Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is as follows:

Samuel Hardy Mr. Hardy has been involved in the financing, administration and growth of several companies bringing a wide range of experience within the mineral exploration and mining industry.

David Lees extensive experience with capital raising, business development, portfolio management, business relationships and corporate governance. Mr. Lees has a Bachelor of Economics from Murdoch University in Western Australia and a post graduate diploma in Applied Finance and Investment from the Securities Institute.

Julio DiGirolamo Mr. DiGirolamo is a Chartered Professional Accountant with over 24 years of senior-level public company experience, including serving as chief financial officer for several companies, which has given him extensive experience in financial review and management.

siness experience, each member of the Audit Committee

has adequate education and experience that would provide the member with:

• a) an understanding of the accounting principles used by the Corporation to prepare its financial statements;

• b) the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• c) 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 Corporation supervising individuals engaged in such activities; and

• d) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since incorporation has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

At no time since incorporation has the Corporation 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. Part 8 of NI 52-110 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

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Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of nonaudit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by Clearhouse LLP (formerly SDVC LLP), for the years ended December 31, 2018 and December 31, 2019, to the Corporation to ensure auditor independence. Fees billed for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table:

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Nature of Services Fees Billed by Auditor for the Fees Billed by Auditor for the
Year Year
Ended December 31, 2019 Ended December 31, 2018
Audit Fees [(1)] $5,075 $1,950
Audit-Related Fees [(2)] $0 $0
Tax Fees [(3)] $0 $0
All Other Fees [(4)] $0 $0
TOTAL: $5,075 $1,950
----- End of picture text -----

Notes:

(1) of the Corporation fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements.

(2) - udit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

• (3) category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. (4) -audit services.

Exemption

The Corporation has relied upon the exemption provided in section 6.1 of NI 52-110, which composition of its Audit Committee.

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GRAYCLIFF EXPLORATION LIMITED

AUDIT COMMITTEE CHARTER

I. MANDATE

Committee Board Company oversight serve as an independent and objective party to monitor:

1. information;

2. The compliance of such statements and information with legal and regulatory requirements;

3. (the Auditor

4. ng procedures and Auditor.

II. STRUCTURE AND OPERATIONS

A. Composition

The Committee shall be comprised of three or more members.

B. Qualifications

Each member of the Committee must be a member of the Board.

Each member of the Committee must be able to read and understand fundamental financial

C. Appointment and Removal

In accordance with the Articles of the Company, the members of the Committee shall be appointed by the Board

with or without cause, by a majority vote of the Board.

C2

D. Chair

Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by the majority vote of all of the members of the Committee. The Chair shall call, set the agendas for and chair all meetings of the Committee.

E. Meetings

The Committee shall meet as frequently as circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee or appropriate, at every other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.

At each meeting, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company.

As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee or any of these groups believes would be appropriate to discuss privately. In addition, the Committee should financial statements in a manner consistent with Section III of this Charter.

The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.

III. DUTIES

A. Introduction

The following functions shall be the common recurring duties of the Committee in carrying out its purposes outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee.

nal accounting staff, managers, other staff and Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board.

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B. Powers and Responsibilities

The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall:

Independence of Auditor

1. Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, if necessary, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company.

2. Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.

3. Require the Auditor to report directly to the Committee.

4. s and former partners and employees of the Auditor and former independent external auditor of the Company.

Performance and Completion by Auditor of its Work

1. Be directly responsible for the oversight of the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including resolution of disagreements between management and the Auditor regarding financial reporting.

2. Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or rethe purpose of preparing or issui attest services for the Company.

3. Recommend to the Board the compensation of the Auditor.

4. Pre-approve all non-audit services, including the fees and terms thereof, to be performed for the Company by the Auditor.

Internal Financial Controls and Operations of the Company

1. Establish procedures for:

2. (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

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• (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

1. Discuss with management and the Auditor significant financial reporting issues and judgmen nd any

special steps adopted in light of material control deficiencies.

1. Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regardi

2. Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-

3. Discuss with management risk assessment and risk management policies.

4. Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular:

5. (a) principles and practices as suggested by the Auditor, internal auditor or management.

6. (b) The management inquiry letter response to that letter.

7. (c) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

Public Disclosure by the Company

1. and analysis (MD&A) and earnings press releases before the Board approves and the Company publicly discloses this information.

2. financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures.

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1. Chief Financial Officer during their certificat statements about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Com

Manner of Carrying Out its Mandate

1. Consult, to the extent it deems necessary or appropriate, with the Auditor, but without the internal controls and statements.

2. Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

3. Meet, to the extent it deems necessary or appropriate, with management, any internal auditor and the Auditor in separate executive sessions.

4. Have the authority, to the extent it deems necessary or appropriate, to retain special independent legal, accounting or other consultants to advise the Committee advisors.

5. Make regular reports to the Board.

6. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

7. performance.

8. and senior management and the Board.

9. Not delegate these responsibilities.

C.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor.

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