GREAT PACIFIC

GOLD CORP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 23, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

MAY 21, 2025

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Notice of Annual General Meeting of Shareholders or this Management Information Circular, you should immediately contact your advisor.

GREAT PACIFIC GOLD CORP.
Suite 1020, 800 West Pender Street
Vancouver, BC V6C 2V6
Telephone: (778) 261-2331

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 23, 2025

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of shareholders (the “Shareholders”) of Great Pacific Gold Corp. (the “Company”) will be held at Suite 704 – 595 Howe Street, Vancouver, BC V6C 2T5 on Monday, June 23, 2025 at 10:00 a.m. (Vancouver, British Columbia time) for the following purposes:

to set the number of directors of the Company for the ensuing year at four (4) persons;
to elect Gregory McCunn, Robert McMorran, Charles Hethey and Christopher Muller as directors of the Company for the ensuing year;
to appoint BDO Canada LLP, as auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying, confirming and approving the Company’s “rolling up to 10%” stock option plan, as amended and restated (the “Stock Option Plan”), as more particularly described in the accompanying Management Information Circular (the “Information Circular”); and
to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Annual General Meeting of Shareholders.

The Company’s board of directors has fixed May 14, 2025 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

If you will not be attending the Meeting, registered Shareholders need to complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Odyssey Trust Company, 350 – 409 Granville St, Vancouver, BC V6C 1T2 by mail or fax, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment or postponement thereof.

If you are a non-registered Shareholder, please complete and return the materials in accordance with the instructions set forth in the Information Circular.

DATED at Vancouver, British Columbia, this 21st day of May 2025.

By Order of the Board of

GREAT PACIFIC GOLD CORP.

“Gregory McCunn”

Gregory McCunn

Chief Executive Officer and Director

GREAT PACIFIC GOLD CORP.
Suite 1020, 800 West Pender Street
Vancouver, BC V6C 2V6
Telephone: (778) 262-2331

MANAGEMENT INFORMATION CIRCULAR

FOR

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2025

This Management Information Circular (this “Information Circular”) contains information as at May 14, 2025, unless otherwise stated.

INTRODUCTION

This Information Circular accompanies the Notice of Annual General Meeting (the “Notice”) and is furnished to shareholders (the “Shareholders”) holding common shares (the “Common Shares”) in the capital of Great Pacific Gold Corp. (the “Company”) in connection with the solicitation by the management of the Company (the “Management”) of proxies to be voted at the annual general meeting (the “Meeting”) of the Shareholders to be held at 10:00 a.m. (Vancouver, British Columbia time) on Monday, June 23, 2025 at Suite 704 – 595 Howe Street, Vancouver, BC V6C 2T5, or at any adjournment or postponement thereof.

All references to Shareholders are to registered holders of Common Shares, unless specifically stated otherwise.

Date and Currency

The date of this Information Circular is May 21, 2025. Unless otherwise stated, all amounts herein are in Canadian dollars.

MANAGEMENT SOLICITATION OF PROXIES

The solicitation of proxies by Management will be conducted by mail and may be supplemented by telephone or other personal contact to be made, without special compensation, by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company may reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The Company will bear the cost of the solicitation.

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

APPOINTMENT AND REVOCATION OF PROXY

Appointment of Proxy

Registered Shareholders are entitled to vote. A Shareholder is entitled to one vote for each Common Share that such Shareholder holds on the record date of May 14, 2025 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

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

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

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S COMMON SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company's registrar and transfer agent, Odyssey Trust Company at its offices located at 350-409 Granville Street, Vancouver, BC V6C 1T2 by mail or fax, no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment or postponement thereof.

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

Revocation of Proxies

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

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

VOTING BY PROXIES

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Common Shares represented will be voted or withheld from the vote on that matter accordingly. Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. The Common Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD") FOR DIRECTORS AND AUDITOR.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice,

and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, Management is not aware of any such amendments, variations, or other matters to come before the Meeting.

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

ADVICE TO BENEFICIAL SHAREHOLDERS

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

Regulatory polices require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or "NOBOs") or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or "OBOs").

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to send the Notice, this Information Circular and a request for voting instructions (a "VIF"), instead of a proxy (the notice of Meeting, Information Circular and VIF or proxy are collectively referred to as the "Meeting Materials") directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to OBOs.

Meeting Materials sent to Beneficial Shareholders are accompanied by a VIF, instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Intermediary (or other registered Shareholder) how to vote the Beneficial Shareholder's Common Shares on the Beneficial Shareholder's behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions in Canada and Broadridge Financial Services Inc. in the United States (collectively, "Broadridge"). Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own. Beneficial Shareholder receiving a VIF cannot use that form to vote Common Shares directly 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. Should a Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Shareholder will need to write their name (or their nominee's name) in the space provided in the VIF and return it in accordance with the instructions in the VIF.

Only registered Shareholders have the right to revoke a proxy. A Beneficial Shareholder who wishes to change its vote must, at least seven (7) days before the Meeting, arrange for its Intermediary to revoke its VIF on its behalf.

The Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue (i) an unlimited number of Common Shares without par value, (ii) an unlimited number of Class A Common Shares without par value and (iii) an unlimited number of preferred shares without par value. As at the record date, being the close of business on May 14, 2025, a total of 112,465, 765 Common Shares were issued and outstanding. As at the record date, being the close of business on May 14, 2025, no Class A Common Shares or preferred shares of the Company were issued and outstanding.

Persons who are registered Shareholders at the close of business on May 14, 2025 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Common Share held.

To the knowledge of the Board and Management, no person beneficially owns, or exercises control or direction over, directly or indirectly, shares carrying more than 10% of the voting rights attached to the outstanding shares of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

General

The following information, dated as of the date of this Information Circular, is provided as required under Form 51-102F6V - Statement for Executive Compensation – Venture Issuers (the "Form 51-102F6V"), as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations.

For the purposes of this section:

"CEO" means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

"external management company" includes a subsidiary, affiliate or associate of the external management company;

"named executive officer" or "NEO" means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;

(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;

(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year;

“plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

During the financial year ended December 31, 2024, the Company had four (4) NEOs, namely:

Gregory McCunn, Chief Executive Officer and Director
Bryan Slusarchuk, the former President, Chief Executive Officer and a director of the Company;
Jonathan Richards, the Chief Financial Officer of the Company; and
Neil Motton, the former Chief Operating Officer and a director of the Company.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table (presented in accordance with Form 51-102F6V) excluding stock options (the “Options”) and other compensation securities of the Company, provides a summary of the compensation paid by the Company to each NEO and director of the Company for the financial years ended December 31, 2024 and 2023. Options and compensation securities are disclosed under the heading “Stock Options and Other Compensation Securities and Instruments” below.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Gregory McCunn (1)
Chief Executive Officer and Director	2024
2023	150,000
N/A	75,000
N/A	-
N/A	-
N/A	-
N/A	225,000
N/A
Bryan Slusarchuk (2)
Former Chief Executive Officer, President and Director	2024
2023	189,000
324,000	-
115,000	-	-	-	189,000
439,000
Jonathan Richards (3)
Chief Financial Officer	2024
2023	180,000
180,000	55,500
35,000	-	-	-	235,000
215,000
Callum Spink (4)
Vice President	2024
2023	-
N/A	-
N/A	-
N/A	-
N/A	-
N/A	-
N/A
Robert McMorran (5)
Director	2024
2023	36,000
36,000(12)	-
25,000	-	-	-	36,000
61,000
Charles Hethey (6)
Director	2024
2023	-
-	-
25,000	-	-	150,025
183,958	150,025
208,958
Iain Martin (7)
Director	2024
2023	36,000
9,000	-
25,000	-	-	36,000
-	36,000
34,000
Christopher Muller (8)
Director	2024
2023	36,000
N/A	50,000
N/A	-
N/A	-
N/A	-
N/A	86,000
N/A
Neil Motton (9)
Former Chief Operating Officer and Director	2024
2023	241,589
290,458	-
31,029	-	-	73,187(13)
-	314,776
321,487

Liza Gazis (10)	2024	130,998	-	-	-	39,033(13)	170,032
Former Director	2023	151,886	22,163	-	-	-	174,019
John Lewins (11)	2024	-	-	-	-	-	-
Former Director	2023	36,000	25,000	-	-	-	61,000

Notes:
(1) Gregory McCunn was appointed as the Chief Executive Officer and a director of the Company on August 1, 2024.
(2) Bryan Slusarchuk resigned as the Chief Executive Officer, President and a director of the Company on August 1, 2024.
(3) Jonathan Richards was appointed as the Chief Financial Officer of the Company on April 7, 2020. Payments in consulting fees to Red Fern Consulting Ltd. ("Red Fern"), a company controlled by Jonathan Richards.
(4) Callum Spink was appointed as the Vice President of the Company on October 29, 2024.
(5) Robert McMorran was appointed as a director of the Company on August 8, 2019.
(6) Charles Hethey was appointed as a director of the Company on August 8, 2019. Payments in professional fees to O'Neill Law LLP, a law firm of which Charles Hethey is a partner.
(7) Iain Martin was appointed as a director of the Company on September 20, 2023.
(8) Christopher Muller was appointed as a director of the Company on January 11, 2024.
(9) Neil Motton resigned as COO and a director of the Company on October 29, 2024. Payments in consulting fees to Flitegold Pty Ltd ("Flitegold"), a company controlled by Neil Motton and Liza Gazis. The compensation shown relates to the consulting fees for the respective individuals.
(10) Liza Gazis resigned as a director of the Company on October 29, 2024.
(11) John Lewins resigned as a director of the Company on January 11, 2024.
(12) This amount was paid to Malaspina Consultants Inc. for the services provided by Robert McMorran. Malaspina Consultants Inc. is a private company that provides out-sourced accounting services to junior public companies.
(13) This amount was paid as a severance.

Stock Options and Other Compensation Securities and Instruments

During the financial year ended December 31, 2024, the following table of compensation securities provides a summary of all compensation securities granted, or issued by the Company to each NEO and directors of the Company.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Gregory McCunn (1)
Chief Executive Officer and Director	RSU
RSU
Options	100,000
500,000
1,000,000	Aug 1-2024
Nov 26-2024
Aug 1-2024	-
$0.70	-
$0.68	$0.50	Aug 1-2029
Nov 26-2029
Aug 1-2029
Jonathan Richards
Chief Financial Officer	RSU
Options	500,000
200,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Robert McMorran
Director	RSU
Options	250,000
75,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Charles Hethey
Director	RSU
Options	500,000
75,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Iain Martin
Director	RSU
Options	250,000
75,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Christopher Muller
Director	RSU
Options	500,000
200,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Bryan Slusarchuk (2)
Former Chief Executive Officer, President and Director	RSU
Options	1,250,000
200,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Neil Motton (3)
Former Chief Operating Officer and Director	RSU
Options	500,000
200,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Expired
Expired
John Lewins (4)
Former Director	RSU
Options	500,000
200,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Jan 11-2029
Jan 11-2029
Liza Gazis (5)
Former Director	RSU
Options	500,000
100,000	Jan 11-2024
Jan 11-2024	-
$0.95	-
$0.89	$0.50	Expired
Expired

Notes:

(1) Gregory McCunn was appointed as the Chief Executive Officer and a director of the Company on August 1, 2024. Securities were granted to Camosun Advisory Corp., a company controlled by Gregory McCunn.
(2) Bryan Slusarchuk resigned as the Chief Executive Officer, President and a director of the Company on August 1, 2024.
(3) Neil Motton resigned as Chief Operating Officer and a director on October 29, 2024.
(4) John Lewins resigned as a director of the Company on January 11, 2024.
(5) Liza Gaza resigned as a director of the Company on October 29, 2024.

Exercise of Compensation Securities by Directors and NEOs

During the financial year ended December 31, 2024, the following table provides a summary of all securities exercised by the Company's directors and NEOs.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of Exercise	Closing price of security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Gregory McCunn
Chief Executive Officer and Director	-	-	-	-	-	-	-
Jonathan Richards
Chief Financial Officer	-	-	-	-	-	-	-
Robert McMorran
Director	-	-	-	-	-	-	-
Charles Hethey
Director	-	-	-	-	-	-	-
Iain Martin
Director	Options	124,026	0.35	Aug 12-2024	0.59	0.24	29,766.24
Christopher Muller
Director	-	-	-	-	-	-	-
Bryan Slusarchuk
Former Chief Executive Officer, President and Director	-	-	-	-	-	-	-
Neil Motton
Former Chief Operating Officer and Director	Options	179,000	0.40	Oct 18-2024	0.77	0.37	66,230
John Lewins
Former Director	-	-	-	-	-	-	-
Liza Gazis
Former Director	-	-	-	-	-	-	-

Employment, Consulting and Management Agreements

Other than as disclosed below and elsewhere in this Information Circular, the Company did not have any contracts, agreements, plans or arrangements that provide for compensation to its Named Executive Officers or directors during the financial year ended December 31, 2024.

The Company entered into a management consulting agreement dated August 1, 2024 with Camosun Advisory Corp. ("Camosun") a company controlled by Gregory McCunn, Chief Executive Officer and a director of the Company, whereby Camosun agreed to provide the services of Mr. McCunn as Chief Executive Officer of the Company and, in consideration of which, the Company agreed to pay Camosun $30,000 per month. The Company or Camosun may terminate the Agreement by providing 90 days written notice provided that in event of a change of control Camo son will receive a severance payment equal to two years of management fees.

The Company entered into a management consulting agreement dated August 31, 2022 with Red Fern, a company controlled by Jonathan Richards, the Chief Financial Officer of the Company, whereby Red Fern agreed to provide the services of Mr. Richards as Chief Financial Officer of the Company and, in consideration of which, the Company agreed to pay Red Fern $15,000 per month.

Each of Robert McMorran, Iain Martin, and Christopher Muller, directors of the Company, receive $3,000 per month in director fees.

Oversight and Description of Director and NEO Compensation

The Company's executive compensation program is administered by the compensation committee of the Board (the "Compensation Committee"). The Compensation Committee consists of Robert McMorran, Charles Hethey and Christopher Muller. All of the members of the Compensation Committee are "independent" within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110").

The Compensation Committee's responsibilities include reviewing and making recommendations to the Board with respect to adequacy and the form of compensation to all executive officers and directors of the Company, making recommendations to the Board in respect of granting of Options and restricted share units and deferred share units of the Company (collectively, "Awards") to directors, officers, employees and consultants of the Company and its subsidiaries, and monitoring the performance of the Company's executive officers.

Executive compensation awarded to the named executive officers consists of three components: (i) management fees, (ii) Options and (iii) Awards. Other than the Company's stock option plan (the "Stock Option Plan"), as amended from time to time, and Equity Incentive Compensation Plan (the "Equity Incentive Compensation Plan"), as amended from time to time, the Company does not presently have a long-term incentive plan for its named executive officers. There is no policy or target regarding the allocation between cash and non-cash elements of the Company's compensation program.

In setting compensation rates for NEOs, the Company compares the amounts paid to them with the amounts paid to executive officers in comparable positions at other comparable companies. The Company's compensation payable to the named executive officers is based upon, among other things, the responsibility, skills and experience required to carry out the functions of each position held by each named executive officer and varies with the amount of time spent by each named executive officer in carrying out his or her functions on behalf of the Company. The grant of Options and Awards, as a key component of the executive compensation package, enables the Company to attract and retain qualified executive officers. Options grants are based on the total of Options and Awards available under the Stock Option Plan, as amended from time to time, and the Equity Incentive Compensation Plan, as amended from time to time, respectively. In granting Options and Awards, the Board reviews the total of Options and Awards available under the Stock Option Plan, as amended from time to time, and Equity Incentive Compensation Plan, as amended from time to time, respectively, and recommends grants to newly retained executive officers at the time of their appointment and considers recommending further grants to executive officers from time to time thereafter. The amount and terms of outstanding Options and Awards held by an executive officer are taken into account when determining whether and how new Option and Award Grants should be made to such executive officer. The exercise periods are to be set at the date of grant. The Options and Award grants may contain vesting provisions in accordance with the Stock Option Plan, as amended from time to time, and the Equity Incentive Compensation Plan, as amended from time to time, respectively.

Due to the Company being a junior mining issuer and having limited financial resources, compensation is not tied to specific performance criteria or goals. The Company is unaware of any significant events that have significantly affected compensation of its management team and directors. The Company did not make any changes to its compensation policies during or after the financial year ended December 31, 2024.

Pension

The Company does not provide any pension benefits for its directors or executive officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, for the financial year ended December 31, 2024. As at December 31, 2024, its equity compensation plans consisted of the Stock Option Plan and the Equity Incentive Compensation Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	8,867,569 options
7,565,000 RSUs	$1.06
-	2,362,008 options
2,457,854 RSUs
Equity compensation plans not approved by security holders	-	-	-
Total	8,867,569 options
5,680,000 RSUs	-	2,362,008 options
4,342,854 RSUs

Stock Option Plan

The details of the Stock Option Plan, as amended and restated on October 24, 2024 (the "Stock Option Plan"), are set out below under the heading "Particulars of Matters to be Acted Upon – 4. Ratification, Confirmation and Approval of the Stock Option Plan".

Equity Incentive Compensation Plan

On November 26, 2024, the Company's shareholders approved a fixed 10% security-based compensation plan (the "Amended and Restated Equity Incentive Compensation Plan"). Under the Amended and Restated Equity Incentive Compensation Plan, 10,022,854 Common Shares are issuable on exercise of restricted share units and deferred share units ("Awards").

The Amended and Restated Equity Incentive Compensation Plan permits the grant of Awards. The purpose of the Amended and Restated Equity Incentive Compensation Plan is to (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of Participants (as defined in the Amended and Restated Equity Incentive Compensation Plan) with that of other Shareholders generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Common Shares as long-term investments.

Summary of the Amended and Restated Equity Incentive Compensation Plan

The following information is intended as a brief description of the Amended and Restated Equity Incentive Compensation Plan and is qualified in its entirety by the full text of the Amended and Restated Equity Incentive Compensation Plan, which will be available for review at the Meeting. Capitalized terms not otherwise defined herein are as defined in the Amended and Restated Equity Incentive Compensation Plan.

The maximum number of Common Shares issuable pursuant to Awards issued under the Amended and Restated Equity Incentive Compensation Plan shall not exceed 10,022,854 Common Shares. Options granted under the Stock Option Plan shall not be included in the maximum number of Common Shares issuable pursuant to this Amended and Restated Equity Incentive Compensation Plan. Awards that have been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised, and pursuant to which no Common Shares have been issued, shall continue to be issuable under the Amended and Restated Equity Incentive Compensation Plan.
The maximum number of Common Shares for which Awards and other security-based compensation may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, calculated on the date an Award is granted to the Participant, unless the Company obtains disinterested Shareholder approval as required by the policies of the TSX-V. The maximum number of Common Shares for which Awards and other

security-based compensation may be issued to any Consultant shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the Consultant or any such person, as applicable.

Unless disinterested Shareholder approval as required by the policies of the TSX-V is obtained: (i) the maximum number of Common Shares for which Awards and other security-based compensation may be issued to Insiders (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards and other security-based compensation granted to Insiders (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an Award is granted to any Insider.
Awards under the Amended and Restated Equity Incentive Compensation Plan shall be granted only to bona fide Employees, Officers, Directors, Management Company Employees and Consultants, as per the policies of the TSX-V. Pursuant to the policies of the TSX-V, Investor Relations Service Providers are not eligible to receive Awards under the Amended and Restated Equity Incentive Compensation Plan.
Each Award grant shall be evidenced by an Award Agreement that shall specify the number and type of Awards granted, the settlement date for the Awards, and any other provisions as the Committee shall determine.
The Awards granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Awards granted to a Participant under the Amended and Restated Equity Incentive Compensation Plan shall be available in accordance with Sections 6.5 or 7.5 of the Amended and Restated Equity Incentive Compensation Plan, as applicable.
The term of any Award grant shall not exceed ten (10) years, subject to extension where the expiration of an Award falls within a Blackout Period. If an Award expires during a Blackout Period then, notwithstanding the terms of the Awards, the term of the Award shall be extended and the Award shall expire ten (10) business days after the termination of the Blackout Period, provided that: (i) the Blackout Period was formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information, (ii) the Blackout Period expired upon the general disclosure of the undisclosed Material Information referred to in paragraph (i), and (iii) the Company or applicable Participant is not subject to a cease trade order or similar order under applicable securities laws.
If the Award Agreement does not specify the effect of a termination or resignation of employment, then the following default rules will apply, provided that all such Restricted Share Units expire within a reasonable period, not exceeding twelve (12) months, following the date the applicable Participant ceases to be a Permitted Participant and vest in accordance with Section 4.7 of the Amended and Restated Equity Incentive Compensation Plan:
Death: If a Participant dies while a Permitted Participant, (i) all unvested Restricted Share Units as at the Termination Date shall automatically and immediately vest and (ii) all vested Restricted Share Units (including those that vested pursuant to paragraph (i) above) shall be paid to the Participant's estate in accordance with the terms of the Amended and Restated Equity Incentive Compensation Plan and the Award Agreement, provided, however, that any such payment or settlement of Restricted Share Units to such Participant's estate must be completed within a period not exceeding twelve (12) months after the death of such Participant.
Disability: If a Participant ceases to be a Permitted Participant as a result of their Disability, then all Restricted Share Units remain and continue to vest in accordance with the terms of the Amended and Restated Equity Incentive Compensation Plan for a period of ninety (90) days (or such longer period not to exceed twelve (12) months as may be determined by the Board in its sole discretion) after the Termination Date, provided that any Restricted Share Units that have not vested within 90 days (or such longer period not to exceed twelve (12) months as may be determined by the Board in its sole discretion) after the Termination Date shall automatically and immediately expire and be forfeited on such date.
Retirement: If a Participant Retires while a Permitted Participant then the Board shall have the discretion, with respect to such Participant's Restricted Share Units, to determine how long, if at all, such Restricted Share Units may remain outstanding following the Termination Date; provided, however, that in no event shall such Restricted Share Units remain outstanding for more than twelve (12) months after the Termination Date.

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

Termination without cause or Voluntary Resignation: If a Participant ceases to be a Permitted Participant for any reason, other than as set out above, then, unless otherwise determined by the Board in its sole discretion, as of the Termination Date: all unvested Restricted Share Units shall automatically and immediately be forfeited and all vested Restricted Share Units shall be paid to the Participants in accordance with the terms of the Amended and Restated Equity Incentive Compensation Plan and the Award Agreement.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following termination of the Participant's employment or other relationship with the Company or the Affiliates, provided that provisions shall comply with the policies of the TSXV and such Deferred Share Units expire no later than one (1) year after such Termination Date.
Unless otherwise specified in an Award Agreement, and subject to any provisions of the Amended and Restated Equity Incentive Compensation Plan or the applicable Award Agreement relating to acceleration of vesting of Awards, Awards shall vest at the discretion of the Committee, provided, however that no Award may vest before the date that is one (1) year following the date of the grant of the Award, unless the Award Agreement permits acceleration of vesting in the event of the death of the Participant, or where the Participant ceases to be a Permitted Participant in connection with a Change of Control, as further set out in Article X of the Amended and Restated Equity Incentive Compensation Plan.
In connection with a Change of Control, subject to approval by the TSXV, if required, the Board may be permitted to condition any acceleration of vesting on the Participant entering into an employment, confidentiality or other agreement with the purchaser in connection with the Change of Control as the Board deems appropriate.
Participants holding Awards may, if the Committee so determines, be credited with Dividend Equivalents while they are so held in a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of Dividend Equivalents, including cash or Awards. In the event the Committee determines to pay Dividend Equivalents in Awards, the maximum aggregate number of Common Shares issuable pursuant to the Awards must be included in calculating the limits set forth in the Amended and Restated Equity Incentive Compensation Plan. hereof. In the event that a Dividend Equivalent payable in Awards would exceed any of the limits set out herein, the Company shall pay the Participant the cash sum equal to the FMV of the Common Shares issuable pursuant to the Awards multiplied by the number of Shares issuable pursuant to the Awards that would have exceeded the applicable limit if issued to the Participant.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

To the knowledge of Management, no current or former director, executive officer or employee of the Company, proposed nominee for election to the Board, or associate of such persons is, or has been, indebted to the Company or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries since the beginning of the Company's most recently completed financial year and no indebtedness remains outstanding as at the date of this Information Circular.

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

To the knowledge of Management, no director or executive officer of the Company or any proposed nominee of Management for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company's most recently completed financial year in matters to be acted upon at the Meeting, other than the election of directors of the Company, the appointment of the Company's auditors and the ratification, confirmation and approval of the Stock Option Plan and the Equity Incentive Compensation Plan, each as amended and restated.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

MANAGEMENT CONTRACTS

To the knowledge of Management, except as disclosed elsewhere in this Information Circular, no management functions of the Company or any of its subsidiaries are to any substantial degree performed by a person or company other than the directors or executive officers of the Company or any of its subsidiaries.

AUDIT COMMITTEE DISCLOSURE

Pursuant to NI 52-110, the Company is required to disclose certain information concerning the constitution of the audit committee of the Board (the "Audit Committee") and its relationship with its independent auditors.

The Audit Committee Charter

The Audit Committee Charter is set out in Schedule "A" of this Information Circular. The overall purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: the financial reporting process and the quality, transparency and integrity of the financial statements and other related public disclosures; internal controls over financial reporting; compliance with legal and regulatory requirements relevant to the financial statements and financial reporting; ensuring that there is an appropriate standard of corporate conduct for senior financial personnel and employees including, if necessary, adopting a corporate code of ethics; the external auditors' qualifications and independence; and the performance of the internal audit function and the external auditor.

Composition of the Audit Committee

The following persons are members of the Audit Committee:

Robert McMorran	Independent	Financially Literate
Charles Hethey	Independent	Financially Literate
Christopher Muller	Independent	Financially Literate

Relevant Education and Experience

All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements, and have an understanding of internal controls.

In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his/her responsibilities as an Audit Committee member is as follows:

Robert McMorran: Mr. McMorran is a Chartered Professional Accountant and is the former President of Malaspina Consultants Inc., a private company that provides accounting and administrative services to junior companies. Mr. McMorran has over 35 years' experience dealing with financial reporting and the administration of public companies.

Charles Hethey: Mr. Hethey has represented numerous mineral exploration companies and advised them on their securities compliance obligations over the last 15 years. Further, Mr. Hethey has previously been a director and member of the audit committee for other junior public companies and is a director and member of the audit committee of Zacatecas Silver Corp, a company listed on the TSX Venture Exchange, and a director of First Andes Silver Corp., a company listed on the TSX Venture Exchange. Accordingly, Mr. Hethey has the ability to understand financial statements relating to junior resource companies.

Christopher Muller: Mr. Muller is a geologist with over 20 years of experience in open pit and underground mine in Papua New Guinea, Mongolia, China, Ghana, Indonesia and Thailand. Mr. Muller holds a Bachelor of Science degree in economic geology and a PhD in plate tectonics in conjunction with molecular dating. Accordingly, Mr. Muller has the ability to understand financial statements relating to junior resource companies.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year 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 the commencement of the Company's most recently completed financial year has the Company relied on the following exemptions:

the exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services);
the exemption in subsection 6.1.1(4) of NI 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer);
the exemption in subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member);
the exemption in subsection 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation); or
an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemption).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter attached hereto as Schedule "A".

External Auditor Service Fees

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

The aggregate fees billed by the Company’s external auditor in the two most recently completed financial years, by category, are as follows:

	Financial Year Ended December 31, 2024	Financial Year Ended December 31, 2023
Audit Fees	$197,586	$75,984
Audit-Related Fees	$-	$-
Tax Fees	$75,810	$13,375
All Other Fees	$-	$-
Total	$273,395	$89,359

Exemption

The Company has relied upon the exemption provided by section 6.1 of NI 52-110, which exempts a venture issuer from the requirement to comply with the restrictions on the composition of the Audit Committee and the disclosure requirements of the Audit Committee in an annual information form as prescribed by NI 52-110.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices, the Company is required to disclose its corporate governance practices as follows.

Board of Directors

The Board is currently comprised of five (5) members. Under NI 52-110, an “independent” director is a director who has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment.

The Board has determined that four (4) directors of the Company, namely Iain Martin, Christopher Muller, Charles Hethey and Robert McMorran are independent based upon the tests for independence set forth in NI 52-110. Gregory McCunn is considered non-independent because of his position as an executive officer of the Company.

Directorships

The following directors of the Company are directors of other reporting issuers:

Director	Reporting Issuer	Exchange
Gregory McCunn	-	-
Charles Hethey	Zacatecas Silver Corp.	TSX-V
	First Andes Silver Ltd.	TSX-V
Robert McMorran	Farstarcap Investment Corp.	TSX-V
	Fraser Big Sky Capital Corp.	TSX-V
Christopher Muller	-	-
Iain Martin	-	-

Orientation and Continuing Education

The Board provides an overview of the Company’s business activities, systems and business plan to all new directors of the Company. New director candidates of the Company have free access to any of the Company’s records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short-, medium- and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. The directors of the Company are encouraged to update their skills and knowledge by taking courses and attending professional seminars.

Ethical Business Conduct

The Board believes good corporate governance is an integral component to the success of the Company and to meet responsibilities to Shareholders. Generally, the Board has found that the fiduciary duties placed on individual directors of the Company by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

The Board is also responsible for applying governance principles and practices, tracking development in corporate governance, and adapting “best practices” to suit the needs of the Company. Certain of the directors of the Company may also be directors and officers of other companies, and conflicts of interest may arise between their duties. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as applicable under, the Business Corporations Act (British Columbia).

Nomination of Directors

The Board has not formed a nominating committee or similar committee to assist the Board with the nomination of directors for the Company. The Board considers itself too small to warrant creation of such a committee; and each of the directors of the Company has contacts he can draw upon to identify new members of the Board as needed from time to time.

The Board will continually assess its size, structure and composition, taking into consideration its current strengths, skills and experience, proposed retirements and the requirements and strategic direction of the Company. As required, directors of the Company will recommend suitable candidates for consideration as members of the Board.

Compensation

The Board reviews the compensation of its directors and executive officers annually. Compensation of directors and the executive officers of the Company will be determined by the directors and the executive officers of the Company taking into account the Company’s business ventures and the Company’s financial position. See “Statement of Executive Compensation”.

Other Board Committees

The Company has established the Audit Committee and the Compensation Committee.

Assessments

The Board has not implemented a process for assessing its effectiveness. As a result of the Company’s small size and the Company’s stage of development, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis.

The Board does not formally assess the performance or contribution of individual Board members or committee members.

PARTICULARS OF MATTERS TO BE ACTED UPON

Set Number of Directors to be Elected

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at four (4). The number of directors will be approved if the affirmative vote of the majority of Common Shares present or represented by proxy at the Meeting and entitled to vote are voted in favour to set the number of directors at four (4).

The Board unanimously recommends that Shareholders vote “for” setting the number of directors of the Company at four (4).

Election of Directors

The directors of the Company are elected at each annual general meeting of Shareholders and hold office until the next annual general meeting of Shareholders or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Management proposes to nominate each of the following persons for election as a director of the Company. Iain Martin, a current director of the Company, is retiring as a director of the Company and will not be standing for re-nomination. Information concerning such persons, as furnished by the individual nominees, is as follows.

Name, Province/State, Country of Residence and Position(s) with the Company	Period of Service as a Director	Principal occupation, business or employment and, if not a previously elected Director, occupation, business or employment during the past 5 years	Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly (1)
Gregory McCunn
Chief Executive Officer and Director
British Columbia, Canada	Since August 1, 2024	Chief Executive Officer and director of the Company since August 2024; Chief Executive Officer of Galiano Gold Inc. from April 2019 to June 2021; director of Gold Line Resources Ltd. from December 2022 to April 2023; Chief Executive Officer of Noram Lithium Corp. from January 2023 to August 2024.	333,334
(Direct)
Robert McMorran (2)(3)
Director
British Columbia, Canada	Since August 8, 2019	Director of the Company since August 2019; Retired businessman; CFO and Director Farstarcap Investment Corp. from November 16, 2018; Director of Fraser Big Sky Capital Corp. from June 6, 2024.	473,056
(Direct)
Charles Hethey (2)(3)
Chairman and Director
British Columbia, Canada	Since August 8, 2019	Director of the Company since August 2019; Senior Partner at O’Neill Law LLP; Director of Zacatecas Silver Corp. since July 2020; Director of First Andes Silver Ltd. Since June 2020.	305,555
(Direct and Indirect)
Christopher Muller (2)(3)
Director
New South Wales, Australia,	Since January 11, 2024	Director of the Company since January 2024; Executive Vice President Exploration of K92 Mining Inc. since October 2017.	949,948
(Direct)

Notes:
(1) The information as to Common Shares beneficially owned, controlled or directed, directly or indirectly, is as of May 14, 2025.
(2) Member of the Audit Committee, of which Mr. McMorran is the Chair.
(3) Member of the Compensation Committee, of which Mr. Hethey is the Chair.

No proposed director of the Company is being elected under any arrangement or understanding between such proposed director and any other person or company.

Management does not contemplate that any of its nominees will be unable to serve as directors of the Company. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the Common Shares represented by proxy for the election of any other persons as directors of the Company.

To the knowledge of the Company, no proposed director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, Chief Executive Officer or Chief Financial Officer of any company (including the Company) that:

(i) was the subject, while the director was acting in the capacity as director, Chief Executive Officer or Chief Financial Officer of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, Chief Executive Officer or Chief Financial Officer but which resulted from an event that occurred while the director was acting in the capacity as director, Chief Executive Officer or Chief Financial Officer of such company; or

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

(c) has, within the 10 years before the date of this Information 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 director; or

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a director.

For the purposes of this Information Circular, an "order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to an exemption under securities legislation, and such order was in effect for a period of more than 30 consecutive days.

The Board unanimously recommends that Shareholders vote "for" the election of each of the above nominees as directors of the Company.

3. Appointment and Remuneration of Auditor

The Company is nominating BDO Canada LLP, Chartered Professional Accountants, of Vancouver, British Columbia for reappointment as auditor of the Company to hold office until the next annual general meeting of Shareholders and to authorize the Board to fix the remuneration to be paid thereto.

The Board unanimously recommends Shareholders vote "for" the appointment of BDO Canada LLP, Chartered Professional Accountants, as the Company's auditors until the next annual general meeting of Shareholders at a remuneration to be fixed by the Board.

4. Ratification, Confirmation and Approval of the Stock Option Plan

Pursuant to Policy 4.4 – Security Based Compensation of the TSX Venture Exchange ("TSX-V"), all TSX-V listed companies are required to adopt a stock option plan prior to granting Options. The purpose of the Stock Option Plan is to attract and motivate directors, senior officers, employees, consultants and other permitted optionees providing services to the Company and its subsidiaries, and thereby advance the Company's interests, by affording such persons with an opportunity to acquire an equity interest in the Company through the grant of Options. The Company is currently listed on Tier 2 of the TSX-V and has adopted a "rolling" stock option plan reserving a maximum of 10% of the issued shares of the Company at the time of the Option grant.

The Shareholders are being asked to vote for the ratification, confirmation and approval of the Stock Option Plan at the Meeting. As a “rolling up to 10%” stock option plan, the Stock Option Plan will be required to be re-approved by the Shareholders each year at the Company’s annual general meeting.

Summary of the Stock Option Plan

The following information is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting and is attached hereto as Schedule “B”. Capitalized terms not otherwise defined herein are as defined in the Stock Option Plan.

The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not exceed 10% of the outstanding Common Shares at the time of the granting of an Option, less the aggregate number of Common Shares then reserved for issuance pursuant to the Company's other previously established or proposed share compensation arrangements. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under the Stock Option Plan.
The exercise price per Common Share for an Option is determined by the Board and shall in no event be less than the Market Price, less, if the Common Shares are listed on the TSX-V the maximum discount permitted by the TSX-V, at the time of granting the Option. The Company must obtain disinterested Shareholder approval of any decrease in the exercise price of or an extension to Options granted to individuals that are Insiders at the time of the proposed amendment.
The number of Common Shares reserved for issuance under the Stock Option Plan and the Company's other previously established or proposed share compensation arrangements to (a) any one Person, shall not exceed 5% of the outstanding Common Shares in any 12-month period at the time of the grant (unless the Company has obtained Disinterested Shareholder Approval to exceed such limit); (b) any one Consultant shall not exceed 2% of the outstanding Common Shares in any 12-month period at the time of the grant; (c) all Investor Relations Service Providers shall not exceed an aggregate of 2% of the outstanding Common Shares in any 12-month period at the time of the grant; (d) to Insiders, shall not exceed 10% of the outstanding Common Shares in any 12-month period at the time of grant nor at any point in time.
Upon expiry of an Option, or in the event an Option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated Option shall again be available for the purposes of the Stock Option Plan. All Options granted under the Stock Option Plan, unless sooner terminated, have a term not exceeding and shall therefore expire no later than ten (10) years after the date of the grant (subject to extension where the expiry date falls within a blackout period).
If an Optionee dies or suffers any inability of the Optionee arising due to medical reasons which the Board considers likely to permanently prevent or substantially impair such Optionee being able to provide the services necessary to qualify as a Permitted Optionee (a “Disability”) prior to otherwise ceasing to be a Permitted Optionee, each Option held by such Optionee shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is twelve months after the date of the Optionee’s death or Disability.
If an Optionee is terminated or removed for cause, each Option held by such Optionee shall terminate and shall therefore cease to be exercisable upon such termination for cause, unless otherwise determined by the Board (provided that the termination of such Options must occur within 12 months of the Optionee ceasing to qualify as a Permitted Optionee).
If an Optionee ceases to be a Permitted Optionee for any reason other than death, Disability or termination or removal for cause, any Option shall be exercisable to the extent that it has vested and was exercisable as at the date of such cessation, unless further vesting is permitted by the Board, and will terminate (i) 90 days after the date such Optionee ceased to be a Permitted Optionee; or (ii) if the Optionee is subject to the tax laws of the United States of America,

the earlier of 90 days after the date such Optionee ceased to be a permitted Optionee and the three months after the date such Optionee ceased to be a Permitted Optionee.

The Board retains the discretion to impose vesting periods on any Options granted. In accordance with the policies of the TSX-V, Options granted to Investor Relations Service Providers must vest in stages over a minimum of 12 months with no more than one-quarter of the Options vesting in any three-month period. If a Change of Control is agreed to by the Company or events which might lead to a Change of Control are commenced by third parties, all Options, subject to the TSXV’s approval (if required), shall vest immediately and be fully exercisable notwithstanding the terms thereof. Subject to the approval of the TSX-V, if the Optionee is an Investor Relations Service Provider, the Board may advance, at any time, the dates upon which any or all Options shall vest and become exercisable.
Options may be exercised in whole or in part at any time prior to their lapse or termination. Common Shares purchased by an Optionee on the exercise of an Option shall be fully paid at the time of their purchase.
Subject to the approval of the Board, in its discretion, an Optionee (other than an Optionee that is an Investor Relations Service Provider) may exercise an Option by means of a “cashless exercise” as follows: (a) the Brokerage shall loan money to the Optionee to exercise the Options; (b) The Brokerage shall sell a sufficient number of Common Shares to cover the aggregate exercise price of the Options being exercised in order to repay the loan made to the Optionee by the Brokerage; and (c) the Brokerage shall receive an equivalent number of Common Shares from the exercise of the Options by the Optionee, and the Optionee shall then receive the balance of the Common Shares from the exercise of the Option or the cash proceeds from the balance of such Common Shares.
Subject to the approval of the Board, in its discretion, an Optionee (other than an Optionee that is an Investor Relations Service Provider) may exercise an Option by means of a “net exercise”, where the Optionee shall not be required to deliver payment of the exercise price in respect of the subject Option being so exercised, and instead the Optionee shall receive only the number of Common Shares that is equal to the quotient obtained by dividing: (a) the product of (i) the number of Common Shares in respect of which the subject Option is being exercised, and (ii) the difference between the VWAP of the Common Shares and the exercise price of the subject Option; by (b) the VWAP of the Common Shares.
If an Option expires during a Blackout Period, the term of the Option shall be extended and the Option shall expire 10 business days after the termination of such Blackout Period, provided that: (i) the Blackout Period was formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information, (ii) the Blackout Period expired upon the general disclosure of the undisclosed Material Information and (iii) the Company is not subject to a cease trade order or similar order under applicable securities laws.
If the Common Shares are at any time increased, decreased or changed into or exchanged for a different number or kind of shares or securities of the Company through an amalgamation, merger, arrangement, reorganization, spin-off or recapitalization, subject to the prior approval of the TSX-V, an appropriate and proportionate adjustment shall be made by the Board, in its discretion.
If the Common Shares are at any time subdivided or consolidated, the number of Common Shares reserved for Options shall be similarly increased or decreased proportionately and the price payable for any Shares that are then subject to issuance shall be decreased or increased proportionately.
If the Common Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for Options shall be increased proportionately and the price payable for any Common Shares that are then subject to issuance shall be decreased proportionately so that upon exercising each Option the same proportionate shareholdings at the same aggregate purchase price shall be acquired after such stock dividend as would have been acquired before, subject to the prior approval of the TSX-V (if required).
No adjustment shall be made to any Option pursuant to this Part in respect of the payment of any cash dividend or the distribution to the shareholders of the Company of any rights to acquire Common Shares or other securities of the Company.

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to approve, with or without variation, an ordinary resolution ratifying, confirming and approving the Stock Option Plan. The full text of the resolutions to be considered at the Meeting is set forth below:

RESOLVED AS AN ORDINARY RESOLUTION, THAT:

The stock option plan, as amended and restated (the “Stock Option Plan”), of Great Pacific Gold Corp. (the “Company”) be hereby ratified, confirmed and approved, subject to the acceptance of the TSX Venture Exchange (the “Exchange”), and shall thereafter continue and remain in effect until ratification is required pursuant to the rules of the Exchange or other applicable regulatory requirements;
All unallocated options to acquire common shares of the Company, right or other entitlement available under the Stock Option Plan are hereby approved and authorized;
The board of directors of the Company is authorized and directed to make any amendments to the Stock Option Plan as may be required by the Exchange or other regulatory authorities in order to ensure the adoption of the Stock Option Plan; and
Any director or officer of the Company is hereby authorized and directed, for and on behalf of the Company, to do all things and to execute, deliver and file all such agreements, documents and instruments, and to do all such other acts and things, as such director or officer deems necessary or desirable to give effect to the forgoing resolutions.

The Board unanimously recommends that Shareholders vote “for” the ratification, confirmation and approval of the Stock Option Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the Company’s profile on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca.

Financial information about the Company is provided in the audited financial statements of the Company for the financial year ended December 31, 2024, including the accompanying report of the auditors (the “Financial Statements”), together with the management’s discussion and analysis relating thereto (the “MD&A”), which can be found on the Company’s SEDAR+ profile. Shareholders may contact the Company as set out below to request copies of the Financial Statements and MD&A.

Great Pacific Gold Corp.
Suite 1507, 1030 West Georgia Street
Vancouver, BC V6E 2Y3
Attn: Corporate Secretary

OTHER MATTERS

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice, but if any other matters do arise, the person named in the proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice and other matters which may properly come before the Meeting or any adjournment of the Meeting.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

Dated at Vancouver, British Columbia as of this 21st day of May, 2025.

ON BEHALF OF THE BOARD

GREAT PACIFIC GOLD CORP.

“Gregory McCunn”

Gregory McCunn

Chief Executive Officer and Director

SCHEDULE “A”

GREAT PACIFIC GOLD CORP.

AUDIT COMMITTEE CHARTER

I. MANDATE

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Great Pacific Gold Corp. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary duties and responsibilities under this mandate are to serve as an independent and objective party to monitor:

The quality and integrity of the Company’s financial statements and other financial information;
The compliance of such statements and information with legal and regulatory requirements;
The qualifications and independence of the Company’s independent external auditor (the “Auditor”); and
The performance of the Company’s internal accounting 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 statements, including the Company’s balance sheet, income statement and cash flow statement.

C. Appointment and Removal

In accordance with the Articles of the Company, the members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.

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 concerning the Company’s annual financial statements and, if the Committee feels it is necessary 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.

C-1

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 meet with the Auditor and management annually to review the Company’s 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.

The Committee shall be given full access to the Company’s internal 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.

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

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.
Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.
Require the Auditor to report directly to the Committee.
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company.

Performance & Completion by Auditor of its Work

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.
Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or re-election by the Company’s shareholders of the existing, Auditor for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company.
Recommend to the Board the compensation of the Auditor.
Pre-approve all non-audit services, including the fees and terms thereof, to be performed for the Company by the Auditor.

Internal Financial Controls & Operations of the Company

Establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.
Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies.
Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular:
(a) The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the Auditor, internal auditor or management.
(b) The management inquiry letter provided by the Auditor and the Company’s response to that letter.
(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

Review the Company’s annual and interim financial statements, management discussion and analysis (MD&A) and earnings press releases before the Board approves and the Company publicly discloses this information.
Review the Company’s financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of 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.
Review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process of the Company’s financial 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 Company’s internal controls.

Manner of Carrying Out its Mandate

Consult, to the extent it deems necessary or appropriate, with the Auditor, but without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

Request any officer or employee of the Company or the Company’s outside counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
Meet, to the extent it deems necessary or appropriate, with management, any internal auditor and the Auditor in separate executive sessions.
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.
Make regular reports to the Board.
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Annually review the Committee’s own performance.
Provide an open avenue of communication among the Auditor, the Company’s financial and senior management and the Board.
Not delegate these responsibilities.

C. Limitation of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements 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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Great Pacific Gold Corp. — Proxy Solicitation & Information Statement 2025

47865_rns_2025-05-26_7120cda8-3711-4fba-bd61-a87d8d8e7ec7.pdf

Revocation of Proxies

VOTING BY PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and NEO Compensation, Excluding Options and Compensation Securities

Stock Options and Other Compensation Securities and Instruments

Exercise of Compensation Securities by Directors and NEOs

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Pension

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

Equity Incentive Compensation Plan

Summary of the Amended and Restated Equity Incentive Compensation Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

PARTICULARS OF MATTERS TO BE ACTED UPON

3. Appointment and Remuneration of Auditor

4. Ratification, Confirmation and Approval of the Stock Option Plan

Summary of the Stock Option Plan

RESOLVED AS AN ORDINARY RESOLUTION, THAT:

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF THE BOARD OF DIRECTORS

ON BEHALF OF THE BOARD

III. DUTIES

A. Introduction

B. Powers and Responsibilities

Independence of Auditor

Performance & Completion by Auditor of its Work

Preparation of Financial Statements

Public Disclosure by the Company

Manner of Carrying Out its Mandate

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Great Pacific Gold Corp. Proxy Solicitation & Information Statement 2025