Greenland Resources Inc. — Proxy Solicitation & Information Statement 2021

Apr 5, 2021

GREENLAND RESOURCES INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2021

MARCH 22, 2021

GREENLAND RESOURCES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Greenland Resources Inc. (the “ Corporation ”) will be held at 181 University Av. Suite 1410, Toronto, Ontario M5H 3M7 on April 26, 2021 at 9:00 a.m. (Toronto time). The purpose of the Meeting is for the Shareholders to:

1. to receive the audited financial statements of the Corporation for the year ended March 31, 2020 and the report of the auditors thereon;

2. to elect the directors of the Corporation for the ensuing year;

3. to appoint McGovern Hurley LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration; and

4. transact such other business as may properly be brought before the Meeting, or at any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular dated March 22, 2021 (the “ Circular ”).

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is March 22, 2021 (the “ Record Date ”). Shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

As a result of the COVID-19 pandemic, the Corporation asks that Shareholders follow the current instructions and recommendations of federal, provincial and local health authorities when considering attending the Meeting. While it is not known what the situation with COVID-19 will be on the date of the Meeting, the Corporation will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. As such, in order to mitigate potential risks to the health and safety of our communities, Shareholders, employees and other stakeholders, the Corporation is urging all Shareholders to vote by proxy in advance of the Meeting and not to attend the Meeting in person unless and until all social distancing recommendations or restrictions have been lifted. The Corporation will follow the guidance and orders of government and public health authorities in that regard, including those restricting the size of public gatherings. In order to adhere to all government and public health authority recommendations, the Corporation notes that the Meeting will be limited to only the legal requirements for shareholder meetings and guests will not be permitted entrance unless legally required.

Rather than attending in person, the Corporation encourages Shareholders to access the Meeting via telephone conference call at (800) 747-5150 (Toll-Free Canada and US) or (647) 723-3981 (Non Toll-Free), 7-Digit Access Code: 3840022.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Circular accompanying this notice. The Corporation is encouraging all shareholders to vote by proxy in advance of the Meeting. If you are a registered Shareholder, please date and execute the accompanying form of proxy and return it in the envelope provided to Capital Transfer Agency, the registrar and transfer agent of the Corporation, at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, or by facsimile, at (416) 350-5008, by no later than 5:00 p.m. (Toronto time) on April 22, 2021 or two business days preceding the date of any adjournment or postponement. If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MANAGEMENT INFORMATION CIRCULAR BEFORE VOTING.

DATED at Toronto, Ontario this 22[nd] day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Ruben Shiffman”

Ruben Shiffman Executive Chairman

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GREENLAND RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “ Circular ”) is furnished in connection with the solicitation by the management of Greenland Resources Inc. (the “ Corporation ”) of proxies to be used at an annual meeting (the “ Meeting ”), or any adjournment thereof, of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of the Corporation, to be held at 181 University Av. Suite 1410, Toronto, Ontario M5H 3M7, on April 26, 2021, at 9:00 a.m. (Toronto time), for the purposes set forth in the notice of meeting (“ Notice of Meeting ”) and in this Circular. References in the Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

As a result of the COVID-19 pandemic, the Corporation asks that Shareholders follow the current instructions and recommendations of federal, provincial and local health authorities when considering attending the Meeting. While it is not known what the situation with COVID-19 will be on the date of the Meeting, the Corporation will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. As such, in order to mitigate potential risks to the health and safety of our communities, Shareholders, employees and other stakeholders, the Corporation is urging all Shareholders to vote by proxy in advance of the Meeting and not to attend the Meeting in person unless and until all social distancing recommendations or restrictions have been lifted. The Corporation will follow the guidance and orders of government and public health authorities in that regard, including those restricting the size of public gatherings. In order to adhere to all government and public health authority recommendations, the Corporation notes that the Meeting will be limited to only the legal requirements for shareholder meetings and guests will not be permitted entrance unless legally required.

Participants should dial in 5-10 minutes prior to the scheduled start time. To access the Meeting by telephone conference, dial (647) 723-3981 (Non Toll-Free) or (800) 747-5150 (Toll-Free Canada and US), Conference ID: 3840022.

Except where otherwise indicated, the information contained herein is stated as of March 22, 2021.

GENERAL INFORMATION RESPECTING THE MEETING

The enclosed form of proxy is being solicited by or on behalf of the management of the Corporation. The mailing to Shareholders of this Circular will be on or about April 5, 2021. The cost of soliciting proxies will be borne by the Corporation. While most proxies will be solicited by mail only, regular employees of the Corporation may also solicit proxies by telephone or in person. Such employees will receive no additional compensation for these services other than their regular salaries but will be reimbursed for their reasonable expenses.

The Corporation will provide proxy materials to brokers, custodians, nominees and fiduciaries and will request that such materials be promptly forwarded to the beneficial owners of Common Shares registered in the names of such brokers, custodians, nominees and fiduciaries. The Corporation will reimburse brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses incurred in forwarding proxy materials to beneficial owners of Common Shares.

All duly completed and executed forms of proxy must be received by Capital Transfer Agency (“ CTA ”), the registrar and transfer agent of the Corporation, at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, or by facsimile, at (416) 350-5008, by no later than 5:00 p.m. (Toronto time) on April 22, 2021 or two business days preceding the date of any adjournment(s) or postponement(s). The Corporation may refuse to recognize any form of proxy received after such time.

In this Circular, unless otherwise indicated, all dollar amounts “$” are expressed in Canadian dollars.

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APPOINTMENT, VOTING AND REVOCATION OF PROXIES

Appointment of Proxy Holders

Any Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the enclosed form of proxy to attend and to vote and act for and on behalf of such person at the Meeting. In order to do so the Shareholder may insert the name of such person in the blank space provided in the form of proxy, or may use another appropriate form of proxy. The board of directors of the Corporation (the “ Board ”) has fixed the close of business on March 22, 2021 as the record date, being the date for the determination of the registered Shareholders entitled to receive notice of, and to vote at, the Meeting. To be effective, all duly completed and executed proxies must be deposited at the offices of CTA, at 390 Bay St., Suite 920, Toronto, Ontario, M5H 2Y2, or by facsimile, at (416) 350-5008, not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment(s) or postponement(s) thereof. The Corporation may refuse to recognize any instrument of proxy received after such time.

A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the form of proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the directions, if any, given in the form of proxy.

To be valid, a form of proxy must be executed by a Shareholder or a Shareholder’s attorney duly authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorized officer or attorney.

Voting of Proxies

All Common Shares represented by a properly executed and deposited proxy will be voted or withheld from voting on the matters identified in the Notice of Meeting in accordance with the instructions of the Shareholder as specified thereon. In the absence of such direction, such Common Shares will be voted in favour of the matters set out herein.

The form of proxy confers discretionary authority on the persons named in it with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation is not aware of any such amendments, variations or other matters which may come before the Meeting. In the event that other matters come before the Meeting, the management designees intend to vote in accordance with the judgment of management of the Corporation.

Revocation of Proxies

A proxy given pursuant to this solicitation may be revoked at any time prior to its use. A Shareholder who has given a proxy may revoke the proxy at any time prior to use by:

• (i) completing and signing a proxy bearing a later date and depositing it with CTA at the address provided herein at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof;

• (ii) depositing an instrument in writing executed by such Shareholder or by his or her attorney duly authorized in writing, or, if the Shareholder is a body corporate, by a duly authorized officer or attorney, either with CTA at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof, or with the chairperson of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof; or

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

Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

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Voting by Registered Shareholders

Registered Shareholders are Shareholders who hold their Common Shares in their own name. Registered Shareholders will have received a proxy form in their own name, and may vote by returning the form of proxy received from the Corporation by mail or hand delivery. Alternatively, Registered Shareholders may elect to submit a form of proxy via the Internet. Registered Shareholders electing to vote by telephone or via the Internet must follow the instructions included in the form of proxy received from the Corporation.

Voting by Non-Registered/Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their Common Shares in their own name and are considered nonregistered beneficial Shareholders. Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders are “non-registered” Shareholders (“ Non-Registered Shareholders ”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (“ Intermediary ”) (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators or self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Shareholder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“ CDS ”)) of which the Intermediary is a participant. Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. In accordance with applicable securities law requirements, the Corporation will have distributed copies of the Meeting Materials to the clearing agencies and Non-Registered Shareholders, or Intermediaries for onward distribution to Non-Registered Shareholders, as applicable. If you are a Non-Registered Holder, your Intermediary will be the entity legally entitled to vote your Common Shares at the Meeting. Common Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.

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

• (i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company , will constitute voting instructions (often called a “ voting instruction form ”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one page preprinted form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for this form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. A Non-Registered Shareholder who receives a voting instruction form cannot use that form to vote his or her Common Shares at the Meeting ; or

• (ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the NonRegistered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the

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Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with CTA.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting, or any adjournment(s) or postponement(s) thereof, or to have another person attend and vote on behalf of the Non-Registered Shareholder, the Non-Registered Shareholder should strike out the person’s named in the voting instruction form and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote, which is not received by the Intermediary at least seven (7) days prior to the Meeting.

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

Except as described elsewhere in this Circular, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of the Corporation who has held such position at any time since the beginning of the Corporation’s last financial year, (b) any proposed nominee for election as a director of the Corporation, and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to be acted on at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of common shares without par value. As at the date hereof, there are 74,253,030 Common Shares issued and outstanding, each of which entitles the holder thereof to one vote at meetings of the Shareholders.

The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed at March 22, 2021 (the “ Record Date ”). All such holders of record of Common Shares on the Record Date are entitled to either attend the Meeting and vote their Common Shares in person, or, provided that a completed and executed proxy shall have been delivered to the CTA within the time specified in the Notice of Meeting, to attend the Meeting and vote their Common Shares by proxy. As a result of the COVID-19 pandemic, all Shareholders are urged to vote by proxy in advance of the Meeting and not to attend the Meeting in person unless and until all social distancing recommendations or restrictions have been lifted.

To the knowledge of the directors and officers of the Corporation, as at the date of this Circular, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Corporation carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation, other than other than as set out below:

Name of Shareholder	Number of Common Shares(1)(2)	Percentage of Common Shares(1)(2)
Ruben Shiffman	12,050,000	16.23%
Jesper Kofoed(3)	7,950,000	10.71%

Notes:

(1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been obtained by the Corporation from publicly disclosed information and/or furnished by the relevant shareholder. (2) On a non-diluted basis.

(3) On March 27, 2019, Jesper Kofoed passed away.

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BUSINESS OF THE MEETING

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

1. Receipt of the Financial Statements and Auditors’ Report

The audited financial statements of the Corporation for the year ended March 31, 2020 and the report of the auditors thereon will be placed before the Shareholders at the Meeting.

Under National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”), a person or corporation who in the future wishes to receive financial statements from the Corporation must deliver a written request for such material to the Corporation, together with a signed statement that the person or corporation is the owner of securities (other than debt instruments) of the Corporation. Shareholders who wish to receive financial statements are encouraged to send the enclosed return card, together with the completed form of proxy to CTA at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2.

Copies of the Corporation’s annual and interim financial statements are also available on SEDAR at www.sedar.com.

2. Election of Directors

The Corporation’s articles provide for a flexible number of directors, subject to a minimum of one and a maximum of ten. At the Meeting, the Shareholders will be asked to consider, and, if thought fit, approve with or without variation a resolution electing three directors to the Board, to serve until the next annual meeting of Shareholders or until their successors are elected or appointed. In order to be effective, this resolution requires the approval of not less than 50% plus one of the votes cast by Shareholders represented at the Meeting in person or by proxy.

Shareholders have the option to (i) vote for all of the directors of the Corporation listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors. Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted FOR the election of each of the proposed nominees set forth in the table below.

Management has no reason to believe that any of the nominees will be unable to serve as a director but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the proxy to vote the proxy for the election of any other person or persons in place of any nominee or nominees unable to serve.

The following table states the name of each person nominated by management for election as directors, such person’s principal occupation or employment, period of service as a director of the Corporation, and the approximate number of voting securities of the Corporation that such person beneficially owns, or over which such person exercises direction or control:

Name, and Province and Country of Residence	Principal Occupation During the Last Five Years(1)	Director Since	Common Shares Owned or Controlled(1)
Ruben Shiffman(2) Ontario, Canada	Executive Chairman, Greenland Resources Inc. (2014 to Present); President, Greenland Resources Inc. (2019 to Present); Executive Chairman, Calvista Gold Corporation (2010 to 2012)	Jun. 2014	12,050,000
Leonard Asper(2) Ontario, Canada	President & Chief Executive Officer, Anthem Media Group Inc. (Nov. 2010 to Present)	Jun. 2014	5,550,000

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Name, and Province and Country of Residence	Principal Occupation During the Last Five Years(1)	Director Since	Common Shares Owned or Controlled(1)
James Steel(2) Ontario, Canada	Senior Vice President, Mining, Eloro Resources Ltd. (Apr. 2015 to Jan. 2017); Chairman and Chief Executive Officer, Strata Minerals Inc. (July 2015 to Sept. 2016); Managing Director, Mining Insights Inc. (1999 to 2010); Director, Geology & Metals, Genivar (now WSP Group plc) (2012 to 2013).	Mar. 2016	200,000

Notes:

(1) Information about principal occupation, business or employment and number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective persons set forth above.

(2) Member of the Audit Committee. Mr. Asper serves as Chair.

Biographical Notes for Director Nominees

Ruben Shiffman, BBA, MBA, PhD

Dr. Ruben Shiffman was the Co-Founder and Executive Chairman of Calvista Gold Corporation, a company listed on the Toronto Stock Exchange successfully sold to AUX Group now owned by Mubadala Investment (2010 to 2012). In Toronto, Dr. Shiffman was Managing Director of emerging markets trading globally at Scotia Capital (2005 to 2009), VP & Director of emerging markets at TD Securities (2002 to 2005) and Director of derivatives trading at Scotiabank (1999 to 2002). As a Director of the Securities Bureau for the MOF / CNBV (1996 to 1999), he was a member of the G10/CPSS at the Bank for International Settlements in Basel, Switzerland. Ruben holds a BBA/MBA from UDLA and a PhD in finance from the National Autonomous University of Mexico and has completed Doctoral studies in finance from the Rotman School of Management at the University of Toronto. In 1997 he received the National Finance Award “IMEF”. He has been a director of various public mining companies in Canada and is currently a Governor of the International Board of Governors of Tel-Aviv University. He is fluent in Danish.

Leonard Asper, BA, LLB

Mr. Leonard Asper is a Canadian businessperson, entrepreneur and lawyer. Since December, 2010, Mr. Asper has been the President and CEO as well as majority shareholder of Anthem Media Group Inc. a privately held media company which operates television channels and websites on traditional and web based platforms. From 1999 to 2010, Mr. Asper was the president and Chief Executive Officer of Canwest, Canada’s largest media company, and controlled and operated television networks in a number of international jurisdictions. Mr. Asper is also one of the founders of Canterbury Park Capital, a private equity fund. He also serves on the Board of Overseers of the International Business School of Brandeis University where he founded the Asper School for Entrepreneurship. He is a Trustee of the Asper Foundation, the founder of the Joshua Foundation and a member of the Board of Governors of the Saul and Claribel Simkin Center, a seniors’ housing complex in Winnipeg. Mr. Asper holds a BA in Politics from Brandeis University, a LLB from the University of Toronto, Faculty of Law, and an honorary LL.D. from the University of Winnipeg.

James Steel, BSc, MBA, PGeo

Mr. Jim Steel is Canadian, and a Professional Geoscientist (Ontario) providing financial and strategic consulting services to the resource industry through Steel & Associates. His professional work focuses on geoscientific consulting and valuation with integration of financial modelling. His career spans over 30 years in mining and mining finance in Canada, Latin America and Africa. From 2012 to 2013 he was Director of Geology and Metals at consulting engineering firm Genivar (now WSP Global Inc.) where he provided regulatory oversight in National Instrument 43101 compliance for feasibility studies and preliminary economic assessments in addition to business development for Latin American projects, and mining industry competitive analysis in support of strategic positioning initiatives. He has also held positions as Senior Mining Analyst, Vice President and Portfolio Manager for precious metal and resource funds in the Canadian financial sector. Mr. Steel holds a BSc in Geology/Earth Science from the University of British Columbia and an MBA from the London Business School. He is a registered professional geoscientist in the province of Ontario.

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Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director of the Corporation is, as at the date hereof, or has been, within the previous 10 years, a director, chief executive officer or chief financial officer, of any company (including the Corporation) that:

• (a) while that person was acting in the capacity was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

• (b) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer of such company and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

• (c) 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.

No proposed director of the Corporation (or any personal holding company of any such individual):

• (a) is at the date hereof, or has been within the previous 10 years, a director or executive officer of any corporation that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver manager or trustee appointed to hold its assets; or

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

No proposed director of the Corporation (or any personal holding company of any such individual) 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 any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

3. Appointment of Auditors

McGovern Hurley LLP, Chartered Professional Accountants (“ McGovern Hurley ”), is the independent registered certified auditor of the Corporation. McGovern Hurley was first appointed as the Corporation’s auditor upon incorporation on February 7, 2008.

Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to re-appoint McGovern Hurley to serve as auditor of the Corporation until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix their remuneration as such.

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form FOR the re-appointment of McGovern Hurley as auditor of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed, and the authorization of the directors of the Corporation to fix their remuneration.

The directors of the Corporation recommend that shareholders vote in favour of the re-appointment of McGovern Hurley and the authorization of the directors of the Corporation to fix their remuneration. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

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4. Other Matters

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

EXECUTIVE COMPENSATION

Named Executive Officers

A Named Executive Officer (“ NEO ”) of the Corporation means each of the following individuals:

• (a) a chief executive officer (“ CEO ”) of the Corporation;

• (b) a chief financial officer (“ CFO ”) of the Corporation;

• (c) if applicable, each of the Corporation’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51102F6 – Statement of Executive Compensation ; and

• (d) each individual who would be an NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

During the financial year ended March 31, 2020 (the “ Last Financial Year ”), the Corporation had the following three NEOs: Ruben Shiffman, President & Executive Chairman, Eric Grossman, Chief Financial Officer (October 2019 – March 2020) and Dennis Waddington, former Chief Financial Officer (March 2019 – October 2019).

Director and NEO Compensation, Excluding Compensation Securities

The following table provides information regarding director and NEO compensation for the Corporation during the Last Financial Year and the financial year ended March 31, 2019, excluding compensation securities:

		Salary, consulting
Name and position	Year Ended	fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compen- sation ($)	Total compen- sation ($)
Jesper Kofoed Former President, Chief Executive Officer, Director	Mar. 31, 2020	Nil(1)	Nil	Nil	Nil	Nil	Nil
	Mar. 31, 2019	61,164	135,000	Nil	Nil	Nil	196.164
Dennis Waddington Former Chief Financial Officer (until October 2019)	Mar. 31, 2020	15,550	Nil	Nil	Nil	Nil	15,550
	Mar. 31, 2019	30,000	Nil	Nil	Nil	Nil	30,000
Eric Grossman Chief Financial Officer (October 2019 to present)	Mar. 31, 2020	15,612	Nil	Nil	Nil	Nil	15,612
	Mar. 31, 2019	Nil	Nil	Nil	Nil	Nil	Nil

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Ruben Shiffman President, Executive Chairman, Director	Mar. 31, 2020	175,000	Nil	Nil	Nil	Nil	175,000
	Mar. 31, 2019	66,500	120,000	Nil	Nil	Nil	186,500
Leonard Asper Director	Mar. 31, 2020	11,000	Nil	Nil	Nil	Nil	11,000
	Mar. 31, 2019	20,000	Nil	Nil	Nil	Nil	20,000
James Steel Director	Mar. 31, 2020	30,000	Nil	Nil	Nil	Nil	30,000
	Mar. 31, 2019	21,000	Nil	Nil	Nil	Nil	21,000

Notes:

• (1) On March 27, 2019, Jesper Kofoed passed away.

• (2) This represents compensation Mr. Waddington received as the former Chief Financial Officer of the Corporation during the Last Financial Year.

• (3) This represents compensation Mr. Grossman received as the Chief Financial Officer of the Corporation during the Last Financial Year.

• (4) Dr. Shiffman received compensation as Executive Chairman of the Corporation through a company controlled by Dr. Shiffman.

• (5) Mr. Steel invoiced the company for geological consulting services and received no compensation in his capacity as a director.

Stock Options and Other Compensation Securities

During the Last Financial Year, the Corporation did not grant or issue any compensation securities to any director or NEO of the Corporation or any of its subsidiaries, and no outstanding compensation securities of the Corporation were exercised by any such persons.

Stock Option Plan

On April 28, 2015, the Corporation adopted an incentive stock option plan (the “ Option Plan ”), which is the Corporation’s only equity compensation plan. Under the Option Plan, directors, senior officers, employees and consultants of the Corporation and its affiliates (collectively, the “ Eligible Persons ”) are eligible to receive grants of options at the Board’s discretion. The purpose of the Option Plan is to advance the interests of the Corporation by (i) providing Eligible Persons with additional performance incentives; (ii) encouraging Common Share ownership by the Eligible Persons, (iii) increasing the Eligible Persons’ proprietary interest in the Corporation’s success; (iv) encouraging the recipients of options (“ Optionees ”) to remain with the Corporation; and (v) attracting new employees, officers, directors and consultants to the Corporation.

The number of Common Shares which may be reserved for issuance under the Option Plan is limited to 10% of the issued and outstanding Common Shares on the options grant date. As of the date of this Circular, 7,225,303 Common Shares may be reserved for issuance pursuant to the Option Plan. Outstanding options to purchase a total of 5,300,000 Common Shares have been issued and remain outstanding, leaving 1,925,303 options available for issuance under the Option Plan.

• (a) Number of Shares Reserved. The number of Common Shares available to be reserved for issuance under the Option Plan is 10% of the number of Common Shares outstanding less any Common Shares reserved pursuant to the Corporation’s other security based compensation arrangements, if any, at the time of reservation. Any Common Shares subject to an option which has been granted under the Option Plan and which has been cancelled, repurchased, expired or terminated in accordance with the terms of the Plan without having been exercised will again be available under the Option Plan.

• (b) Administration. The Option Plan is to be administered by the compensation committee of the Board, or if no compensation committee has been appointed, by the Board.

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• (c) Eligible Persons. Options under the Option Plan may only be issued to (i) directors, officers, employees and consultants of the Corporation, and (ii) entities that control or are controlled by such persons. Such persons and entities are referred to herein as “ Eligible Persons ”.

• (d) Board Discretion. The Option Plan provides that the exercise price, vesting provisions, the extent to which such option is exercisable and other terms and conditions relating to such options shall be determined by the compensation committee or the Board, as applicable, and subject to compliance with the policies of the Applicable Exchange.

• (e) Maximum Term of Options. Options granted under the Option Plan will be for a term not exceeding 10 years from the date of grant.

• (f) Maximum Options per Person. The number of Common Shares reserved for issuance to any one consultant, and to all service providers conducting investor relations activities, pursuant to options granted under the Option Plan during any twelve month period may not exceed 2% of the outstanding Common Shares at the time of grant. The number of Common Shares reserved for issuance to any optionee, other than a consultant or service provider conducting investor relations activities, pursuant to options granted under the Option Plan, together with all other share compensation arrangements of the Corporation, during any 12-month period may not exceed 5% of the outstanding Common Shares at the time of grant.

• (g) No Assignment. Options granted under the Option Plan may not be assigned or transferred.

• (h) Amendments. Generally, the Board may amend the Option Plan, subject to any necessary regulatory approval, except that no general amendment of the Option Plan will, without the prior written consent of all optionees, alter or impair any option of the Corporation previously granted.

• (i) Termination Prior to Expiry. If an optionee ceases to be an Eligible Person, options previously granted to such person will cease to be exercisable within a period of 90 days after the date such person ceases to be eligible under the Option Plan, or such longer or shorter period as determined by the Board, provided that no option shall remain outstanding for any period which exceeds the earlier of: (i) the expiry date of such option and (ii) 12 months following the date such person ceases to be an Eligible Person. If an optionee dies, the options of the deceased option holder will be exercisable by his or her estate for a period to be determined by the compensation committee or the Board, as applicable, not exceeding 12 months or the balance of the term of the options, whichever is shorter.

• (j) Exercise Price. Options granted under the terms of the Option Plan will be exercisable at a price which is not less than: (i) if the Common Shares are listed on the TSX-V, the last closing price of the Common Shares on the TSX-V; or (ii) if the Shares are not listed on the TSX-V, in accordance with the rules of the stock exchange on which the Common Shares are listed at the time of the grant; or (iii) if the Common Shares are not listed on any stock exchange, the minimum exercise price as determined by the Board.

• (k) Full Payment for Shares . The Corporation will not issue shares pursuant to options granted under the Option Plan unless and until the Common Shares have been fully paid for.

• (l) Reduction of Exercise Price . The exercise price of options granted to Insiders of the Corporation may not be decreased without disinterested shareholder approval.

• (m) Change of Control . In the event of a Change of Control (as defined in the Option Plan), all options outstanding shall be immediately become exercisable.

• (n) Termination of Plan . The Option Plan may be discontinued by the Board, subject to requisite shareholder and regulatory approval, and, if applicable, the consent of any optionee whose rights would be adversely affected

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Employment, Consulting, and Management Agreements

During the Last Financial Year, management of the Corporation was compensated for their services to the Corporation as follows: the Corporation paid $175,000 to 2240882 Ontario Inc., a company controlled by Ruben Shiffman, as compensation for Dr. Shiffman’s services as the Corporation’s Executive Chairman and President; the Corporation compensated Dennis Waddington for his services as former Chief Financial Officer by payment of $15,550 to him; the Corporation compensated Eric Grossman for his services as Chief Financial Officer by payment of $15,612 to him.

No employment agreement with any member of the management providing for a set remuneration for management services was entered into during the Last Financial Year and no such agreement is in place as at the date of this Circular.

Oversight and Description of Director and NEO Compensation

The Board performs the duties of a compensation committee, as it has not delegated any related services to a compensation committee. The Board reviews and approves the compensation of executive officers. At the end of the Last Financial Year, there were three (3) directors on the Board.

The Corporation is an exploratory stage mining corporation and does not expect to be generating revenues from operations in the foreseeable future. As a result, the use of traditional performance standards, such as corporate profitability, is not considered by the Board to be appropriate in the evaluation of corporate or NEO performance. The compensation of NEOs is also based, in part, on trends in the mineral exploration industry as well as achievement of the Corporation’s business plans. The Board did not establish any quantifiable criteria during the Last Financial Year with respect to base compensation payable or the amount of equity compensation granted to NEOs or directors and did not benchmark against a peer group of companies.

NEO Compensation

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. Fixed salary comprises a portion of the total cash-based compensation. Annual incentives and option based compensation will represent compensation that is “at risk” and thus may or may not be paid to the respective NEO depending on whether the NEO is able to meet or exceed his or her applicable performance targets.

Fixed Salaries/Consulting Fees

The Corporation may provide NEOs with base compensation in the form of a fixed annual salary or consulting fees, representing the minimum compensation for services rendered or expected to be rendered. Base salary/consulting fees depend on an NEO’s experience, responsibilities, current competitive market conditions, management effectiveness, proven or expected performance of the particular individual, and the Corporation’s existing financial resources. Base salaries/consulting fees are reviewed annually by the Board.

Annual Incentives

The Corporation may provide NEOs with annual bonus payments from time to time at the Board’s discretion. The Board will determine annual incentive amounts in its discretion, based on individual completion of milestones designated by the Board, achievement of corporate goals, and benchmarks relating to the Corporation’s overall performance. NEOs will also be eligible to receive a bonus for extraordinary achievements from time to time.

Stock Options

Stock option grants are awarded to employees, including NEOs, pursuant to the Option Plan (as defined herein) at the Board’s discretion. Decisions with respect to options granted are based upon the individual’s level of responsibility and their contribution towards the Corporation’s goals and objectives, and additionally may be awarded in recognition of the achievement of a particular goal or extraordinary service. The Board believes that the grant of options to executive officers and common share ownership by such officers serves to motivate such officers to strive towards achievement of the Corporation’s long-term strategic objectives, which will benefit all shareholders. The Board will

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consider the overall number of options that are outstanding relative to the number of outstanding Common Shares in determining whether to make any new grants of options and the size of such grants.

Director Compensation

As of the Last Financial Year, the Board had not adopted a compensation program for its directors with respect to general directors’ duties, meeting attendance or for additional service on Board committees. However, directors were entitled to be reimbursed for reasonable out-of-pocket expenses incurred in attending board, committee or Shareholder meetings and otherwise incurred in carrying out their duties as directors. During the Last Financial Year, the Corporation awarded $11,000 to directors for their contributions to the Board.

Directors may receive grants of stock options at the discretion of the Board. The exercise price, vesting, and expiry of such options is determined by the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides details of the equity securities of the Corporation authorized for issuance as of March 31, 2020:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans adopted by the Corporation(1) (2)	7,225,303(3)	$0.20	1,925,303
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	7,225,303(3)	$0.20	1,925,303

Notes:

(1) The Corporation’s only equity compensation plan is the Option Plan, a rolling stock option plan. The number of shares which may be reserved for issuance under the Option Plan is limited to 10% of the issued and outstanding Common Shares on the options grant date. For more information about the material features of the Option Plan, “ Executive Compensation – Stock Option Plan ”, above.

• (2) Securityholder approval is not required of the Corporation’s stock option plan since the Corporation has not issued an “exchangetraded security”, as defined by National Instrument 51-102 – Continuous Disclosure Obligations.

• (3) This balance represents 10% of the total of 72,253,030 Common Shares effectively issued and outstanding as at March 31, 2020.

STATEMENT OF CORPORATE GOVERNANCE

The description of the Corporation’s current corporate governance practices is provided in accordance with Form 58101F2 of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”).

Board of Directors

National Instrument 52-110 Audit Committee (“ NI 52-110 ”) defines an “independent director” as a director who has no direct or indirect “material relationship” with the issuer. A “material relationship” is as a relationship which, in the view of the Board, could reasonably be expected to interfere with the exercise of a member’s independent judgment.

As at the date of this Circular, the Board is comprised of three directors, being Ruben Shiffman, Leonard Asper, and James Steel. Mr. Asper and Mr. Steel are independent within the meaning of NI 52-110. Dr. Shiffman is not considered independent as he is an officer of the Corporation, and each thereby has a “material relationship” with the Corporation.

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Directorships

None of the directors or director nominees of the Corporation currently hold any other public company directorships.

Orientation and Continuing Education of Board Members

The Board does not have a formal orientation or education program for its members. The Board’s continuing education is typically derived from correspondence with the Corporation’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically, Board members have been nominated who are familiar with the Corporation and the nature of its business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Corporation may from time to time also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Ontario) (“ OBCA ”), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nomination of Directors

The Board currently holds the responsibility for the nomination and assessment of new directors. The Board seeks to achieve a balance of knowledge, experience and capability among the members of the board. When presenting shareholders with a slate of nominees for election, the Board considers the following:

• the competencies and skills which the Board as a whole should possess;

• the competencies and skills which each existing director possesses; and

• the appropriate size of the Board to facilitate effective decision-making.

The Board also recommends the number of directors on the board to shareholders for approval, subject to compliance with the requirements of the OBCA and the Corporation’s by-laws. Individual Board members are responsible for assisting the Board in identifying and recommending new nominees for election to the Board, as needed or appropriate.

The Board will periodically assess the appropriate number of directors on the Board and whether any vacancies on the board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, or the size of the board is expanded, the Board will consider various potential candidates for director. Candidates may come to the attention of the Board through current directors or management, shareholders or other persons. The assessment of the contributions of individual directors has principally been the responsibility of the Board as a whole.

Compensation

To determine compensation payable, the members of the Board does not review compensation paid for directors and NEOs of companies of similar size and stage of development, only considering similar companies as an informal reference when determining an appropriate level of compensation. The level of compensation paid by the Corporation reflects the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation.

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Assessments

Currently the Board takes responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the board’s decision-making processes and the quality of information provided by management, and among other things :

• overseeing strategic planning

• monitoring the performance of the Corporation’s assets

• evaluating the principal risks and opportunities associated with the Corporation’s business and overseeing the implementation of appropriate systems to manage these risks

• approving specific acquisitions and divestitures

• evaluating senior management

• overseeing the Corporation’s internal control and management information systems

AUDIT COMMITTEE INFORMATION

NI 52-110 requires the Corporation, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

The Audit Committee of the Board (the “ Audit Committee ”) is responsible for monitoring the Corporation’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of the Corporation’s external auditors. The committee is also responsible for reviewing the Corporation’s annual audited financial statements, unaudited quarterly financial statements and management’s discussion and analysis of financial results of operations for both annual and interim financial statements and review of related operations prior to their approval by the full Board.

Audit Committee Charter

The full text of the charter of the Audit Committee is attached as Schedule “A” to this Circular.

Composition of the Audit Committee

The members of the Audit Committee are Leonard Asper (Chair), James Steel, and Ruben Shiffman. Pursuant to section 6.1.1 of NI 52-110, the Audit Committee membership meets the requirement for venture issuers that a majority of audit committee members not be executive officers, employees or control persons since neither Mr. Asper nor Mr. Steel are executive officers, employees or control persons of the Corporation. All members of the Audit Committee

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are financially literate within the meaning of NI 52-110.

Relevant Education and Experience

The following table summarizes the relevant education and experience of the members of the Audit Committee:

Name of Member	Education	Experience
Leonard Asper (Chair)	BA, Brandeis University LLB, UofT, Faculty of Law	Mr. Asper has extensive financial management and risk assessment experience as senior management of both public and private companies. He has served as President and CEO of Anthem Media Group Inc. (2010 to Present), and President and CEO of Canwest (1999 to 2010), Canada’s largest media company.
Ruben Shiffman	BBA, UDLA MBA, UDLA PhD (Finance), UNAM / UofT	Dr. Shiffman has over 20 years’ experience in the public and private financial sectors, including as Managing Director, Derivatives Trading at Scotia Capital (2005 to 2009), VP & Director, Emerging Markets at TD Securities (2002 to 2005), and as Director of the Securities Bureau for the Mexican Ministry of Finance/CNBV (1996 to 1999).
James Steel	BSc, UBC MBA, LBS	Mr. Steel has over 30 years experience in mining and mining finance in Canada, Latin America, and Africa, including senior positions at metal and resource funds in the Canadian financial sector. Mr. Steel’s professional work continues to focus on geoscientific consulting and valuation with integration of financial modelling.

Audit Committee Oversight

During the financial year ended March 31, 2020, there was no recommendation of the Audit Committee to nominate or compensate an external auditor that was not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in its charter.

External Auditor Service Fees

The following table discloses the service fees billed to the Corporation by its external auditor during the last two completed financial years:

Period Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
Mar. 31, 2020	$21,000	Nil	$2,500	$420
Mar. 31, 2019	$19,000	Nil	$2,500	$380

Notes:

• (1) Paid for professional services rendered by the auditor for the audit of the Corporation’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

• (2) Paid for professional services rendered by the auditor and consisted primarily of file quality review and for assurance and related services that are reasonably connected to the performance of the audit or review of the Corporation’s financial statements and are not disclosed in the “Audit-Related Fees” column above.

• (3) Paid for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

• (4) Paid to the Canadian Public Accountability Board.

Exemption

Since the Corporation is a “venture issuer” pursuant to NI 52-110 (its securities are not listed or quoted on any of the

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Toronto Stock Exchange, a market in the U.S., or a market outside of Canada and the U.S.), it is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, or employee of the Corporation or any of its subsidiaries, former director, executive officer, or employee of the Corporation or any of its subsidiaries, or any associate of any of the foregoing, has at any time during the period from incorporation to March 31, 2020, or at any time from March 31, 2020 to the date of this Circular, (i) been indebted to the Corporation or any of its subsidiaries, or (ii) had any indebtedness to another entity at any time during its last completed fiscal year which has been the subject of a guarantee, support agreement, letter of credit, or other similar arrangement provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Corporation’s most recently completed financial year, no informed person of the Corporation, or any associate or affiliate of any informed person or nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation which are to any substantial degree performed by a person or a company other than the directors or executive officers of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found under the Corporation’s profile on SEDAR at www.sedar.com. Inquiries, including requests for copies of the Corporation’s financial statements and management’s discussion and analysis for the year ended March 31, 2020, may be directed to the Corporation at 181 University Avenue, Suite 1410, Toronto, ON M5H 3M7, Canada. Additional financial information is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for the year ended March 31, 2020, which are also available on SEDAR.

APPROVAL

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

DATED this 22[nd] day of March, 2021.

BY ORDER OF THE BOARD

(signed) “Ruben Shiffman”

Ruben Shiffman Executive Chairman

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SCHEDULE “A”

GREENLAND RESOURCES INC.

AUDIT COMMITTEE CHARTER

Audit Committee

The Audit Committee (hereinafter referred to as the “Committee”) shall i) assist the Board of Directors in its oversight role with respect to the quality and integrity of the financial information; ii) assess the effectiveness of the Company’s risk management and compliance practices; iii) assess the independent auditor’s performance, qualifications and independence; iv) assess the performance of the Company’s internal audit function; v) ensure the Company’s compliance with legal and regulatory requirements, and vi) prepare such reports of the Committee required to be included in Management Information Circular in accordance with applicable laws or the rules of applicable securities regulatory authorities.

Structure and Operations

The Committee shall be composed of not less than three Directors. A majority of the members of the Committee shall not be an executive officer, employee or Control Person of the Company. All members shall satisfy the applicable independence and experience requirements of the laws governing the Company, the applicable stock exchanges on which the Company’s securities are listed and applicable securities regulatory authorities.

Each member of the Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment.

Members of the Committee shall be appointed or reappointed following the annual meeting of the Company and in the normal course of business will serve a minimum of three years. Each member shall continue to be a member of the Committee until a successor is appointed, unless the member resigns, is removed or ceases to be a Director. The Board of Directors may fill a vacancy that occurs in the Committee at any time.

The Board of Directors or, in the event of its failure to do so, the members of the Committee, shall appoint or reappoint, following the annual meeting of the Company a Chairman among their number. The Chairman shall not be a former Officer of the Company. Such Chairman shall serve as a liaison between members and senior management. The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the members therefore provided that:

• a) a quorum for meetings shall be at least three members;

• b) the Committee shall meet at least quarterly;

• c) notice of the time and place of every meeting shall be given in writing or by telephone, facsimile, email or other electronic communication to each member of the Committee at least 24 hours in advance of such meeting;

• d) a resolution in writing signed by all directors entitled to vote on that resolution at a meeting of the Committee is as valid as if it had been passed at a meeting of the Committee.

The Committee shall report to the Board of Directors on its activities after each of its meetings. The Committee shall review and assess the adequacy of this charter annually and, where necessary, will recommend changes to the Board of Directors for its approval. The Committee shall undertake and review with the Board of Directors an annual performance evaluation of the Committee, which shall compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by the chairperson of the Committee or any

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other designated member of the Committee.

Specific Duties:

Oversight of the Independent Auditor

• Sole authority to appoint or replace the independent auditor (subject to shareholder ratification) and responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between Management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.

• Sole authority to pre-approve all audit services as well as non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.

• Evaluate the qualifications, performance and independence of the independent auditor, including (i) reviewing and evaluating the lead partner on the independent auditor's engagement with the Company, and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.

• Obtain and review a report from the independent auditor at least annually regarding: the independent auditor's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company.

• Review and discuss with Management and the independent auditor prior to the annual audit the scope, planning and staffing of the annual audit.

• Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.

• Review as necessary policies for the Company's hiring of employees or former employees of the independent auditor.

Financial Reporting

• Review and discuss with Management and the independent auditor the annual audited financial statements prior to the publication of earnings.

• Review and discuss with Management the Company's annual and quarterly disclosures made in Management's Discussion and Analysis. The Committee shall approve any reports for inclusion in the Company's Annual Report, as required by applicable legislation.

• Review and discuss with Management and the independent auditor management's report on its assessment of internal controls over financial reporting and the independent auditor's attestation report on management's assessment.

• Review and discuss with Management the Company's quarterly financial statements prior to the publication of earnings.

• Review and discuss with Management and the independent auditor at least annually 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

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any special steps adopted in light of material control deficiencies.

• Review and discuss with Management and the independent auditor at least annually reports from the independent auditors on: critical accounting policies and practices to be used; significant financial reporting issues, estimates and judgments made in connection with the preparation of the financial statements; alternative treatments of financial information within generally accepted accounting principles that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and other material written communications between the independent auditor and Management, such as any management letter or schedule of unadjusted differences.

• Discuss with the independent auditor at least annually any “Management” or “internal control” letters issued or proposed to be issued by the independent auditor to the Company.

• Review and discuss with Management and the independent auditor at least annually any significant changes to the Company's accounting principles and practices suggested by the independent auditor, internal audit personnel or Management.

• Discuss with Management the Company's earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance (if any) provided to analysts and rating agencies.

• Review and discuss with Management and the independent auditor at least annually the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.

• Review and discuss with the Chief Executive Officer and the Chief Financial Officer the procedures undertaken in connection with the Chief Executive Officer and Chief Financial Officer certifications for the annual filings with applicable securities regulatory authorities.

• Review disclosures made by the Company's Chief Executive Officer and Chief Financial Officer during their certification process for the annual filing with applicable securities regulatory authorities about any significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or any material weaknesses in the internal controls, and any fraud involving Management or other employees who have a significant role in the Company's internal controls.

• Discuss with the Company's General Counsel at least annually any legal matters that may have a material impact on the financial statements, operations, assets or compliance policies and any material reports or inquiries received by the Company or any of its subsidiaries from regulators or governmental agencies.

Oversight of Risk Management

• Review and approve periodically Management's risk philosophy and risk management policies.

• Review with Management at least annually reports demonstrating compliance with risk management policies.

• Review with Management the quality and competence of Management appointed to administer risk management policies.

• Review reports from the independent auditor at least annually relating to the adequacy of the Company's risk management practices together with Management's responses.

• Discuss with Management at least annually the Company's major financial risk exposures and the steps Management has taken to monitor and control such exposures, including the Company's risk

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assessment and risk management policies.

Oversight of Regulatory Compliance

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

• Discuss with Management and the independent auditor at least annually any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company's financial statements or accounting.

• Meet with the Company's regulators, according to applicable law.

• Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Audit Committee by the Board of Directors.

Funding for the Independent Auditor and Retention of Other Independent Advisors:

The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Committee. The Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefore shall also be funded by the Company.

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