GT RESOURCES INC. — AGM Information 2021

Sep 16, 2021

PALLADIUM ONE MINING INC. 550 - 800 West Pender Street, Vancouver, BC, Canada, V6C 2V6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders of PALLADIUM ONE MINING INC. (the “Company”) will be held at 550 – 800 West Pender Street, Vancouver, British Columbia, on Thursday, October 7[th] , 2021 at 10:00 a.m., PST, for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2020 together with the report of the auditor thereon;

2. to set the number of directors at 5 for the ensuing year;

3. to elect directors of the Company for the ensuing year;

4. to appoint the auditor of the Company for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of the auditor;

5. to consider and, if deemed advisable, to pass, with or without variation, a resolution of the disinterested shareholders of the Company, in accordance with the requirements of the TSX Venture Exchange, confirming and approving the Restricted Share Unit Plan of the Company;

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

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

An unregistered shareholder who plans to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that such shareholder’s shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia, this August 31, 2021.

BY ORDER OF THE BOARD

(Signed) " Derrick Weyrauch " Derrick Weyrauch President, Chief Executive Officer and Director

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INFORMATION CIRCULAR FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2021

This information is given as of August 31, 2021 unless otherwise noted.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (" Information Circular ") is furnished in connection with the solicitation of proxies by the management (" Management ") of Palladium One Mining Inc. (the " Company ") for use at the annual meeting of the shareholders of the Company (the " Meeting "), to be held at Suite 550-800 West Pender Street, Vancouver BC, V6C 2V6, at 10am PST (Vancouver time) on Thursday, October 7, 2021 for the purposes set forth in the accompanying notice of meeting (the " Notice of Meeting ") and at any adjournment thereof.

All dollar amounts referenced herein are Canadian Dollars unless otherwise specified.

Persons Or Companies Making The Solicitation

The enclosed form of Proxy is solicited by Management. Solicitations will be made by mail and may be supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the Proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by Management as set forth in this Information Circular. No person is authorized to give any information or to make any representation other than those contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Appointment And Revocation of Proxies

The persons named in the accompanying form of Proxy are directors or officers of the Company. A shareholder has the right to appoint a person to attend and act for him on his behalf at the Meeting other than the persons named in the enclosed form of Proxy. To exercise this right, a shareholder shall strike out the names of the persons named in the Proxy and insert the name of his nominee in the blank space provided, or complete another Proxy. The completed Proxy should be deposited with the Company's Registrar and Transfer Agent, TSX Trust Company, 2700-650 West Georgia Street, Vancouver, B.C. V6B 4N9 at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays and holidays.

The Proxy must be dated and be signed by the shareholder or by his attorney in writing, or if the shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

In addition to revocation in any other manner permitted by law, a shareholder may revoke a Proxy either by (a) signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid,

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or (b) signing and dating a written notice of revocation (in the same manner as the Proxy is required to be executed as set out in the notes to the Proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the scrutineer at the Meeting as a shareholder present in person, whereupon such Proxy shall be deemed to have been revoked.

Non-Registered Shareholders

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are " non-registered " shareholders because the common shares in the capital of the Company ( " 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. More particularly, a person is not a Registered Shareholder in respect of Common Shares which are held on behalf of that person (the " Non-Registered Holder ") but which are registered either: (a) in the name of an intermediary (an " Intermediary ") that the Non- Registered Holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency of which the Intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration for the Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms).

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as " NOBO's ". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as " OBO's ".

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has elected to send the Notice of Meeting, this Information Circular and the Proxy (collectively, the " Meeting Materials ") directly to the NOBO's, and indirectly through Intermediaries to the OBO's. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

Meeting Materials sent to Non-Registered Holders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a " VIF "). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIF's, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder or his/her nominee the right to attend and vote at the Meeting. Non-Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

All references to shareholders in this Information Circular and the accompanying form of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

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Voting of Shares And Exercise of Discretion of Proxies

On any poll, the persons named in the enclosed form of Proxy will vote the shares in respect of which they are appointed and, where directions are given by the shareholder in respect of voting for or against any resolution will do so in accordance with such direction.

In the absence of any direction in the Proxy, it is intended that such shares will be voted in favour of the motions proposed to be made at the Meeting as stated under the headings in this Information Circular. The form of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters, which may properly be brought before the Meeting. At the time of printing of this Information Circular, Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters, which are not now known to the Management, should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or senior officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, save and except for those matters pertaining to incentive stock options.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Common Shares without par value. On August 31, 2021 (the " Record Date "), 241,211,352 Common Shares were issued and outstanding, each Common Share carrying the right to one vote. At a general meeting of the Company, on a show of hands, every common shareholder of the Company (" Shareholder ") present in person shall have one vote and, on a poll, every Shareholder shall have one vote for each Common Share of which they are the holder.

Only Shareholders of record on the close of business on the Record Date who either personally attend the Meeting or who complete and deliver a Proxy in the manner and subject to the provisions set out under the heading " Appointment and Revocation of Proxies " will be entitled to have their Common Shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of Palladium One Mining Inc., as of the Record Date, no person beneficially owns or controls or directs, directly or indirectly, shares carrying more than l0% of the voting rights attached to all outstanding shares of the Company except as set out below:

Name of Shareholder	Number of Common Shares Beneficially Owned or Controlled	Percentage of Outstanding Common Shares
Eric Sprott	37,600,000	15.59%

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VOTES NECESSARY TO PASS RESOLUTIONS

Under the Company's by-laws, the quorum for the transaction of business at a meeting of shareholders is one person who is, or who represents by proxy, one or more Shareholders who, in the aggregate, hold at least 5% of the issued Common Shares entitled to be voted at the Meeting. A simple majority of the votes of those Shareholders who are present and vote either in person or by proxy at the Meeting is required in order to pass an ordinary resolution. A majority of at least two-thirds of the votes of those shareholders who are present and vote either in person or by proxy at the Meeting is required to pass a special resolution.

GENERAL MATTERS

The information prepared herein is with respect to the Company's fiscal year ended December 31, 2020 and includes subsequent events until the Record Date of this Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receiving the Financial Statements

The audited consolidated financial statements of the Company for the financial year ended December 31, 2020 have been mailed to the Company's registered and beneficial shareholders who requested to receive them. The financial statements are also available on SEDAR at www.sedar.com. At the Meeting, shareholders and proxy holders will be given an opportunity to discuss the financial results with Management.

Election of Directors

Management is nominating four individuals to stand for election.

Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a director before then. In the absence of instructions to the contrary, the shares represented by Proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the persons to be nominated for election as directors, the positions and offices which they presently hold with the Company, their respective principal occupations or employments during the past five years if such nominee is not presently an elected director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

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Name and	Date Elected
Residence of	or Appointed	Principal Occupation	Number of
Proposed Directors	a Director		Shares(1)
and Present Offices
Held
Derrick Weyrauch(4) Ontario, Canada CEO, President, and Director	March 28, 2019	Mr. Weyrauch is a CPA CA and President and CEO of the Company since March 2019. Formerly, he was a non-executive director of a number of mining companies including Eco Oro Minerals and Banro Corp. (2013-2018). Formerly he was the CFO of Jaguar Mining Inc. (2014-2016) and Cardinal Resources Ltd. (2017-2018). Since 2017 he is a non- executive director at Cabral Gold Inc. and since 2016, founding director and interim-CFO (since May 2021) atMagnaMiningInc..	1,779,168(2)
Lawrence Roulston(3) (4) British Columbia, Canada Director	March 28, 2019	President and CEO of Mountain Boy Minerals Ltd since December 2017. From 2014-2016. President of Quintana Resources Capital	379,000
Neil Pettigrew Ontario, Canada VP Exploration & Director	July 3, 2019	Neil Pettigrew M.Sc., P.Geo is the Vice President of Exploration since September, 2019. Neil is a founding partner of Fladgate Exploration Consulting Corporation. He is currently a non- executive director at Element79 Gold Corp.	262,167
Peter Lightfoot(3) (4) Director	September 9, 2019	Dr. Peter C. Lightfoot, P.Geo. has been a consultant to the global mining industry since 2016. He retired in 2016, after a 20-year career with Inco/Vale, where he was the Principle Geologist – Nickel Sulphide Global Project Generation, Chief Geologist – Nickel Global Technical Services and Chief Geologist – Base Metals. In 2017, Dr. Lightfoot was appointed as the Hutchinson Visiting Industry Professor at the University of Western Ontario.	Nil
Giovanna Bee Moscoso(3) Utah, USA Director	April 2, 2021	Independent Director and Natural Resources Consultant. Chairwoman of Calipuy Resources Inc. Mining Executive, Vice-President & Assistant General Counsel and Partner of Barrick Gold Corporation until 2019.	Nil

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Notes:

• 1 Information as to voting shares beneficially owned, not being within the knowledge of the Company, has been furnished by the respective nominees individually.

• 2 1,779,168 shares are registered to Weyrauch and Associates Inc., of which Derrick Weyrauch has joint control and direction. 3 Member of the audit committee.

• 4 Member of Compensation Committee

Other than disclosed below, no proposed director:

• (a) is, at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity,

• (i) 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;

• (ii) was the subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days,

• (iii) 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,

• (b) 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 proposed director.

In addition, no proposed director 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulating authority that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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Derrick Weyrauch was elected to the board of directors of Jaguar Mining Inc. (" Jaguar ") in June 2013. As part of a corporate turnaround and restructuring process, Jaguar declared insolvency and commenced a voluntary proceeding under the Companies' Creditors Arrangement Act (Canada) (the " CCAA ") on December 23, 2013 in the Ontario Superior Court of Justice. This proceeding was commenced to implement a debt restructuring and financing transaction (" CCAA Plan ") that was negotiated prior to the commencement of the CCAA proceeding. On April 22, 2014, Jaguar implemented the CCAA Plan and emerged from court protection under the CCAA. On May 2, 2014, the shares of Jaguar began trading on the TSX Venture Exchange. Following the voluntary proceeding under the CCAA, the Toronto Stock Exchange advised that it is reviewing the common shares of Jaguar with respect to meeting the requirements for continued listing pursuant to the Expedited Review Process. The common shares were subsequently suspended from trading on the Toronto Stock Exchange. In 2013, NYSE Regulations, Inc. (" NYSE Regulation ") reached a decision to delist Jaguar's common shares in view of the fact that Jaguar's common shares had fallen below the New York Stock Exchange's (" NYSE ") continued listing standard for an average closing price of less than US$1.00 over a consecutive 30 trading day period. As a result, on June 3, 2013, NYSE Regulation commenced proceedings to delist the common shares of Jaguar from the NYSE and trading in Jaguar's common shares was suspended prior to the opening on June 7, 2013.

Mr. Weyrauch was a director of Banro Corporation ("Banro"). On November 20, 2017 Banro became subject to a general cease trade order issued by the Ontario Securities Commission (the "CTO") for failure to file its interim financial statements and management's discussion and analysis for the period ended September 30, 2017, and the certifications of such filings as required by National Instrument 52-109. The filings were not made due to significant uncertainty concerning Banro's ability to continue as a going concern. As part of a corporate turnaround and restructuring process, Banro declared insolvency and commenced a voluntary proceeding under the CCAA on December 22, 2017 in the Ontario Superior Court of Justice. This proceeding was commenced to implement a debt restructuring and sale and investment solicitation process ("SISP"). On May 3, 2018 Banro implemented the CCAA Plan and emerged from court protection under the CCAA.

APPOINTMENT OF AUDITOR

The auditor of the Company is presently Davidson & Company LLP (since April 25, 2016), Chartered Accountants, of Suite 1200 – 609 Granville Street, Vancouver, B.C. V7Y 1G6.

The persons named in the enclosed form of Proxy will vote for the re-appointment of Davidson & Company LLP, Chartered Accountants, of Vancouver, British Columbia, as auditor of the Company for the ensuing year, until the close of the next annual general meeting of the members, at a remuneration to be fixed by the directors.

APPROVAL OF RESTRICTED SHARE UNIT PLAN

The Company is seeking disinterested Shareholder approval for the issuance of Common Shares from treasury pursuant to the Company’s new Restricted Share Unit Plan (the “ RSU Plan ”). The Board intends to use restricted share units (“ Restricted Share Units ”) issued under the RSU Plan, as well as options issued under the Stock Option Plan (as described under “Approval of Stock Option Plan” of this Information Circular), as part of the Company’s overall executive compensation plan. Since the value of Restricted Share Units increase or decrease with the price of the Common Shares, Restricted Share Units achieve the compensation objective of aligning the interests of executives with those of Shareholders. In addition, Restricted Share Units have both time-based and performance-based vesting features that can be used to better motivate executives and to encourage qualified and experienced executives to make long-term commitments to the Company.

At the Meeting, disinterested Shareholders will be asked to approve a resolution to implement the RSU Plan as a treasury based plan. In order to be approved, the resolution must be passed by a majority of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting, excluding the votes of shareholders who are directors and officers of the Company. Unless instructions are given to

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decline to vote or to vote against concerning the following resolution, the persons whose names appear in the instrument of proxy intend to vote at the meeting in favor of the following resolution (the “ RSU Plan Resolution ”):

“BE IT RESOLVED THAT:

1. subject to the approval of the TSX Venture Exchange (the “TSXV”), the Restricted Share Unit Plan (the “RSU Plan”), with any changes as may be required by the TSXV, the aggregate number of Shares that may be reserved for issuance from treasury pursuant to Awards granted under the RSU Plan shall not exceed 23,300,000 common shares of the Company less the number of Shares issuable on exercise of any award outstanding under all previous security based compensation arrangements of the Corporation;

2. any director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to this resolution; and

3. notwithstanding that this resolution has been passed by the shareholders of the Company, the adoption of the proposed RSU Plan of the Company is conditional upon receipt of final approval from the TSXV and the board of directors of the Company are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Company, at any time if such revocation is considered necessary or desirable by the board of directors.”

The Board recommends that Shareholders vote “FOR” the RSU Plan Resolution set out above:

Summary of the RSU Plan

Set out below is a summary of the RSU Plan. This summary is qualified in its entirety by the full text of the RSU Plan, a copy of which is available for review at the registered office of the Company.

Eligible Participants

Directors, officers, eligible employees and eligible consultants of the Company are eligible to participate in the RSU Plan (the “ Participants ”). In accordance with the terms of the RSU Plan, the Board will approve those Participants who are entitled to receive restricted share units (“ Restricted Share Units ”) and the number of Restricted Share Units to be awarded to each Participant. The RSU Plan shall be administered by the Board.

Vesting

Each award of Restricted Share Units under the RSU Plan to a Participant (a “ Restricted Share Unit Award ”) will entitle the Participant, subject to the Participant’s satisfaction of any conditions (including performance conditions), restrictions, vesting period or limitations imposed under the RSU Plan or set out a Restricted Share Unit grant letter, to receive one previously unissued Common Share for each Restricted Share Unit on the date when the Restricted Share Unit is fully vested. Except as otherwise provided in a Restricted Share Unit grant letter or any other provision of the RSU Plan, the vesting period of the Restricted Share Units granted pursuant to Section 3.4 of the RSU Plan will be determined by the Board and may not exceed three years following the Grant Date.

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Maximum Number to be Granted

The RSU Plan includes the following restrictions on issuances:

• a) The number of Common Shares issuable from treasury under the RSU Plan shall not exceed 23,300,000 Common Shares, or such greater number as may be approved from time to time by the Company’s disinterested shareholders. Under no circumstances may the number of Restricted Share Units granted in aggregate together with any other Security Based Compensation Arrangements of the Company (as defined in the RSU Plan and which includes Common Shares issued pursuant to the Stock Option Plan) exceed 23,300,000 number of Common Shares;

• b) The number of Common Shares issuable from treasury to insiders under the RSU Plan, together with any Common Shares issuable pursuant to all other Security Based Compensation Arrangements of the Company, within any one-year period, shall not exceed 10% of the issued and outstanding Common Shares;

• c) The maximum number of Common Shares issuable to any one individual, at any time, pursuant to the RSU Plan is 1% of the total number of Common Shares outstanding and in the aggregate at such time; and

• d) The maximum number of Restricted Share Units issuable to any one individual in the aggregate in any 12 month period is 2% of the total number of outstanding Common Shares at the proposed Grant Date.

Cessation of Entitlement

Subject to the foregoing, in the event of:

• (a) the death of a Participant, all unvested Restricted Share Units credited to the Participant will vest on the date of the Participant’s death. The Common Shares underlying the Restricted Share Units credited to the Participant’s account shall be issued to the Participant’s estate as soon as practicable thereafter;

• (b) the total disability of a Participant, all unvested Restricted Share Units credited to the Participant will vest on the date on which the Participant is determined to be totally disabled, and the Common Shares underlying such Restricted Share Units credited to the Participant’s account shall be issued to the Participant as soon as practicable thereafter;

• (c) the termination (with or without cause) or retirement of an employee or officer, any cessation of services of a consultant, or the resignation, removal of or failure to re-elect a director, then, except as provided for in the vesting provisions or other terms of the Restricted Share Unit grant, or as determined by the Board, all Restricted Share Units will be forfeited by the Participant, and be of no further force and effect; and

• (d) a Change of Control, all Restricted Share Units outstanding shall immediately vest on the date of such Change of Control notwithstanding any stated vesting period or performance condition. In any event, upon a Change of Control, Participants shall not be treated any more favorably than shareholders of the Company with respect to the consideration that the Participants would be entitled to receive for the Common Shares underlying the Restricted Share Units.

Transferability

Except pursuant to a will or by the laws of descent and distribution, no Restricted Share Unit and no other right or interest of a Participant is assignable or transferable.

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Amendments to the RSU Plan

The Board may discontinue the RSU Plan at any time without first obtaining shareholder approval, provided that, without the consent of a Participant, such discontinuance may not in any manner adversely affect the Participant’s rights under any Restricted Share Unit granted under the RSU Plan.

• (a) The Board may, subject to receipt of requisite regulatory and disinterested shareholder approval, make the following amendments to the RSU Plan:

• (i) increase the number of Restricted Share Units which may be issued pursuant to the RSU Plan;

• (ii) change the definition of “Participant” under the RSU Plan which would have the potential of narrowing, broadening or increasing insider participation;

• (iii) reduce the range of amendments requiring shareholder approval contemplated in Section 5.3 of the RSU Plan;

• (iv) make amendments that may lead to significant or unreasonable dilution to the Company’s outstanding securities, or that may provide additional benefits to Participants at the expense of the Company or its shareholders;

• (v) change insider participation limits which would result in shareholder approval being required on a disinterested basis; or

• (vi) make amendments to Section 5.4 of the RSU Plan that would permit Restricted Share Units, or any other right or interest of a Participant under the RSU Plan, to be assigned or transferred, other than for normal estate settlement purposes.

• (b) The Board may, subject to receipt of requisite regulatory and disinterested shareholder approval, make the following amendments to the RSU Plan:

• (i) increase the number of Restricted Share Units which may be issued pursuant to the RSU Plan;

• (ii) change the definition of “Participant” under the RSU Plan which would have the potential of narrowing, broadening or increasing insider participation;

• (iii) reduce the range of amendments requiring shareholder approval contemplated in Section 5.3 of the RSU Plan;

• (iv) make amendments that may lead to significant or unreasonable dilution to the Company’s outstanding securities, or that may provide additional benefits to Participants at the expense of the Company or its shareholders;

• (v) change insider participation limits which would result in shareholder approval being required on a disinterested basis; or

• (vi) make amendments to Section 5.4 of the RSU Plan that would permit Restricted Share Units, or any other right or interest of a Participant under the RSU Plan, to be assigned or transferred, other than for normal estate settlement purposes.

The Board may, subject to receipt of requisite regulatory approval (where required), but not subject to shareholder approval, in its sole discretion make all other amendments to the RSU Plan that are not of the type contemplated above, including, without limitation:

• (i) amendments of a housekeeping nature;

• (ii) the addition or a change to the vesting provisions of a Restricted Share Unit or the RSU Plan;

• (iii) a change to the termination provisions of a Restricted Share Unit or the RSU Plan;

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• (iv) amendments to reflect changes to applicable securities laws; and

• (v) amendments to ensure that the Restricted Share Units granted under the RSU Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant to whom a Restricted Share Unit has been granted may from time to time be a resident, citizen or otherwise subject to tax therein.

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STATEMENT OF EXECUTIVE COMPENSATION

In this section " Named Executive Officers " mean (a) the Chief Executive Officer (or an individual who acted in a similar capacity), (b) the Chief Financial Officer (or an individual who acted in a similar capacity), the Company's other most highly compensated executive officer, whose total compensation exceeded $150,000, 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.

As of the fiscal year ended December 31, 2020, the Company had two Named Executive Officers (" NEOs "), namely Derrick Weyrauch, Chief Executive Officer (" CEO "), President, and Director, and Robert Scott, Chief Financial Officer (" CFO ").

All dollar amounts referenced herein are in Canadian dollars unless otherwise specified.

Oversight and Description of Director and Named Executive Officer Compensation

As at the fiscal year ended December 31, 2020, the Company's board of directors had two standing committees:

• (a) an Audit Committee (see expanded disclosure below) which reviews quarterly and annual financial statements and management and discussion and analysis, and works with the Company's auditor; and

• (b) a Compensation Committee which approves management's salaries and expenses.

The Compensation Committee is currently comprised of two independent directors and one non- independent director. The compensation paid by the Company to its NEOs is determined by the Board based on recommendations from the Compensation Committee. The committee evaluates the performance of the NEOs, reviews the Company's cash position and general public market conditions, establishes executive and senior officer compensation and determines the general compensation structure, policies and programs of the Company. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive's level of responsibility. In general, a NEO's compensation is comprised of (i) base salary; (ii) option based awards; and (iii) bonuses.

Compensation Discussion and Analysis

The Company's compensation philosophy for executive officers follows three underlying principles:

• (a) to provide compensation packages that encourage and motivate performance;

• (b) to be competitive with other companies of similar size and scope of operations so as to attract and retain talented executives; and

• (c) to align the interests of its executive officers with the long-term interests of the Company and its shareholders through stock related programs.

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When determining compensation policies and individual compensation levels for the Company's executive officers, the Company takes into consideration a variety of factors, including the overall financial and operating performance of the Company, and the Board's overall assessment of:

• (a) each executive officer's individual performance and contribution towards meeting corporate objectives;

• (b) each executive officer's level of responsibility,

• (c) each executive officer's length of service; and

• (d) industry comparable.

In keeping with the Company's philosophy to link senior executive compensation to corporate performance and to motivate senior executives to achieve exceptional levels of performance, the Company has adopted a model that includes both base salary or consulting fees and "at-risk" compensation, comprised of participation in the Company's Stock Option Plan and Restricted Share Unit Plan, as described below and above. In addition, the Company may award performance bonuses based on executives meeting short-term performance milestones.

When determining compensation for the Company’s executive officers the Company references the Bedford Consulting Group’s annual study on compensation practices in the mining industry which provides a detailed analysis on remuneration of C-Suite executives, Board and Committee members.

Base Salary - Fees

Base salary and consulting fee levels reflect the fixed component of pay that compensates executives for fulfilling their roles and responsibilities and assists in the attraction and retention of highly qualified executives. Base salaries are reviewed annually to ensure they reflect each respective executive's performance and experience in fulfilling his or her role and to ensure executive retention. Compensation is made up with the provision of stock options (see below for description) and restricted share units. Salary and consulting fee levels will be reviewed and revised as the Company grows.

Stock Options

Performance-based incentives are granted by way of stock options. The awards are intended to align executive interests with those of shareholders by tying compensation to share performance and to assist in retention through vesting provisions. Grants of stock options are based on:

• (a) the executive's performance;

• (b) the executive's level of responsibility within the Company;

• (c) the number and exercise price of options previously issued to the executive;

• (d) the difference between the executive's salary and that paid by comparable companies; and

• (e) the overall aggregate total compensation package provided to the executive.

Options are typically granted on an annual basis in connection with the review of executives' compensation packages. Options may also be granted to executives upon hire or promotion and as special recognition for extraordinary performance.

• 14

Chief Executive Officer Compensation

The components of Chief Executive Officer's compensation are the same as those which apply to the other senior executive officers of the Company, namely base salary or consulting fees, stock options and restricted share unit incentives and discretionary performance bonuses (which are subject to targets being achieved). In setting the recommended salary or consulting fees of the Chief Executive Officer, the Company takes into consideration the salaries or fees paid to other chief executive officers in similar industries and in the public company sector, as described above under the heading "Compensation Discussion and Analysis". In setting the salary or fees, performance bonus and long-term incentives for the Chief Executive Officer, the Company evaluates the performance of the Chief Executive Officer in light of his impact on the achievement of the Company's goals and objectives.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets forth all annual and long-term compensation for services paid to or earned by the NEOs and the directors for the two fiscal years ended December 31, 2020:

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
		Salary,
		consulting		Committee	Value of	Value of all	Total
Name and	Year	fee,	Bonus	or meeting	perquisites	other	compensati
position		retainer,	($)	fees	($)	compensatio	on ($)
		commission		($)		n ($)
		($)
Derrick Weyrauch President, CEO & Director	2020 2019	168,000 130,000	nil 50,000	nil nil	nil nil	nil nil	168,000 180,000
Neil Pettigrew VP Exploration &Director	2020 2019	150,000 57,500	nil nil	nil nil	nil nil	nil nil	150,000 57,500
Lawrence Roulston Director	2020 2019	25,000 20,000	nil nil	nil nil	nil nil	nil nil	25,000 20,000
Peter Lightfoot Director	2020 2019	23,810 nil	nil nil	nil nil	nil nil	nil nil	23,810 nil
Vance Loeber(1) Former President, CEO & Director	2020 2019	nil 22,000	nil nil	nil nil	nil nil	nil nil	nil 22,000
Scott Jobin- Bevans(2) Former Director & VP of Exploration	2020 2019	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Raymond Strafehl(3) Former Director	2020 2019	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

• 15

	Rob Scott CFO	2020 2019	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

Notes:

1. Vance Loeber resigned from the Board on March 28, 2019.

2. Scott Jobin-Bevans did not stand for re-election at AGM on July 3, 2019.

3. Raymond Strafehl did not stand for re-election at AGM on July 3, 2019.

Stock Options and Other Compensation Securities

Compensation securities were granted to NEOs and directors by the Company in the financial year ended December 31, 2020 for services provided or to be provided, directly or indirectly, to the Company, as disclosed in the following table:

Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
		Number of			Closing	Closing
		compensation		Issue	price of	rice of
	Type of	securities,		, conversion	security or	p security or
	compen-	number of	Date of issue		underlying
Name and position	sation	underlying	or grant (1)	or exercise		underlying	Expiry date
				price	security on	security at
	security	securities, and
				($)	date of	year end
		percentage of			grant
						($)
		class			($)
Derrick Weyrauch President, CEO & Director	Stock Options	1,000,000 1,500,000	June 7, 2019 Dec 30, 2019	$0.08 $0.15	$0.08 $0.15	$0.245 $0.245	June 7, 2024 Dec 30, 2024
Neil Pettigrew VP Exploration & Director	Stock Options	350,000 350,000 1,000,000	June 7, 2019 Sept 30, 2019 Dec 30, 2019	$0.08 $0.08 $0.15	$0.08 $0.06 $0.15	$0.245 $0.245 $0.245	June 7, 2024 Sept 30, 2024 Dec 30, 2024
Lawrence Roulston Director	Stock Options	350,000 500,000	June 7, 2019 Dec 30, 2019	$0.08 $0.15	$0.08 $0.15	$0.245 $0.245	June 7, 2024 Dec 30, 2024
Peter Lightfoot Director	Stock Options	450,000 500,000	Sept 30, 2019 Dec 30, 2019	$0.08 $0.15	$0.06 $0.15	$0.245 $0.245	Sept 30, 2024 Dec 30, 2024
Rob Scott CFO	Stock Options	100,000 100,000 100,000	Mar 29, 2016 June 7, 2019 Dec 30, 2019	$0.30 $0.08 $0.15	$0.14 $0.08 $0.15	$0.245 $0.245 $0.245	Mar 29, 2021 June 7, 2024 Dec 30, 2024

• 16

No compensation securities were exercised by any director or NEO during the financial year ended December 31, 2020, except as disclosed in the following table:

	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
					Closin	Difference
		Nb f	Exercise		g price	between exercise	Total
Name and position	Type of compensation	umer o underlying	price per	Date of	per security	price and closing	value on exercise
	security	securities		exercise	on date	price on	date (1)
		exercised	security		of
			($)		exercise	date of	($)
					($)	exercise
						($)
Derrick Weyrauch President, CEO & Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Neil Pettigrew VP Exploration &Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Lawrence Roulston Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Peter Lightfoot Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Rob Scott CFO	N/A	Nil	N/A	N/A	N/A	N/A	N/A

1 Total value on exercise date is calculated by multiplying the number in the column entitled " Number of underlying securities exercised " by the number in the column entitled " Difference between exercise price and closing price on date of exercise ".

Stock Option Plans and Other Incentive Plans

The Company currently has in place is a “fixed” stock option plan (the " Plan ") and the Restricted Share Unit Plan (the “RSU Plan”) reserving 23,300,000 shares which meets the requirements of the TSX Venture Exchange (" TSX-V ") and which was adopted by the directors of the Company. The RSU plan is subject to disinterested shareholder approval at this Annual General Meeting. The underlying purpose of the Stock Option Plan and RSU Plan is to attract and motivate the directors, officers, employees and consultants of the Company and to advance the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the Plans.

• 17 -

The material terms of the Stock Option Plan are as follows:

1. The term of any options granted under the Plan will be fixed by the board of directors at the time such options are granted, provided that options will not be permitted to exceed a term of ten years.

2. The exercise price of any options granted under the Plan will be determined by the board of directors, in its sole discretion, but shall not be less than the Market Value of such Shares at the time of the grant.

3. Vesting of options shall be at the discretion of the Board.

4. All options will be non-assignable and non-transferable.

5. No more than (i) 5% of the issued shares may be granted to any one individual in any 12 month period; and (ii) no more that 2% of the issued shares may be granted to a consultant, or an employee performing investor relations activities, in any 12 month period.

6. If the option holder ceases to be a director of the Company (other than by reason of death), then the option granted shall expire on no later than the 90[th] day following the date that the option holder ceases to be a director of the Company, subject to the terms and conditions set out in the Plan. If the option holder is engaged in investor relations activities or ceases to be an employee, consultant or management company employee of the Company (other than by reason of death), then the option granted shall expire on no later than the 30[th] day following the date that the option holder ceases to be employed or contracted by the Company, subject to the terms and conditions set out in the Plan.

7. Disinterested shareholder approval must be obtained for (i) any reduction in the exercise price of an outstanding option, if the option holder is an insider; (ii) any grant of options to insiders, within a 12 month period, exceeding 10% of the Company's issued shares; and (iii) any grant of options to any one individual, within a 12 month period, exceeding 5% of the Company's issued shares.

8. Options will be reclassified in the event of any consolidation, subdivision, conversion or exchange of the Company's common shares.

9. The Plan contains a black-out provision restricting all or any of the Company's directors, officers, employees, insiders or persons in a special relationship to refrain from trading in the Company's securities until the restriction has been lifted by the Company.

10. The Board reserves the right in its absolute discretion to terminate or suspend the Plan with respect to all shares in respect of options which have not yet been granted under the Plan.

In addition to the Stock Option Plan, the Company has adopted an RSU Plan providing for the grant of restricted stock units and which is subject to both disinterested shareholder approval and TSX Venture Exchange approval.

The Company does not have any share-based awards, long-term incentive plans, save as disclosed above, no remuneration payments were made, directly or indirectly, by the Company to its directors or Named Executive Officers during the fiscal year ended December 31, 2020.

• 18 -

Employment, Consulting and Management Agreements

Other than as disclosed and below, no services were provided to the Company during the most recently completed financial year by a director or Named Executive Officer, or any other party who provided services typically provided by a director or Named Executive Officer, pursuant to any employment, consulting or management agreement between the Company and any other party, and the Company has no agreement or arrangement with any director, Named Executive Officer or any other party with respect to any change of control of the Company or any severance, termination or constructive dismissal of any director, Named Executive Officer or any other party, or any incremental payments triggered by any such change of control, severance, termination or constructive dismissal.

Employment Agreement with Derrick Weyrauch

Effective January 2021, the Company entered into an employment agreement with Derrick Weyrauch as President and Chief Executive Officer (“CEO”) of the Company. Pursuant to the employment agreement, the Company currently pays Mr. Weyrauch $275,000 per annum, to be paid monthly in arrears in accordance with the usual compensation practices of the Company.

Termination

The Company may terminates the employment agreement for Just Cause, without advance notice or further obligation by the Company other than any (a) unpaid Base Salary earned prior to the date of termination, (b) earned but unpaid Incentive for the most recently completed fiscal year, excluding any unvested share portion of such Incentive, (c) any expenses or Benefits-related costs properly incurred and not reimbursed prior to termination, and (d) any vacation pay and time earned, but not taken or paid.

The Company shall be entitled to terminates this agreement without Just Cause (as defined below) or if the Executive resigns for Good Reason by making a one-time payment to the employee equal to twenty-four (24) times the employee’s monthly base salary then in effect plus any earned but unpaid incentive, or expenses or Benefits plus an amount equal to two (2) times of the incentive granted to the employee. Such amount shall be payable in full within ten (10) business days following termination of the agreement. In addition, any options granted to the employee will continue to vest for two (2) years after the Employment End Date if permitted by the TSX Venture Exchange or, if not so permitted, for one (1) year after the Employment End Date. In addition, the employee will be permitted to participate in the Company’s group health plan for two (2) years following termination, In the event extension of benefits is prohibited by the Company health plan, the Company will make an equivalent payment, in cash, to the employee.

Change of Control

In the event if there is a change in control and the Company terminates the Employee’s services without just cause, or the employee resigns with thirty (30) days written notice within twelve (12) months, the Company shall provide the employee with the following:

• (i) the Company, or the successor entity resulting from such Change of Control shall provide the Employee with 100% of the entitlements under the termination for without Just Cause; and

• (ii) notwithstanding any other provision of the Option Plan, all of the Employee's unvested options, (and any other form of equity participation granted, such as Deferred Stock Units or Restricted Share Units) shall vest and be exercisable immediately.

• 19 -

Employment Agreement with Neil Pettigrew

The Company has entered into an employment agreement with Neil Pettigrew as Vice President of Exploration (“VPEx”) of the Company. Pursuant to the employment agreement, the Company currently pays Mr. Pettigrew $200,000 per annum, to be paid monthly in arrears in accordance with the usual compensation practices of the Company.

Termination

The Company may terminates the employment agreement for Just Cause, without advance notice or further obligation by the Company other than any (a) unpaid Base Salary earned prior to the date of termination, (b) earned but unpaid Incentive for the most recently completed fiscal year, excluding any unvested share portion of such Incentive, (c) any expenses or Benefits-related costs properly incurred and not reimbursed prior to termination, and (d) any vacation pay and time earned, but not taken or paid.

The Company shall be entitled to terminates this agreement without Just Cause (as defined below) or if the Executive resigns for Good Reason by making a one-time payment to the employee equal to twenty-four (24) times the employee’s monthly base salary then in effect plus any earned but unpaid incentive, or expenses or Benefits plus an amount equal to two (2) times of the incentive granted to the employee. Such amount shall be payable in full within ten (10) business days following termination of this agreement. In addition, any options granted to the employee will continue to vest for two (2) years after the Employment End Date if permitted by the TSX Venture Exchange or, if not so permitted, for one (1) year after the Employment End Date. In addition, the employee will be permitted to participate in the Company’s group health plan for two (2) years following termination, In the event extension of benefits is prohibited by the Company health plan, the Company will make an equivalent payment, in cash, to the employee.

Change of Control

In the event if there is a change in control and the Company terminates the Employee’s services without just cause, or the employee resigns with thirty (30) days written notice within twelve (12) months, the Company shall provide the employee with the following:

• (i) the Company, or the successor entity resulting from such Change of Control shall provide the Employee with 100% of his entitlements under the termination for without Just Cause; and

• (ii) notwithstanding any other provision of the Option Plan, all of the Employee's unvested options, (and any other form of equity participation granted, such as Deferred Stock Units or Restricted Share Units) shall vest and be exercisable immediately.

Pension Disclosure

The Company does not provide any form of pension to any of its directors or Named Executive Officers.

Other than as disclosed herein, the Company does not have any pension or retirement plan which is applicable to the NEOs. The Company has not provided compensation, monetary or otherwise, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company.

• 20 -

Securities Authorized for Issuance Under Equity Compensation Plans

As of the financial year ended December 31, 2020, the Company's stock option Plan was the only equity compensation plan under which securities were authorized for issuance. The following table sets forth information with respect to the Plan as at the year ended December 31, 2020:

			Number of securities
	Number of securities to	Weighted-average	remaining available for
Plan category			future issuance under
	be issued upon exercise	exercise price of
			equity compensation plans
	of outstanding options	outstanding options
			(excluding securities
	(a)	(b)
			reflected in column (a))
Equity compensation plans approved bysecurityholders	8,862,500	$0.13	2,116,735
Equity compensation plans not approved bysecurityholders	Nil	N/A	Nil
Total	8,862,500	$0.13	2,116,735

MANAGEMENT CONTRACTS

Management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The term "informed person" as defined in National Instrument 51-102 Continuous Disclosure Obligations means a director or executive officer of the Company, or any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution.

To the knowledge of management of the Company, no informed person or nominee for election as a director of the Company, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since the commencement of the Company's financial year ended December 31, 2020, or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries.

AUDIT COMMITTEE

Pursuant to the policies of the TSX-V and National Instrument 52-110 Audit Committees (" NI 52-110 "), the Company is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of the Company.

The Company must also have a written charter, which sets out the duties and responsibilities of its audit committee. In providing the following disclosure, the Company is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers. A copy of the Company's Audit Committee Charter has been posted to the SEDAR website.

Audit Committee's Charter

Mandate

The primary function of the audit committee (the " Committee ") is to assist the board of directors (the " Board ") in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's

• 21 -

systems of internal controls regarding finance and accounting, and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels.

The Committee's primary duties and responsibilities are to:

• serve as an independent and objective party to monitor the Company's financial reporting and internal control systems and review the Company's financial statements;

• review and appraise the performance of the Company's external auditors; and

• provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.

Composition

The Committee will be comprised of at least three directors as determined by the Board, the majority of whom will be free from any relationship that, in the opinion of the Board, would reasonably interfere with the exercise of his or her independent judgment as a member of the Committee. At least one member of the Committee should have accounting or related financial management expertise. All members of the Committee that are not financially literate must work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements. The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders' meeting.

Meetings

The Committee shall meet at least four times annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

• (a) Review and update this Charter annually.

• (b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

• (c) Confirm that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements.

• 22 -

External Auditors

• (a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.

• (b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with the Independence Standards Board Standard 1.

• (c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

• (d) Take, or recommend that the full Board take appropriate action to oversee the independence of the external auditors.

• (e) Recommend to the Board the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

• (f) At each yearly audit meeting, consult with the external auditors, 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.

• (g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

• (h) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre- approval requirement is waived with respect to the provision of non-audit services if:

• (i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

• (ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

• (iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee. Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

• 23 -

Financial Reporting Processes

• (a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

• (b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

• (c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

• (d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

• (e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

• (f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

• (g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

• (h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

• (i) Review certification process.

• (j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Composition of the Audit Committee

As at the date of this circular, the following were the members of the Company's Audit Committee: Giovanna Bee Moscoso, Peter Lightfoot, and Lawrence Roulston (Chairman) each of whom are " independent " directors as defined in NI 52-110.

Relevant Education and Experience

In addition to each member's general business experience, each of the Audit Committee members has the ability to read and understand financial statements and held director and/or officer positions with other reporting issuers in the mineral exploration and mining sector where she/he has been actively involved in financing and fundraising activities.

Each of the Company's Audit Committee members has been a director or officer of one or more public companies in the natural resource sector and as a director has been responsible for approving financial statements. See "Directorships " below.

• 24 -

Audit Committee Oversight

At no time since the commencement of the Company's most recent completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not 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 exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "External Auditors".

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditor for the fiscal periods ending December 31, 2020 are as follows:

Financial Year	Audit Fees	Audit Related Fees1	Tax Fees2	All Other Fees3
Ending
December 31, 2019 December 31, 2020	$32,500 $37,000	$ nil $ nil	$1,500 $2,200	nil nil

1 Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under "Audit Fees".

2 Fees charged for tax compliance, tax advice and tax planning services. 3 Fees for services other than disclosed in any other column.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (" NI 58-101 ") the Company is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and when necessary, implement such additional practices as it deems appropriate.

• 25 -

Board of Directors

As at the Record Date for the Meeting the Board of Directors consists of: Derrick Weyrauch (CEO, President), Neil Pettigrew (Vice President Exploration), Lawrence Roulston, Peter Lightfoot and Giovanna Bee Moscoso each of whom will be standing for re-election as Directors at the Meeting.

NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director's ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, NP 58-101 suggests that the board of directors should include a number of directors who do not have interests in either the company or the significant shareholder. Of the proposed director nominees of the Company, Lawrence Roulston, Giovanna Bee Moscoso and Peter Lightfoot are considered by the Board to be "independent" within the meaning of NI 58-101, and Derrick Weyrauch (CEO) and Neil Pettigrew (VP Exploration) are considered to be "non-independent".

The independent directors exercise their responsibilities for independent oversight of management and meet independently of management if and when deemed necessary.

Directorships

The following directors or nominee director of the Company also serve as directors of other reporting issuers:

Director	Other Reporting Issuer(s)
Derrick Weyrauch	Cabral Gold Inc. Magna Mining Inc. NortecMinerals Corp.
Lawrence Roulston	Thunderstruck Resources Ltd. Mountain Boy Minerals Ltd.. MetallaRoyalty & Streaming Ltd. Enduro Metals Corp.
Neil Pettigrew	New Klondike Exploration Ltd. Element79 Gold Corp.
Peter Lightfoot	N/A
Giovanna Bee Moscoso	N/A

Orientation and Continuing Education

Each new director is given an outline of the nature of the Company's business, its corporate strategy, and current issues within the Company. New directors are also required to meet with management of the Company to discuss and better understand the Company's business and are given the opportunity to meet with counsel to the Company to discuss their legal obligations as directors of the Company.

• 26 -

In addition, management of the Company takes steps to ensure that its directors and officers are continually updated as to the latest corporate and securities policies that may affect the directors, officers and committee members of the Company as a whole. The Company continually reviews the latest securities rules and policies and is on the mailing list of the TSX Venture Exchange to receive updates to any of those policies. Any such changes or new requirements are then brought to the attention of the Company's directors either by way of director or committee meetings or by direct communications from management to the directors.

Ethical Business Conduct

The Board has implemented a written code of ethics, and views good corporate governance as an integral component to the success of the Company.

Some of the directors of the Company also serve as directors and officers of other companies engaged in similar business activities. As such, the Board must comply with the conflict of interest provisions of applicable corporate law 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 any such conflict.

Nomination of Directors and Assessment

The Board determines new nominees to the Board, the nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions. The Company conducts the due diligence, reference and background checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required and a willingness to serve.

Board Committees

The Company has established two committees, presently being the Audit Committee comprising of Lawrence Roulston (Chairman), Giovanna Bee Moscoso, and Peter Lightfoot and Compensation Committee, comprising of Derrick Weyrauch, Lawrence Roulston and Peter Lightfoot. All Board decisions are made by board of director meetings or consent resolutions.

Assessments

Neither the Company nor the Board has determined formal means or methods to regularly assess the Board, its committees or the individual directors with respect to their effectiveness and contributions. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of an individual director are informally monitored by the other Board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

Corporate Disclosure

The Company has established a policy which sets out the criteria for permitting the disclosure of information about the Company to the public, ensuring that non-publicly disclosed information remains confidential, and ensuring that trading of the Company's securities by directors, officers and employees remains in compliance with applicable securities laws. The policy also provides a procedure to facilitate the receipt,

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retention, review and resolution of complaints, denunciations and warnings given in any form by any employee or former employee of the Company regarding a questionable event.

The Company feels its corporate disclosure practices are appropriate and effective for the Company and it’s stage of operations. The Company's method of corporate governance allows the Company to operate efficiently with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting the shares represented by the Instrument of Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company's profile on the SEDAR website at www.sedar.com. The Company's audited financial statements and management discussion and analysis ("MD&A") for the fiscal period ended December 31, 2020 are available for review under the Company's profile on SEDAR. Shareholders that wish to receive a copy of the Company's financial statements and MD&A may do so by signing the enclosed financial statement request form and returning it to the Company at Suite 550 - 800 West Pender Street, Vancouver, BC, Canada, V6C 2V6.

APPROVAL

The contents of this Information Circular and the sending thereof to the shareholders of the Company have been approved by the Board of Directors.

DATED at Vancouver, British Columbia, the 31[st] of August, 2021.

BY ORDER OF THE BOARD

" Derrick Weyrauch "

CEO, President & Director