Handa Mining Corporation — AGM Information 2020

Dec 31, 2020

==> picture [262 x 135] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

AND

INFORMATION CIRCULAR

To be held on Friday, January 29, 2021

Dated: December 21, 2020

LETTER TO SHAREHOLDERS

Dear Shareholders,

Towards the end of 2018 the Board embarked on a strategy that would see the company moving away from being an explorer to becoming a producer. This would mean that the company would be in a position to generate cash flow and minimize any need to raise further capital with potential dilution to shareholders. In line with this new strategy the Board signed an option agreement in January 2019 to review investing in a copper project in South Africa.

On 2 April 2019 the Company signed an agreement to commit to the copper project in South Africa. Handa together with partners raised capital and started the “in-house” design and construction of a processing plant that would treat copper oxide ore. The ore occur as broken stockpiles and therefore do not require any mining making this project one of the lowest cost copper producing projects in the industry. In addition, the processing of the broken ore would result in huge environmental clean-up as part of the existing rehabilitation program.

Plant construction was completed within 18 months which included a hard lock-down period of 5 months in South Africa due to the COVID-19 epidemic. The plant was commissioned in September 2020 and the first plate of copper was produced on 2 October 2020. This is the only copper oxide plant in South Africa and marks the first copper oxide production to plate in South Africa. Plant construction was completed for a total amount of US$1,7 million. Equivalent commercially acquired plants in Africa are estimated to cost in excess of US$10 million. The advantage to Handa was attained through an in-house team and comparatively skilled labour force accessing the competitively priced infrastructure and manufacturing capacity in South Africa.

Handa is invested in the project through its shareholding in the local company, the Cape Copper Oxide (Pty) Ltd company (“CCOC”) and holds a 34% stake. Handa is also the manager of the project. The CCOC is currently completing a US$2,5 million expansion phase on the project that will be completed by May 2021. The project will then be able to produce 150 tons of copper as part of clean-up and rehabilitation operations generating well over US$1 million of revenue per month. Costs are forecasted to be not more than US$350,000 per month.

It is therefore clear that Handa has successfully transformed itself from explorer to a producer with a positive balance sheet. Our investment into the copper industry is timed perfectly with the copper price touching US$8000 per ton. The Board forecasts a copper price breaking US$12,000 per ton within the next 24 months.

Our stake in this project therefore positions us well to leverage further growth opportunities within the copper and battery metals space.

The year has been difficult as a result of the COVID pandemic and the past 24 months has been hard from a Handa operating perspective due to limited cash-flow. We however close the year off on an extreme high with plant construction successfully completed in record time (despite hard lock down restrictions), copper production being achieved and further funded expansion that will result in significant capital appreciation to the company and its shareholders.

Furthermore, the company through its investment is active in the total rehabilitation of an old mining district that will not only result in restoring the environment but also result in a social partnership with the local community that will see everyone prosper and have hope for the future.

Lastly, I would like to thank my fellow directors and our outgoing chairman for their support. Our Board has personally committed their own cash to enable Handa to make this difficult transition.

And to our shareholders we thank you for your continued support.

Yours sincerely,

HANDA MINING CORPORATION

Jan Nelson Acting Executive Chairman and CEO

HANDA MINING CORPORATION

Suite 1080, 789 West Pender Street

Vancouver, British Columbia, Canada V6C 1H2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 29, 2021

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of HANDA MINING CORPORATION (the “ Company ”) will be held virtually on Friday, January 29, 2021, at 10:30 a.m . (Vancouver time). To be admitted to the Meeting use the following link:

https://zoom.us/j/91552469520

The Meeting is called for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended January 31, 2020, together with the auditor’s report thereon;

2. to fix number of directors at three (3);

3. to elect directors for the ensuing year;

4. to appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor; and

5. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying management information circular (the “ Information Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on December 21, 2020 , will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “ Common Shares ”) is entitled to one vote.

In light of the recent COVID-19 pandemic outbreak and in order to protect the health and safety of Shareholders and the broader community, we strongly encourage you to vote by proxy in advance of the Meeting and note that it is not advisable to hold the Meeting in person. Should the circumstances change, we will announce alternative arrangements for the Meeting by press release as promptly as practicable.

Registered 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.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their 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 21[st] day of December, 2020 .

BY ORDER OF THE BOARD OF DIRECTORS:

/s/ “Jan Petrus Nelson”

JAN PETRUS NELSON

Chief Executive Officer, Acting Executive Chairman and Director

HANDA MINING CORPORATION

MANAGEMENT INFORMATION CIRCULAR

IMPORTANT NOTICE

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HANDA MINING CORPORATION WILL BE A VIRTUAL MEETING ONLY. YOU WILL NOT BE ABLE TO ATTEND THE MEETING PHYSICALLY DUE TO OUTBREAK OF NOVEL CORONAVIRUS

To be admitted to the Meeting use the following link: https://zoom.us/j/91552469520

The information contained in this Management Information Circular, unless otherwise indicated, is as of December 21, 2020 .

This Management Information Circular is being mailed by the management of HANDA MINING CORPORATION (the “Company” or “Handa” or “HAND”) to shareholders of record at the close of business on December 21, 2020, which is the date that has been fixed by the directors of the Company as the record date (the “Record Date”) to determine the shareholders who are entitled to receive notice of the meeting. The Company is mailing this Information Circular in connection with the solicitation of proxies by and on behalf of the Company for use at its annual general meeting (the “ Meeting ”) of the shareholders that is to be held virtually on Friday, January 29, 2021 at 10:30 a.m. (Vancouver time). The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.

The Company is not relying on the “Notice and Access” delivery procedures outlined in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to distribute copies of proxy-related materials in connection with the Meeting by posting them on a website.

QUORUM

Under Handa’s Articles, the quorum for the transaction of business at a Meeting of shareholders is two shareholders entitled to vote at the Meeting whether in person or by proxy who hold, in the aggregate, at least 5% of the issued shares entitled to be voted at the Meeting.

- SECTION 1 VOTING

WHO CAN VOTE?

If you are a registered shareholder of the Company as at December 21, 2020 , you are entitled to notice of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see “ Voting By Proxy ” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer, financial institution or other intermediary) you should refer to the section entitled “ Non-Registered Shareholders ” set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, we invite you to complete, date, sign and return

2

your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return the completed form of proxy to the Company’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by fax within North America at 1-866-249-7775 or outside North American at 1-416-263-9524 not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time fixed for the Meeting or any adjournments thereof.

What Is A Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing A Proxyholder

You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder (the “ Management Proxyholders ”). Those persons are directors, officers or other authorized representatives of the Company.

Instructing Your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares IN FAVOUR of each of the items of business being considered at the Meeting.

For more information about these matters, see Section 3 - The Business of the Meeting. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting . At the time of printing this Information Circular, the management of the Company is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing Your Mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and

3

delivering this signed written statement to the Company at Suite 1080, 789 West Pender Street, Vancouver, British Columbia V6C 1H2 or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 10:30 a.m. (Vancouver time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person. Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must arrange for your nominee to revoke your proxy on your behalf (see below under “Non-Registered Shareholders”).

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the enclosed form of Proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by fax within North America at 1-866-249-7775 or outside North American at 1-416-2639524.

In all cases, the Proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

NON-REGISTERED SHAREHOLDERS

Only registered holders of common shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, common shares beneficially owned by a holder (a “ Non-Registered Holder ”) are registered either:

• (a) in the name of an Intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; OR

• (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “ NOBOs ”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as “ OBOs ”.

Pursuant to NI 54-101 of the Canadian Securities Administrators, the Company has distributed copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly or directly to the NOBOs and to the Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries that receive the proxy-related materials are required to forward the proxy-related materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to NonRegistered Holders.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related

4

documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO’s Intermediary assumes the costs of delivery.

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary’s directions on the voting instruction form. In some cases, such Non-Registered Holders will instead be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the NonRegistered Holder but which is otherwise not completed. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Computershare as described under “ Voting By Proxy ” above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.

Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the voting instruction form or Proxy form is to be delivered.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

- SECTION 2 VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value. As at the close of business on the Record Date being December 21, 2020, 52,939,441 common shares were issued and outstanding. Each shareholder entitled to receive notice of and to vote at the Meeting is entitled to one vote for each common share registered in his or her name at the close of business on December 21, 2020.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders will have one vote, and on a poll every

5

shareholder present in person or represented by a Proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share registered in that shareholder’s name on the list of shareholders as at the Record Date, which is available for inspection during normal business hours at the Company’s transfer agent and will be available at the Meeting.

To the knowledge of the directors and executive officers of the Company, the only persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at December 21, 2020, are:

==> picture [463 x 65] intentionally omitted <==

----- Start of picture text -----

Number of Percentage of
Shareholder Name
Common Shares Held [(1)(2)] Issued Common Shares [(1)]
Viral Niharbhai Desai 8,490,000 16.04%
----- End of picture text -----

NOTES:

(1) Based on 52,939,441 Common Shares issued and outstanding as at Record Date.

(2) Information as to Common Shares beneficially owned, not being within our knowledge has been furnished by the respective person, has been extracted from the list of registered Shareholders maintained by the Company’s transfer agent, has been obtained from insider reports filed by respective person and available through the internet at the Canadian System for Electronic Disclosure by Insiders (www.sedi.ca) or has been obtained from early warning report and alternative monthly reports filed by the respective person and available through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (www.sedar.com).

- SECTION 3 THE BUSINESS OF THE MEETING

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

1. FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended January 31, 2020 will be placed before you at the Meeting. They have been mailed to the shareholders who have requested they receive a copy of same together with the Notice of Meeting and this Information Circular. These audited financial statements are available at www.sedar.com.

No approval or other action needs to be taken at the Meeting in respect of these documents.

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54101 Communication with Beneficial Owners of Securities of a Reporting Issuer , both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Company must deliver a written request for such material to the Company. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Financial Statement Request Form attached to this Information Circular and send it to the Company.

6

2. NUMBER OF DIRECTORS

Under the Company’s Articles and pursuant to the Business Corporations Act (British Columbia), the number of directors may be set by ordinary resolution but shall not be fewer than three. The Company currently has three (3) directors. All of the current directors are being put forward by management of the Company for election at the Meeting.

The Company’s management recommends that the shareholders vote in favour of the resolution setting the number of directors at three (3). Unless you give other instructions, the Management Proxyholders intend to vote FOR the resolution setting the number of directors at three (3).

3. NOMINEES FOR ELECTION

Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.

Pursuant to the Advance Notice Provisions contained in the Articles of the Company, any additional director nominations for the Meeting must have been received by the Company in accordance with the provisions. As no such nominations were received by the Company, management’s nominees for election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.

The following table sets out the names of management’s nominees for election as directors of the Company; all offices in the Company each nominee now holds; each nominee’s principal occupation, business or employment; the period of time during which each nominee has been a director of the Company; and the number of common shares, stock options and common share purchase warrants that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee as at Record Date.

Each of the nominees has agreed to stand for election and management of the Company is not aware of any intention of any of them not to do so. Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

==> picture [476 x 191] intentionally omitted <==

----- Start of picture text -----

Name and place of Principal occupation for the past Director since Number of
residence [(1)] five years [(1) ] shares [(2) ]
CEO, Handa Mining Corporation (April
2017 – present); Independent Consultant
JAN PETRUS NELSON [(3)(4)]
(African mining sector / assets),
CEO, Acting Executive Chairman &
September 2016 – present); Partner,
Director December 14,
Paternoster Brewing Company Nil
2017
(September 2016 – present); CEO, Xtract
Western Cape,
Resources PLC (May 2013 – September
South Africa
2016); CEO, Pan African Resources PLC
(August 2005 – February 2013)
ANTON ESTERHUIZEN [(3)]
Director Director, Pangea Exploration (Pty) Limited
(October 1994 – present); Director, PanEx March 28, 2011 1,327,653
Gauteng, Resources (Pty) Limited
South Africa
----- End of picture text -----

7

==> picture [476 x 170] intentionally omitted <==

----- Start of picture text -----

Name and place of Principal occupation for the past Director since Number of
residence [(1)] five years [(1) ] shares [(2) ]
CEO and Executive Director, Tranter
Resources (Pty) Limited (June 2010 –
DR. HUMPHREY Present); Director, Witwatersrand
LAWRENCE MBENDENI Consolidated Gold Resources Limited
MATHE [(3)(4)] (April 2006 – April 2014); Director, Ferret
Director Mining and Environmental Services (Pty) November 12,
1,887,435
Ltd. (May 2003 – present); Non-Executive 2013
Gauteng, Chairman, Scinta South Africa (Pty)
South Africa Limited (May 2009 – present); Director,
Wescoal Holdings Limited September
2013 – present); Director, Howden Africa
Holdings Limited (July 2012 – Present)
----- End of picture text -----

NOTES:

(1) Information as to the residency and principal occupation has been provided by the respective directors.

(2) Information as to shares beneficially owned, not being within our knowledge has been furnished by the respective person, has been extracted from the list of registered shareholders maintained by the Company’s transfer agent, has been obtained from insider reports filed by respective person and available through the Internet at the Canadian System for Electronic Disclosure by Insiders (www.sedi.ca) or has been obtained from early warning report and alternative monthly reports filed by the respective person and available through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (www.sedar.com).

(3) Member of the Audit Committee.

(4) Member of the Compensation Committee.

The Company’s management recommends that the shareholders vote in favour of the election of the proposed nominees as directors of the Company for the ensuing year. Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the nominees named in this Information Circular .

4. APPOINTMENT OF THE AUDITOR

At the Meeting, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, located at Suite 1500 – 1140 West Pender Street, Vancouver, British Columbia V6E 4G1, will be recommended by management and the Board of Directors for re-appointment as auditor of the Company at a remuneration to be fixed by the directors. See Section 5 – Audit Committee – External Service Fees.

The Company’s management recommends that the shareholders vote in favour of the appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and grant the Board of Directors the authority to determine the remuneration to be paid to the auditor. Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, to act as the Company’s auditor until the close of its next annual general meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the remuneration to be paid to the auditor.

5. OTHER BUSINESS

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. Management of the Company 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 common shares represented by the proxies solicited hereby will be voted on such matter in accordance with the best judgement of the persons voting by proxy.

8

– SECTION 4 EXECUTIVE COMPENSATION

GENERAL

For the purpose of this Statement of Executive Compensation:

“Company” means Handa Mining Corporation;

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

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

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

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

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

• (c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

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

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

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

Based on the foregoing definitions, during the most recently completed financial year, the Company had two (2) NEOs, namely Jan Petrus Nelson, CEO, and Mark Lotz, CFO.

DIRECTOR AND NEO COMPENSATION

Director and NEO compensation, excluding options and compensation securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or its subsidiary, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary.

9

==> picture [481 x 296] intentionally omitted <==

----- Start of picture text -----

Table of compensation excluding compensation securities
Salary,
consulting Committee Value of all
Name Year Value of Total
fee, Bonus or meeting other
and Ended perquisites compensation
retainer or ($) fees [(2)] compensation
position January 31 ($) ($)
commission [(1)] ($) ($)
($)
Jan Petrus Nelson
2020 $240,000 Nil Nil Nil Nil $240,000
CEO, Acting Executive
2019 $240,000 Nil Nil Nil Nil $240,000
Chairman & Director
Mark Lotz 2020 $28,500 [(3)] Nil Nil Nil Nil $28,500
CFO 2019 $5,000 [(3)] Nil nil Nil Nil $5,000
Anton Esterhuizen 2020 $15,000 Nil $5.000 [(4)] Nil Nil $20,000
Director 2019 $11,250 Nil Nil Nil Nil $11,250
Dr. Humphrey
Lawrence Mbendeni 2020 $15,000 Nil $5,000 [(5)] Nil Nil $20,000
Mathe I 2019 $11,250 Nil Nil Nil Nil $11,250
Director
Marek Kreczmer [(6)] 2020 $7,500 Nil Nil Nil Nil $7,500
former Director 2019 $11,250 Nil Nil Nil Nil $11,250
Dr. Paul Elgin
Walker [(7)] 2020 $72,000 [(8)] Nil Nil Nil Nil $72,000
former Executive 2019 $54,000 Nil Nil Nil Nil $54,000
Chairman & Director
Darryl Yea [(9)] 2020 $7,500 Nil Nil Nil Nil $7,500
former Director 2019 $11,250 Nil $10,000 [(10)] Nil Nil $21,250
----- End of picture text -----

Notes:

(1) Consulting fees and director fees were paid or accrued.

• (2) Committee fees were paid or accrued.

(3) Pursuant to a consulting agreement dated as of November 1, 2018, between the Company and Lotz CPA Inc., a private corporation which is wholly-owned by Mr. Lotz.

(4) Fees for acting as Chair of Audit Committee.

(5) Fees for acting as Chair of Compensation Committee.

(6) Mr. Kreczmer resigned as a director on July 22, 2019.

(7) Mr. Walker resigned as Executive Chairman and a director on November 5, 2020.

(8) Fees for acting as Executive Chairman.

(9) Mr. Yea resigned as a director on July 12, 2019.

• (10) Fees for acting as Chair of Audit Committee and Compensation Committee.

Stock Options and Other Compensation Securities

The Company has not granted or issued any compensation securities to its directors or NEOs during the financial year ended January 31, 2020.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by a director or NEO during the financial year ended January 31, 2020 .

Stock Option Plans and Other Incentive Plans

The Company has adopted a Stock Option Plan and a Share Unit Plan. Both plans were adopted by the Company’s Board of Directors on May 14, 2018 and approved by the Shareholders on July 26, 2018 and May 23, 2019.

10

Stock Option Plan

The following information is intended to be a brief description and summary of the material features of the Stock Option Plan, and is qualified in its entirety by the full text of the Stock Option Plan.

The Stock Option Plan permits the Board from time to time, in its discretion and in accordance with applicable securities laws and policies of the TSX Venture Exchange (“ TSX-V ”), to grant to directors, officers, employees and consultants options to purchase common shares of the Company (“ Option Shares ”), provided that the number of Option Shares reserved for issuance will not exceed, in aggregate and combined with the Company’s Share Unit Plan, 5,884,888 shares.

The Stock Option Plan was established to attract and retain directors, officers, employees, and consultants and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through options granted under the Stock Option Plan to purchase Option Shares. The options are exercisable for a period determined by the Board, so long as the optionee maintains the optionee's position with the Company.

The Stock Option Plan is consistent with the requirements of the TSX-V, which provides for the following:

(a) the maximum aggregate number of shares that can be issued under the Stock Option Plan, in aggregate and combined with the Company’s Share Unit Plan, is 5,884,888 shares, being 11% of the Company’s issued and outstanding share capital (on a non-diluted basis);

(b) stock options granted under the Stock Option Plan will have an expiry date not to exceed ten years from the date of grant;

(c) any stock options granted that expire or terminate for any reason without having been exercised will again be available under the Stock Option Plan;

(d) stock options will vest as required by the TSX-V and as may be determined by the administrator of the Stock Option Plan, or in the absence of such body, the Board of Directors;

(e) the minimum exercise price of any stock options issued under the Stock Option Plan will be determined by the Board of Directors at the time of grant, subject to the requirements of the TSX-V;

(f) stock options granted will expire 90 days after an optionee ceases to be involved with the Company, or for any options granted to an individual providing investor relations services, 30 days after the optionee ceases to be involved with the Company;

(g) the Board of Directors is not authorized to grant stock options to any one person in any 12-month period which could, when exercised, result in the issuance of shares exceeding 5% of the issued and outstanding shares of the Company;

(h) the Company cannot grant options to any one consultant in any 12-month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding shares of the Company; and

(j) the Company cannot grant options in any 12-month period to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of shares exceeding, in aggregate, 2% of the issued and outstanding shares of the Company and options issued to consultants performing investor relations activities must vest in stages over 12 months with no more than 1/4 of the options vested in any three month period.

11

The Stock Option Plan provides that if a change of control, as described therein, occurs, all unvested options shall immediately become vested and may thereon be exercised in whole or in part by the option holder, subject to any required approval by the TSX-V.

Share Unit Plan

The following information is intended to be a brief description and summary of the material features of the Share Unit Plan, and is qualified in its entirety by the full text of the Share Unit Plan.

The Share Unit Plan contemplates the granted of restricted share units and performance share units (“ PSUs ”) to eligible participants of the Company. The purpose of the Share Unit Plan is to recognize and reward employees (including directors and officers) and consultants of the Company for significant contributions to the long-term success of the Company and to align employee and consultant interest more closely with the shareholders of the Company.

The awards granted under the Share Unit Plan together with all grants under the Company’s Stock Option Plan, shall not result at any time, without disinterested shareholder approval, in:

• (a) the number of Company Shares reserved for issuance exceeding 5,884,888 Common Shares;

(b) the number of Common Shares reserved for issuance to insiders within a 12-month period exceeding 10% of the issued and outstanding Common Shares; and

(c) the number of Common Shares issued to Insiders as a group exceeding 10% of the total number of issued and outstanding Common Shares on the grant date on a non-diluted basis.

The awards granted under the Share Unit Plan together with all grants under the Company’s Stock Option Plan, shall not result at any time in:

• (a) the number of Common Shares issued to any one Consultant exceeding 1% of the issued and outstanding Common Shares at the time of grant and 2% in any one-year period; and

(b) the number of Common Shares issued to any one person retained to provide Investor Relations Activities (as defined under the TSX-V Corporate Finance Manual) exceeding 1% of the issued and outstanding Common Shares at the time of grant and 2% in any one-year period.

The Share Unit Plan provides that if a change of control, as described therein, occurs, all unvested share units shall immediately become vested and become payable on the date of the change of control, subject to any required approval by the TSX-V.

As at the financial year end of January 31, 2020 , there were 5,002,114 PSUs granted, with vesting schedule based upon achievement of certain milestones, and no Stock Options outstanding.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of the financial year ended January 31, 2020 :

12

	Equity Compensation Plan Information	Equity Compensation Plan Information
	Number of securities		Number of securities
Plan Category	to be issued upon	Weighted-average	remaining available for future
	exercise	exercise price of	issuance under equity
	of outstanding	outstanding options,	compensation plans
	options,	warrants and rights	(excluding securities reflected
	warrants and rights	(b)	in column (a))
	(a)		(c)
Equity compensation
plans approved by	5,002,114	N/A	882,774
Securityholders
Equity compensation
plans not approved	N/A	N/A	N/A
by securityholders
Total	5,002,114	N/A	882,774

Employment, consulting and management agreements

Management functions of the Company and its subsidiaries are substantially performed by the Company’s directors and executive officers. The Company has not entered into any contracts, agreements or arrangements with parties other than its directors and executive officers for the provision of such management functions, as follows:

• On April 21, 2017, the Company entered into a services confidentiality and restraint agreement with Jan Petrus Nelson to provide the services of Chief Executive Officer for the Company. The agreement has several required milestones related to the timing of his remuneration.

• On November 1, 2018, the Company entered into a consulting agreement with Lotz CPA Inc., a private corporation which is wholly-owned by Mark Lotz, for the services of Mr. Lotz as Chief Financial Officer. The agreement authorizes Mr. Lotz to be compensated by the Company on a monthly basis.

Termination and Change of Control Benefits

The Company does not have any plan or arrangement to pay or otherwise compensate any Named Executive Officer if his employment is terminated as a result of resignation, retirement, change of control, etc. or if his / her responsibilities change following a change of control.

Oversight and description of director and named executive officer compensation

See below Section 6 – Corporate Governance – Compensation of Directors and Named Executive Officers.

Pension disclosure

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans currently in place or proposed at this time.

13

- SECTION 5 AUDIT COMMITTEE

National Instrument 52-110 Audit Committees (“ NI 52-110 ”) requires the Company, 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, as set forth in the following:

AUDIT COMMITTEE CHARTER

The text of the Company’s Audit Committee Charter is attached hereto as Schedule “A” to this Information Circular.

COMPOSITION OF AUDIT COMMITTEE

NI 52-110 provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

The current members of the Audit Committee are Anton Esterhuizen (Chair), Dr. Humphrey Lawrence Mbendeni Mathe and Jan Petrus Nelson.

Mr. Nelson is an executive officer being CEO and Acting Executive Chairman of the Company and is not considered independent. Neither of Anton Esterhuizen nor Dr. Humphrey Lawrence Mbendeni Mathe are executive officers of the Company and, therefore, are independent members of the Audit Committee.

All members of the audit committee are considered to be financially literate. All of the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

RELEVANT EDUCATION AND EXPERIENCE

All of the Audit Committee members are senior-level businesspeople with experience in financial matters; each has an understanding of accounting principles used by the Company to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.

Each member also has an understanding of the mineral exploration and mining business in which the Company is engaged and has an appreciation of the financial issues and accounting principles that are relevant in assessing the Company’s financial disclosures and internal control systems.

In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors or officers of public companies other than the Company. See Section 6 - Corporate Governance – Directorships in Other Public Companies.

14

Anton Esterhuizen

Mr. Esterhuizen, MSc (Mineral Exploration) Rhodes University, currently serves as a director of the Company. He is a qualified geologist with more than 40 years’ experience with a career in industrial minerals, coal, diamonds, base and precious metals exploration, highlighted by discoveries of a number of world class deposits. He is the first recipient of the Des Pretorius Memorial Award for outstanding work in economic geology in Africa and received the Dreyer Award by the Society for Mining Metallurgy and Exploration Inc. (USA) for outstanding achievements in applied economic geology. He is a director of PanEx Resources (Pty) Limited in Johannesburg.

Dr. Humphrey Lawrence Mbendeni Mathe

Dr. Mathe currently serves as a director of the Company. He is a qualified geologist with an MSc from Rhodes University and a PhD from the University of Natal Durban. He has held a number of senior management positions in the mining sector and has worked in the mining industry for over thirty-six years. Dr. Mathe has previously served on the Investment Committee of the New Africa Mining Fund and is a Fellow of the Geological Society of South Africa.

Jan Petrus Nelson

Mr. Nelson is a seasoned industry veteran possessing a diverse range of skills acquired as an exploration geologist, mine manager and successful CEO of a gold producer.

AUDIT COMMITTEE OVERSIGHT

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

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company’s most recently completed financial year ended January 31, 2020, has the Company relied on the exemption in Section 2.4 of NI 52-110 - Audit Committees (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.

As the Company is considered a “Venture Issuer” pursuant to relevant securities legislation, the Company is relying on the exemption in Section 6.1 of NI 52-110, from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Company’s Audit Committee Charter attached as Schedule “A” to this Information Circular.

EXTERNAL AUDITOR SERVICE FEES

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

15

The fees paid by the Company to its auditors in each of the last two financial years, by category, are as follows:

==> picture [468 x 84] intentionally omitted <==

----- Start of picture text -----

Auditor Financial Audit Audit-related Tax All Other
Year Ending Fees [(1)] Fees [(2)] Fees [(3)] Fees [(4)]
January 31
Dale Matheson Carr- 2020 $20,725 Nil Nil Nil
Hilton LaBonte LLP [(5)] 2019 $13,000 Nil Nil Nil
----- End of picture text -----

NOTES:

• (1) The aggregate audit fees billed.

• (2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not included under the heading “Audit Fees”.

• (3) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

• (4) The aggregate fees billed for products and services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

(5) Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, has been the Company’s auditor since March 6, 2015.

- SECTION 6 CORPORATE GOVERNANCE

GENERAL

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) provides guidelines on corporate governance disclosure for venture issuers as set out in Form 58-101F2 and requires full and complete annual disclosure of a listed company’s systems of corporate governance with reference to National Policy 58-201 – Corporate Governance Guidelines (the “ Guidelines ”). Where a company’s corporate governance system differs from the Guidelines, each difference and the reason for the difference is required to be disclosed. The Company’s approach to corporate governance is provided below.

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. The Board is committed to sound corporate governance practices that are both in the interest of its Shareholders and contribute to effective and efficient decision making. National Policy 58-201 - Corporate Governance Guidelines establishes corporate governance guidelines that apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. NI 58-101 mandates disclosure of corporate governance practices for Venture Issuers in Form 58-101F2, which disclosure is set out below.

COMPOSITION OF THE BOARD OF DIRECTORS

All of the proposed nominees for election as a director at the Meeting are current directors of the Company. Form 58-101F1 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. “Material relationship” is defined as a relationship that could, in the view of the company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

16

Of the proposed nominees, Anton Esterhuizen and Dr. Humphrey Lawrence Mbendeni Mathe, are considered by the Board to be “independent”, as that term is defined in NI 52-110. Jan Petrus Nelson is not considered to be “independent” as he is the CEO and Acting Executive Chairman of the Company. In assessing Form 58-101F2 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors. It is the objective of the Company to continue to have a majority of independent Board members and enhance the quality of the Company’s corporate governance.

Management was delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management through frequent meetings of the Board and by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company's internal control processes and management information systems.

The Board reviews recommendations from the Compensation Committee regarding executive compensation and the recommendations of stock option grants accordingly.

MANDATE OF THE BOARD

The Board is elected by and accountable to the shareholders of the Company. The mandate of the Board is to continually govern the Company and to protect and enhance the assets of the Company in the long-term best interests of the Shareholders. The Board will annually assess and approve a strategic plan which takes into account, among other things, the opportunities and the identification of the principal risks of the issuer’s business, and ensuring the implementation of appropriate systems to manage these risks.

DIRECTORSHIPS IN OTHER PUBLIC COMPANIES

Certain of the board nominees are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

r a foreign jurisdiction as follows:
Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)(1)
Dr. Humphrey Lawrence Mbendeni Mathe	Wescoal Holdings Limited (WSL: JSE) Howden Africa Holdings Limited (HWN: JSE)

NOTES:

(1) Information not being within our knowledge has been furnished by the respective person or has been obtained from insider reports filed by respective person and available through the Internet at the Canadian System for Electronic Disclosure by Insiders (www.sedi.ca).

ORIENTATION AND CONTINUING EDUCATION

New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company’s size and current level of operations. However, if the growth of the Company’s operations warrants it, it is likely that a formal orientation process will be implemented.

The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds,

17

who have, both collectively and individually, extensive experience in running and managing public companies. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Company’s records. Reference is made to the table under the heading “Election of Directors” for a description of the current principal occupations of the members of the Company’s Board.

ETHICAL BUSINESS CONDUCT

The Board has determined that the fiduciary duties placed on individual directors by the Company's governing corporate legislation, 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 are sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Furthermore, the Board promotes fair dealing with all its stakeholders and requires compliance with the laws of each jurisdiction in which the Company operates.

The Board of Directors is also required to comply with the conflict of interest provisions of the Business Corporations Act (British Columbia) and relevant securities regulation 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 is required to declare the nature and extent of his interest and is not entitled to vote on any matter that is the subject of the conflict of interest.

NOMINATION OF DIRECTORS

The Board as a whole determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the individual Board members, including both formal and informal discussions among Board members and the President and CEO. The current size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing current directors. Proposed directors’ credentials are reviewed and discussed amongst the members of the Board prior to the proposed director’s nomination.

The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company’s size, its stage of development and the number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis.

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

The Board has established a compensation committee (the “Compensation Committee”) comprised of Dr. Humphrey Lawrence Mbendeni Mathe (Chair) and Jan Petrus Nelson. The role of the Compensation Committee is, among other things, to: (i) review and make recommendations to the Board at least annually regarding the Company’s remuneration and compensation policies, including short and longterm incentive compensation plans and equity-based plans, bonus plans, securities-based compensation plans including the Stock Option Plan, Share Unit Plan and grants thereunder, and benefit plans; (ii) exercise sole authority to retain and terminate any compensation consultant to assist in the evaluation of director compensation, including sole authority to approve fees and other terms of the retention; (iii) review and approve at least annually all compensation arrangements with the senior executives of the Company; (iv) review and approve at least annually all compensation arrangements with the directors of the Company; and (v) review the executive compensation sections disclosed in the Company’s

18

management proxy circular distributed to the Shareholders in respect of the Company’s annual meetings of Shareholders.

The Board determines the level of compensation for directors based on recommendations from the Compensation Committee. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

As of the date hereof, the Board has adopted a compensation program where its directors will receive $15,000 a year with respect to general director’s duties and an additional fee of $5,000 for acting as chair of the Board committees. Director’s fees were accrued in the last financial year. Directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending Board, committee or Shareholder meetings and otherwise incurred in carrying out their duties as directors of the Company. Directors are eligible to receive option grants pursuant to the Stock Option Plan and share units pursuant to the Share Unit Plan, the number and exercise price of which is at the discretion of the Board.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has a Compensation Committee and an Audit Committee.

ASSESSMENTS

The Board has not, as yet, established procedures to formally review the contributions of individual directors. The Board annually reviews its own performance and effectiveness as well as reviews the Audit Committee Charter and recommends revisions as necessary. Neither the Company nor the Board has adopted formal procedures to regularly assess the Board, the Audit Committee or the individual directors as to their effectiveness and contribution. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

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

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practice allows the Company to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

- SECTION 7 OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended January 31, 2020 , and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of the Company, nor any nominee for election as a director of the Company, nor any associate of any such person, was indebted to the Company for other than “routine indebtedness”, as that term is defined by applicable securities legislation; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

19

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, ended January 31, 2020 , nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Applicable securities legislation defines “ informed person ” to mean any of the following: (a) a director or executive officer of a reporting issuer; (b) a director or officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. Except as otherwise disclosed herein, no informed persons had (or has) any interest in any transaction with the Company since the commencement of our most recently completed financial year ended January 31, 2020 , or in any proposed transaction, that has materially affected the Company or is likely to do so, other than as noted below:

MANAGEMENT CONTRACTS

Except as disclosed under Section 4 – Executive Compensation, the Company has no management agreements or arrangements under which the management functions of the Company are performed other than by the Company’s directors and executive officers.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

As at the date of this Information Circular, to the knowledge of the Company, no proposed nominee for election as a director of the Company (nor any of his or her personal holding companies) has been subject to:

• (a) 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

• (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Except as disclosed below, no proposed nominee for election as a director of the Company is, or has been, within 10 years before the date of this Information Circular:

1. a director, chief executive officer or chief financial officer of any company (including the Company and any personal holding company of the proposed director) that, while that person was acting in that capacity:

2. (a) was subject to a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order) or an order similar to a cease trade order or an order that denied

20

the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “ Order ”); or

• (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer 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

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

The Company was subject to a cease trade order issued by the British Columbia Securities Commission on July 17, 2020 for failure to file annual audited financial statements and Management’s Discussion and Analysis for the period ended January 31, 2020. The cease trade order was revoked on August 18, 2020. All of the management nominees for the Board of Directors, being Jan Petrus Nelson, Anton Esterhuizen and Dr. Humphrey Lawrence Mbendeni Mathe, were directors of the Company at the time the cease trade order was issued.

No proposed nominee for election as a director of the Company has, within the ten 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.

ADDITIONAL INFORMATION

Financial information about the Company is included in the Company’s financial statements and Management’s Discussion and Analysis for the financial year ended January 31, 2020 , which have been electronically filed with regulators and are available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Copies may be obtained without charge upon request to the Company at Suite 1080 – 789 West Pender Street, Vancouver, British Columbia V6C 1H2. You may also access the Company’s public disclosure documents through the Internet on SEDAR at www.sedar.com.

DIRECTOR APPROVAL

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

Dated at Vancouver, British Columbia, this 21[st] day of December, 2020.

BY ORDER OF THE BOARD

Signed: “Jan Petrus Nelson”

Jan Petrus Nelson Chief Executive Officer and Director

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

1. Purpose of the Committee

2. a. The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors.

3. Members of the Audit Committee

4. a. At least one member must be "financially literate" as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

5. b. The Audit Committee shall consist of no less than three Directors.

6. c. At least one member of the Audit Committee must be "independent" as defined under NI 52-110, while the Company is in the developmental stage of its business.

7. Relationship with External Auditors

8. a. The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.

9. b. The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

10. c. The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

11. d. The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

• a. The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

• b. Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:

  • i. acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

  • ii. performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

• Appointment of Auditors

• a. The external auditors will be appointed each year by the shareholders of the Company at the annual general and special meeting of the shareholders.

2

• b. The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

• Evaluation of Auditors

• a. The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

• Remuneration of the Auditors

• a. The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

• b. The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

• Termination of the Auditors

• a. The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

• Funding of Auditing and Consulting Services

• a. Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

• Role and Responsibilities of the Internal Auditor

• a. At this time, due to the Company's size and limited financial resources, the Company’s Chief Executive Officer and Chief Financial Officer are responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

• Oversight of Internal Controls

• a. The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

• Continuous Disclosure Requirements

• a. At this time, due to the Company's size and limited financial resources, the Company’s Chief Executive Officer and Chief Financial Officer are responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements.

• Other Auditing Matters

• a. The Audit Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably.

• b. The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

• a. The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter.

• Independent Advisers

• a. The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.