Hansco Capital Corp. — AGM Information 2021

Feb 1, 2021

NOTICE

and

INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING

of

HANSCO CAPITAL CORP.

to be held on MONDAY, FEBRUARY 22, 2021

HANSCO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of Hansco Capital Corp. ("Hansco" or the "Company") will be held at Suite 600 - 1090 West Georgia Street, Vancouver, British Columbia at 10:00 a.m., on Monday, February 22, 2021, for the following purposes:

• 1. To receive and consider the audited financial statements of the Company for the fiscal year ended September 30, 2019, together with the auditor's report thereon.
• 1. To fix the number of directors of Hansco at four.
• 1. To elect the directors for the ensuing year.
• 1. To appoint an auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.
• 1. To consider and, if appropriate, to pass, with or without variation, an ordinary resolution approving the Company's Stock Option Plan.
• 1. To transact such other business as may properly come before the Meeting.

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

If you are a registered shareholder of Hansco and are unable to attend the Meeting in person, please complete, date and execute the accompanying form of proxy and deposit it with Computershare Investor Services Inc., 3rd floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

If you are a non-registered shareholder of Hansco and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

The Company intends to hold the Meeting in person. However, in view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (PHAC) (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html). In view of the COVID-19 pandemic, the Company encourages shareholders to consider voting their shares via proxy rather than attending the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will, subject to the Articles of the Company, be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. In the event it is not possible or advisable to hold the Meeting in person or a decision is made to change the date, time or location of the Meeting, the Company will announce, by press release, alternative arrangements for the Meeting as promptly as practicable. The press release will be available under the Company's profile on SEDAR (www.sedar.com). If you are planning to attend the Meeting, please check our press releases on SEDAR (www.sedar.com) before attending the Meeting.

DATED at Vancouver, British Columbia, as of January 20, 2021.

By Order of the Board of Directors of

HANSCO CAPITAL CORP.

"Robert Quinn" Robert Quinn Chief Executive Officer

HANSCO CAPITAL CORP.

Suite 600 – 1090 West Georgia Street Vancouver, BC V6E 3V7

INFORMATION CIRCULAR

(all information as at January 20, 2021, unless otherwise stated)

Hansco Capital Corp. ("Hansco" or the "Company") is providing this Information Circular and a form of proxy in connection with management's solicitation of proxies for use at the annual general and special meeting (the "Meeting") of Hansco to be held on Monday, February 22, 2021, and at any adjournments. Hansco will conduct its solicitation by mail and officers and employees of Hansco may, without receiving special compensation, also telephone or make other personal contact. Hansco will pay the cost of solicitation.

PROXY RELATED INFORMATION

Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of Hansco (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

Voting by Proxy

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of Hansco knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of Hansco's registrar and transfer agent,

Computershare Investor Services Inc., 3rd floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies deposited subsequently.

Non-Registered Holders

Only shareholders whose names appear on the records of Hansco as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of Hansco are "non-registered" shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your shares through a broker, you are likely an unregistered holder.

In accordance with securities regulatory policy, Hansco has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to nonregistered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation now permits Hansco to forward meeting materials directly to "non-objecting beneficial owners". If Hansco or its agent has sent these materials directly to you (instead of through a Nominee), your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, Hansco (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

Revocability of Proxy

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of Hansco, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their Nominees to revoke the proxy on their behalf.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of Hansco consists of an unlimited number of common shares without par value. As at the date hereof, there are issued and outstanding 6,000,000 fully paid and non-assessable common shares without par value, each share carrying the right to one vote. The Company has no other classes of voting securities.

Persons who are registered shareholders at the close of business on January 13, 2021, will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held.

To the knowledge of the directors and senior officers of Hansco, no person beneficially owns, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of Hansco that have the right to vote in all circumstances, except as follows:

Name	Number of Shares (1)	Percentage of Outstanding Shares
Bob Hans	2,650,000	44.17% (2)

(1) Based on information provided by such persons to the Company or disclosed in their insider filings provided at www.sedi.ca. (2) Mr. Hans holds approximately 42.03% of the Company's shares on a fully diluted basis.

STATEMENT OF EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing the compensation of its directors and named executive officers in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table provides information regarding compensation paid, payable, awarded to, or earned by the Company's Chief Executive Officer and Chief Financial Officer, (together, the "Named Executive Officers") and any director who is not a Named Executive Officer for the financial years ended September 30, 2020 and 2019. There were no other executive officers of the Company or individuals who individually earned more than $150,000 in total compensation.

Name and Position	Year	Salary,consulting fee,retainer orcommission($)	Bonus($)	Committeeor meetingfees($)	Value ofperquisites($)	Value of AllOtherCompensation($)	TotalCompensation($)
Robert QuinnCEO, President andDirector	20202019	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
Aris MorfopoulosChief FinancialOfficer, CorporateSecretary andDirector	20202019	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
Bob HansDirector	20202019	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
Raymond MarksDirector	20202019	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil

Stock Options and Other Compensation Securities

The following table discloses all stock options and other compensation securities granted to each director and Named Executive Officer of the Company by the Company in the most recently completed financial year for services provided, directly or indirectly, to the Company.

Compensation Securities
Nameandposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Dateofissueorgrant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Robert QuinnCEO,President andDirector	Stock Option	100,000	October 7,2019	$0.10	$0.10	$0.19	March 12,2030
ArisMorfopoulosChiefFinancialOfficer,CorporateSecretary andDirector	Stock Option	100,000	October 7,2019	$0.10	$0.10	$0.19	March 12,2030
Bob HansDirector	Stock Option	250,000	October 7,2019	$0.10	$0.10	$0.19	March 12,2030
RaymondMarksDirector	Stock Option	150,000	October 7,2019	$0.10	$0.10	$0.19	March 12,2030

Stock Option Plans and Other Incentive Plans

The Company has adopted a stock option plan (the "Plan") which provides eligible directors, officers, employees and consultants with the opportunity to acquire an ownership interest in the Company and is the basis for the Company's long-term incentive scheme. The Plan has not been previously approved by the shareholders of the Company. The key features of the Plan are as follows:

• The maximum number of common shares issuable under the Plan may not exceed in aggregate such number of common shares as is equal to 10% of the common shares issued and outstanding at the time of such grant; provided that, if the Company is a capital pool company ("CPC"), such number cannot exceed 10% of the aggregate number of common shares issued and outstanding upon completion of the Company's initial public offering.
• The options have a maximum term of ten years from the date of issue.
• Options vest as the board of directors of the Company may determine upon the award of the options.
• The exercise price of options granted under the Plan shall be determined by the board of directors but shall not be lower than the last closing price for common shares of the Company as quoted on

the TSX Venture Exchange, less any discount permitted by the TSX Venture Exchange, on the date of grant of the option, and provided that, if the Company is a CPC, the exercise price shall not be lower than $0.10.

• The expiry date of an option shall be the earlier of the date fixed by the Company's board of directors on the award date, and: (a) in the event of the death or disability of the option holder while he or she is a director, officer, employee or consultant, 12 months from the date of death or disability of the option holder; (b) in the event that the option holder ceases to be a director, employee or consultant other than by reason of death or disability, 90 days following the date the option holder ceases to be a director, employee or consultant (provided that if the Company is a CPC and the optionee does not carry on as a director, officer, consultant or employee of the Company upon completion of the Company's Qualifying Transaction, the options shall be exercisable until the later of 12 months after the completion of such Qualifying Transaction and the 90th day after the Optionee ceases to be a director, officer, consultant or employee for any reason other than death, disability or cause); (c) the 30th day after the optionee who is engaged in investor relations activities for the Company ceases to be employed to provide investor relations activities; and (d) the date on which the optionee ceases to be a director, officer, consultant or employee by reason or termination of the optionee as an employee or consultant of the Company for cause (which, in the case of a consultant, includes any breach of an agreement between the Company and the consultant).

The Plan may be terminated at any time by resolution of the board of directors, but any such termination will not affect or prejudice rights of participants holding options at that time. If the Plan is terminated, outstanding options will continue to be governed by the provisions of the Plan.

Employment, Consulting and Management Agreements

The Company is not party to any employment, consulting or management agreements with any director or Named Executive Officer.

Oversight and Description of Director and Name Executive Officer Compensation

The board of directors has the responsibility for determining compensation for the directors and senior management (including the Named Executive Officers). At present, no compensation was paid to any director or Named Executive Officer during the financial year ended September 30, 2020 or has been paid during the current financial year.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth Hansco's equity compensation plan information of Hansco as of September 30, 2020.

Plan Category	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected insecond the column)
Equity compensation plans approvedby securityholders	Nil	N/A	Nil
Equity compensation plans notapproved by securityholders(1)	600,000(1)	$0.10	Nil
Total	600,000(1)	$0.10	Nil

(1) These amounts relate to Hansco options granted and Hansco common shares available for issuance pursuant to Hansco's stock option plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the financial year ended September 30, 2020, no director, executive officer, senior officer or nominee for director of Hansco or any of their associates was indebted to Hansco, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support in agreement, letter of credit or other similar arrangement or understanding provided by Hansco.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular and other than transactions carried out in the ordinary course of business of Hansco, no informed person or proposed director of Hansco and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of Hansco's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect Hansco.

MANAGEMENT CONTRACTS

Other than as described below or elsewhere in this Information Circular, there are no agreements or arrangements under which management functions of Hansco or any subsidiary of Hansco are, to any substantial degree, performed by a person other than the directors or executive officers of Hansco or a subsidiary of Hansco.

CORPORATE GOVERNANCE DISCLOSURE

On June 30, 2005, National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58- 101") and National Policy 58-201 – Corporate Governance Guidelines (the "Guidelines"), came into force. The Guidelines address matters such as the constitution of and the functions to be performed by the Company's board. NI 58-101 requires that the Company disclose its approach to corporate governance with reference to the Guidelines. The board of the Company is committed to ensuring that the Company has an effective corporate governance system, which adds value and assists the Company in achieving its objectives.

Board of Directors

Each of Bob Hans and Raymond Marks is an "independent" director, according to the definition set out in NI 52-110. Robert Quinn and Aris Morfopoulos are not independent, as they are executive officers of the Company.

The independent directors believe that their knowledge of the Company's business and their independence are sufficient to facilitate the functioning of the board independently of management. To facilitate open and candid discussion among the board's independent directors, the independent directors have the discretion to meet in private in the absence of the other directors whenever they believe it is appropriate to do so. To date, the independent directors have not held a meeting at which non-independent directors and members of management were not in attendance.

Other Directorships

The directors of the Company are presently directors of other reporting issuers, as follows:

Name	Name of Reporting Issuer	Exchange	Position(s)
Bob Hans	Hanstone Gold Corp.	TSXV	Director,Executive Chairman
Raymond Marks	Hanstone Gold Corp.	TSXV	CEO, President,Director
Robert Quinn	Hanstone Gold Corp.	TSXV	Director,Vice President
Aris Morfopoulos	Constantine MetalResources Ltd.	TSXV	CFO, Secretary
	New Oroperu Resources Inc.	TSXV	CFO, Secretary
	HighGold Mining Inc.	TSXV	CFO, Secretary,Director
	Carlin Gold Corporation	TSXV	CFO, Secretary,Director

Orientation and Continuing Education

Management will ensure that a new appointee to the board receives the appropriate written materials to fully apprise him or her of the duties and responsibilities of a director pursuant to applicable law and policy. Each new director brings a different skill set and professional background, and with this information, the board is able to determine what orientation to the nature and operations of the Company's business will be necessary and relevant to each new director.

Ethical Business Conduct

The board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance objectives and goals. In addition, the board must comply with conflict of interest provisions in Canadian corporate law, including 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 executive officer has a material interest.

Nomination of Directors

Given the Company's current stage of development and size of the board, the board is presently of the view that it functions effectively as a committee of the whole with respect to the nomination of directors. The entire board will assess potential nominees and take responsibility for selecting new directors. Any nominees are expected to be generally the result of recruitment efforts by the board members, including both formal and informal discussions among board members and management of the Company.

The Company's Articles include a provision requiring advance notice of the nomination of persons to act as directors of the Company. Under this provision, subject only to the Business Corporations Act (British Columbia), nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (British Columbia) or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act (British Columbia) or (c) by any person (a "Nominating Shareholder") (i) who, at the close of business on the date of the giving of the notice of nomination and on the record date for notice of such meeting, is entered in the central securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set out in the advance notice provision, including without limitation that such notice must be provided to the Company (A) in the case of an annual meeting of shareholders, not more than 65 days and not less than 30 days prior to the date of the annual meeting of shareholders (provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made (the "Notice Date"), notice by the Nominating Shareholder may be made not later than the close of business on the 10th business day following the Notice Date); and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th business day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

Compensation

The Company does not have a Compensation Committee. Compensation matters for the Company's directors and officers are dealt with by the full board. The board meets to discuss and determine director and management compensation without reference to formal objectives, criteria or analysis.

Other Board Committees

The only board committee of the Company is the Audit Committee.

Assessments

The board annually reviews its own performance and effectiveness. 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.

The board is of the view that the Company's corporate governance practices are appropriate and effective for the Company, given its relatively small size and limited operations. The Company's method of corporate governance allows for the Company to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

AUDIT COMMITTEE DISCLOSURE

General

The Audit Committee is responsible for reviewing the Company's financial reporting procedures, internal controls and the performance of the financial management and external auditor of the Company. The Audit Committee also reviews the annual and interim financial statements and makes recommendations to the Board.

As the Company is a "venture issuer" (as defined in National Instrument 52-110 – Audit Committees

("NI 52-110")), it is relying on the exemptions provided to it under section 6.1 of NI 52-110 with respect to the composition of the Audit Committee and with respect to Audit Committee reporting obligations. 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.

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

The Audit Committee is comprised of Bob Hans, Robert Quinn and Raymond Marks, all of whom are "financially literate" and two of whom (Bob Hans and Raymond Marks) are "independent", as those terms are defined in NI 52-110. Each of the members of the Audit Committee has served as a director and officer for a number of companies, including reporting issuers, and in such capacities has considered, reviewed and approved those companies' financial statements and internal controls and procedures for financial controls, which provides each member with (i) an understanding of the accounting principles used by the Company to prepare its financial statements, (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, and (iv) an understanding of internal controls and procedures for financial reporting.

Charter

The Audit Committee's charter is attached to this Information Circular as Appendix I.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees are as follows:

Financial YearEnding	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
September 30, 2020	$5,250 (1)	Nil	$1,050	$420
September 30, 2019	$4,200	Nil	Nil	Nil

(1) Current accrual, based on prior year.

FINANCIAL STATEMENTS

The audited financial statements of Hansco for the year ended September 30, 2020 (the "Hansco Financial Statements"), together with the auditor's reports thereon, will be presented to the shareholders of Hansco at the Meeting. A form that shareholders may use to request a copy of the Hansco financial statements, together with the auditor's reports thereon and management's discussion and analysis of the Hansco financial statements, as well as the interim financial statements and management's discussion and analysis of the interim financial statements, is being mailed to the shareholders with this Information Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Election of Directors

The directors of Hansco are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed.

Shareholder approval will be sought to fix the number of directors of Hansco at four.

The nominees for election as directors of the Company are set out below. In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the nominees herein listed. If any of the nominees is for any reason unavailable to serve as a director, the persons named in the accompanying form of proxy shall be entitled to vote for any other individual as director in their discretion. As of the date of this Information Circular, management of the Company is not aware that any of the proposed nominees will be unavailable to serve as director.

Name, Residence andCurrent Position with theCompany	Principal Occupation or Employment during thePast Five Years (1)	Date Appointed (2)	Number ofCommonShares
Robert Quinn (3)Houston, TexasDirector, CEO and President	Lawyer with over 40 years of legal, executive andpublic board experience in the mining industry. Officerand director of private companies evaluating miningopportunities in North America, and Vice President ofHanstone Gold Corp., a mineral exploration company,since August 2020.	August 22, 2019	100,000
Bob Hans (3)Surrey, BCDirector	Businessman, entrepreneur. President of the HansGroup, which owns and operates businesses incommercial real estate, mining & quarry operations,sand & gravel supplies, and trucking & earth works.Executive Chairman of Hanstone Gold Corp. sinceAugust 2020.	August 22, 2019	2,650,000
Raymond Marks (3)Mission, BCDirector	Mineral exploration company (Tudor Gold Corp.)executivefrom2016to2018.Self-employedbusinessman since 2018.PresidentandCEOofHanstone Gold Corp. since August 2020.	August 22, 2019	150,000
Aris MorfopoulosVancouver, BCDirector, CFO andCorporate Secretary	CFO and director for public companies in the juniormineral exploration sector. Corporate consultant andself-employed businessman.	August 22, 2019	100,000

(1) Unless otherwise indicated, to the knowledge of the applicable officer or director, the organization at which the officer or director was occupied or employed is still carrying on business.

(2) Each director of the Company ceases to hold office immediately before an annual general meeting for the election of directors is held but is eligible for re-election or re-appointment.

(3) Member of the audit committee.

Except as disclosed below, no director or proposed director:

• a) is, as at the date of this Information Circular, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any Company (including Hansco) that,

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

• ii) 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 that capacity;

• b) is, as of the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any Company (including Hansco) 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 the assets of the proposed director; or

• c) has within the 10 years before the date hereof, become a 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.

Robert Quinn was a director of Mercator Minerals Ltd. ("Mercator"). On August 26, 2014, Mercator filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) (the "BIA"). Mr. Quinn ceased to be a director of Mercator on September 4, 2014. Pursuant to section 50.4(8) of the BIA, Mercator was deemed to have filed an assignment in bankruptcy on September 5, 2014 as a result of allowing the ten-day period within which Mercator was required to submit a cash flow forecast to lapse.

Mr. Quinn was a director of Great Western Minerals Group Ltd. ("GWMG"). On April 30, 2015, GWMG was granted protection from its creditors under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") upon receiving an initial order from the Court. On May 11, 2015, an order was issued by the Financial and Consumer Affairs Authority of the Province of Saskatchewan that all trading in the securities of GWMG be ceased due to its failure to file financial statements for the year ended December 31, 2014.

Mr. Quinn was a director of North American Palladium Ltd. ("NAP") prior to the completion of the recapitalization transaction that was completed on August 6, 2015 and approved at a meeting of the convertible debentureholders of NAP and at an annual and special meeting of shareholders of NAP on July 30, 2015. The recapitalization was accomplished by way of plan of arrangement and resulted in the issuance of shares in exchange for debt, among other things.

Appointment of Auditor

Shareholders are being asked to approve an ordinary resolution appointing SHIM & Associates LLP, Chartered Professional Accountants, as auditor of Hansco to hold office until the close of the next annual general meeting of the shareholders, at a remuneration to be fixed by the board. In order to be effective, the ordinary resolution requires the approval of the majority of the votes cast at the Meeting in respect of the resolution. In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the appointment of SHIM & Associates LLP, Chartered Professional Accountants, as auditor of Hansco and to authorize the board to fix their remuneration.

Approval of Stock Option Plan

At the Meeting, shareholders of the Company will be asked to approve the Plan, which is summarized herein and a copy of which is available under the Company's profile on SEDAR at www.sedar.com. Accordingly, at the Meeting, shareholders will be asked to approve the following ordinary resolution:

"RESOLVED THAT:

• 1. the Company's Stock Option Plan, pursuant to which the directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of the grant, be approved, confirmed and ratified; and
• 1. any director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer be necessary or desirable to carry out the foregoing resolution."

In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the approval of the Company's Stock Option Plan.

ADDITIONAL INFORMATION

Additional information relating to Hansco is available through the Company's profile on SEDAR at www.sedar.com. Shareholders may contact Hansco at (604) 721-2650 to request copies of Hansco's financial statements and MD&A.

Financial information is provided in Hansco's comparative financial statements and MD&A for its most recently completed financial year, which are filed on SEDAR at www.sedar.com.

OTHER MATTERS

Neither the Hansco board of directors nor management of Hansco is aware of any matters that will be brought 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 Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Proxy.

By order of the board of directors of

HANSCO CAPITAL CORP.

"Robert Quinn" Robert Quinn Chief Executive Officer

APPENDIX I

AUDIT COMMITTEE CHARTER

General

The primary function of the Audit Committee is to assist the Board of Directors of Hansco Capital Corp. (the "Board") in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the shareholders and others, the systems of internal controls and management information systems established by management and Hansco's external audit process and monitoring compliance with Hansco's legal and regulatory requirements with respect to its financial statements.

The Audit Committee is accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee is expected to maintain an open communication between Hansco's external auditors and the Board.

The responsibilities of a member of the Audit Committee are in addition to such member's duties as a member of the Board.

The Audit Committee does not plan or perform audits or warrant the accuracy or completeness of Hansco's financial statements or financial disclosure or compliance with generally accepted accounting procedures as these are the responsibility of management and the external auditors.

Relationship with External Auditors

The external auditor is required to report directly to the Audit Committee. Opportunities shall be afforded periodically to the external auditor and to members of senior management to meet separately with the Audit Committee.

Composition of Audit Committee

The Committee membership shall satisfy the laws governing Hansco and the independence, financial literacy and experience requirements under securities law, stock exchange and any other regulatory requirements as are applicable to Hansco.

Responsibilities

1. The Audit Committee shall be responsible for making the following recommendations to the Board:

(a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for Hansco; and

(b) the compensation of the external auditor.

1. The Audit Committee shall be directly responsible for overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting. This responsibility shall include:

(a) reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting;

(b) questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

(c) reviewing audited annual financial statements, in conjunction with the report of the external auditor;

(d) reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management; and

(e) reviewing the evaluation of internal controls by the external auditor, together with management's response.

1. The Audit Committee shall review interim unaudited financial statements before release to the public.

2. The Audit Committee shall review all public disclosures of audited or unaudited financial information before release, including any prospectus, annual report, annual information form, and management's discussion and analysis.

3. The Audit Committee shall review the appointments of the chief financial officer and any other key financial executives involved in the financial reporting process, as applicable.

4. Except as exempted by securities regulatory policies, the Audit Committee shall pre-approve all non-audit services to be provided to Hansco or its subsidiary entities by the external auditor.

5. The Audit Committee shall ensure that adequate procedures are in place for the review of Hansco's public disclosure of financial information extracted or derived from Hansco's financial statements and shall periodically assess the adequacy of those procedures.

6. The Audit Committee shall establish procedures for:

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

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

1. The Audit Committee shall periodically review and approve Hansco's hiring policies, if any, regarding partners, employees and former partners and employees of the present and former external auditor of Hansco.

2. Meetings of the Audit Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly.

Authority

The Audit Committee shall have the authority to:

1. to engage independent counsel and other advisors as it determines necessary to carry out its duties;

2. to set and pay the compensation for any advisors employed by the Audit Committee; and

3. to communicate directly with the external auditors.