Heliostar Metals Ltd. — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

INFORMATION CIRCULAR OF

HELIOSTAR METALS LTD.

FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

This information is given as of August 20, 2021

IN VIEW OF THE CURRENT AND RAPIDLY EVOLVING COVID-19 OUTBREAK, THE COMPANY REQUESTS THAT IF POSSIBLE ALL SHAREHOLDERS VOTE THEIR SHARES BY PROXY AND AVOID ATTENDING THE MEETING IN PERSON, HOWEVER, IF YOU CHOOSE TO ATTEND THE MEETING IN PERSON, SHAREHOLDERS ARE ASKED TO FOLLOW THE INSTRUCTIONS OF THE PUBLIC HEALTH AGENCY OF CANADA.

THE COMPANY RESPECTFULLY ASKS SHAREHOLDERS NOT TO ATTEND THE MEETING IN PERSON IF EXPERIENCING ANY OF THE DESCRIBED COVID-19 SYMPTOMS OF FEVER, COUGH OR DIFFICULTY BREATHING.

THE COMPANY MAY TAKE ADDITIONAL PRECAUTIONARY MEASURES IN RELATION TO THE MEETING IN RESPONSE TO FURTHER DEVELOPMENTS IN THE COVID-19 OUTBREAK.

I. SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of Heliostar Metals Ltd. (the "Company" ) for use at the Annual General and Special Meeting (the "Meeting" ) of the Shareholders of the Company, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

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

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

II PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed Instrument of Proxy is solicited by Management. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse Shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the Instrument of Proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the Directors of the Company have advised that they intend to oppose any action intended to be taken by Management as set forth in this Information Circular.

III. APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying Instrument of Proxy are Directors or Officers of the Company. Shareholders have the right to appoint a person to attend and act for them on their behalf at the Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, Shareholders should strike out the names of the persons named in the Instrument of Proxy and insert the name of their nominee in the blank space provided, or complete another Instrument of Proxy. The completed Instrument of Proxy should be deposited with the Company's Registrar and Transfer Agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th ] Floor, Toronto, Ontario, M5J 2Y1 at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays and holidays.

The instrument of proxy must be signed by the shareholder or by his duly authorized attorney. If signed by a duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a notarially certified copy thereof. If the shareholder is a corporation, the instrument of proxy must be signed by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power of attorney or document whereby the duly authorized officer or corporate representative derives his power, as the case may be, or a notarially certified copy thereof. The Chairman of the Meeting has discretionary authority to accept proxies which do not strictly conform to the foregoing requirements.

In addition to revocation in any other manner permitted by law, a Member may revoke a Proxy either by (a) signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Instrument of Proxy is required to be executed as set out in the notes to the Instrument of Proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the Scrutineer at the Meeting as a Member present in person, whereupon such Proxy shall be deemed to have been revoked.

IV. VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

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

In the absence of any direction in the instrument of proxy, it is intended that such shares will be voted in favour of the resolutions placed before the Meeting by management and for the election of the management nominees for directors and auditor, as stated under the headings in this Information Circular. The instrument of proxy enclosed, when properly completed and deposited, confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting. At the time of printing of this Information Circular, management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any such amendments, variations or other matters should properly come before the Meeting, the proxies hereby solicited will be voted thereon in accordance with the best judgement of the nominee.

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered shareholders” because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a registered shareholder in respect of Shares which are held on behalf of that person (the “Non-Registered Holder” ) but which are registered either: (a) in the name of an intermediary (an “Intermediary” ) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ( “CDS” )) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “Meeting Materials” ) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered

Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non- Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Computershare Investor Services Inc. as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary , and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

V. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On October 1, 2020, the Company completed the consolidation of its common shares on a 15 old for 1 new share basis, reducing its share capital to 31,646,986 post-consolidated shares.

On August 20, 2021, 32,036,352 common shares without par value were issued and outstanding, each share carrying the right to one vote. At a General Meeting of the Company, on a show of hands, every Member present in person shall have one vote and, on a poll, every Member shall have one vote for each share of which he is the holder

Only shareholders of record on the close of business on August 20, 2021 who either personally attend the Meeting or who complete and deliver an Instrument of Proxy in the manner and subject to the provisions set out under the heading "Appointment and Revocation of Proxies" will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

To the knowledge of the Directors and Senior Officers of the Company, no shareholders own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company.

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

Other than as disclosed elsewhere in this Information Circular, none of the Directors or Senior Officers of the Company, no proposed nominee for election as a Director of the Company, none of the persons who have been Directors or Senior Officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

VII. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, “informed person” means:

• (a) a director or executive officer of the Company;

• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

• (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and

• (d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than as set out in the following, no informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement of the Company's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

Compensation of key management personnel, excluding share-based payments on vesting of incentive stock options of $649,468 (2020 - $208,718) using the Black-Scholes Pricing Model, for the years ended March 31, 2021 and 2020 is summarized as follows:

			2021 $		2020 $		2019 $
Charles Funk	CEO(1)		145,833		Nil		Nil
John Gray	Former President(2)		138,750		185,000		7,708
Jacques Vaillancourt	Chairman of the Board(3)		65,000		65,000		65,000
Mark T. Brown	Former Chief Financial Officer(4)		57,632		71,000		61,500
Mahesh Liyanage	Chief Financial Officer(5)		34,000		Nil		Nil
Sam Anderson	Vice President, Exploration(6)		108,528		Nil		Nil
	Total		549,743		321,000		134,208

(1) Mr. Funk was appointed as a director and CEO effective August 27, 2020. Mr. Funk’s agreement with the Company is through Heliosphere Management Ltd., a company controlled by Mr. Funk

(2) Mr. Gray’s agreement with the Company is through Verde Metals Ltd., a company controlled by Mr. Gray. Mr. Gray was appointed as a director and President of the Company effective March 15, 2019[.] Effective August 28, 2020, Mr. Gray resigned from being a

director, but remain as President until November 30, 2020.

• (3) Mr. Vaillancourt’s agreement with the Company is currently through MEF Consulting Ltd.

• (4) Mr. Brown’s agreement with the company is through Pacific Opportunity Capital Ltd., a company controlled by Mr. Brown. Effective December 1, 2020, Mr. Brown resigned from being a director

• (5) Mr. Liyanage was appointed as the CFO effective December 1, 2020. Mr. Liyanage’s agreement with the Company is through Mahesh Liyanage Ltd., a company controlled by Mr. Liyanage

• (6) Mr. Anderson was appointed as the Vice President, Exploration effective October 8, 2020.

Key management personnel were not paid post-retirement benefits, termination benefits or other long-term benefits during the years ended March 31, 2021, 2020 and 2020.

At March 31, 2021, the Company owed:

• $10,833 (March 31, 2020 - $22,215) to Jacques Vaillancourt, the Executive Chairman of the Company;

• $Nil (March 31, 2020 -$30,833) to Verde Metals Ltd., a company controlled by John Gray, President of the company;

• $Nil (March 31, 2020 - $12,845) to Pacific Opportunity Capital Ltd., a company of which Mark T. Brown, the Company’s CFO, is the president.

IX. STATEMENT OF EXECUTIVE COMPENSATION

General Provisions

For the purpose of this Statement of Executive Compensation:

“ 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 (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

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

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor 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.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company, or any subsidiary of the Company, to each NEO and each 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 director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary of the Company for each of the two financial years ended March 31, 2021, other than stock options and other compensation securities.

	Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of all other Compensa tion ($)	Total Compen sation ($)
Jacques Vaillancourt, Director and Executive Chairman(1)	2021 2020	65,000 65,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	65,000 65,000
Charles Funk, CEO and Director(2)	2021 2020	145,833 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	145,833 Nil
George Ireland, Director(3)	2021 2020	12,000 19,500	Nil Nil	10,625 Nil	Nil Nil	Nil Nil	Nil 19,500
Ken Booth, Director(4)	2021 2020	12,000 19,500	Nil Nil	5,188 Nil	Nil Nil	Nil Nil	17,188 19,500
William Lamb, Director(5)	2021 2020	7,129 Nil	Nil Nil	3,938 Nil	Nil Nil	Nil Nil	11,067 Nil
Alan Wilson, Director(6)	2021 2020	7,129 Nil	Nil Nil	5,625 Nil	Nil Nil	Nil Nil	12,754 Nil
Mahesh Liyanage, CFO(7)	2021 2020	34,000 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	34,000 Nil
Sean Keenan, Former Director(8)	2021 2020	N/A 19,986	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A 19,986
John Gray, Former President and Director(9)	2021 2020	138,750 185,000	N/A Nil	N/A Nil	N/A Nil	N/A Nil	138,750 185,000
Patrick Chidley, Former Director(10)	2021 2020	4,871 7,084	N/A Nil	1,875 Nil	N/A Nil	N/A Nil	6,746 7,084
Mark T. Brown, Former CFO(11)	2021 2020	57,632 71,000	N/A Nil	N/A Nil	N/A Nil	N/A Nil	57,632 71,000

(1) Jacques Vaillancourt was appointed as the Executive Chairman and a director of the Company on August 21, 2013.

(2) Charles Funk was appointed as the CEO and a director of the Company on August 27, 2020.

(3) George Ireland was appointed a director of the Company on November 24, 2016.

(4) Ken Booth was appointed as a director of the Company on March 24, 2014.

(5) William Lamb was appointed as a director of the Company on August 27, 2020.

(6) Alan Wilson was appointed as a director of the Company on August 27, 2020.

(7) Mahesh Liyanage was appointed as the CFO of the Company on December 1, 2020.

(8) Sean Keenan was appointed as a director of the Company on November 19, 2014 and resigned on August 27, 2020.

(9) John Gray was appointed as the President and a director of the Company on March 15, 2019 and resigned as a director on August 27, 2020 and resigned as President on November 30, 2020.

(10) Patrick Chidley was appointed as a director of the Company on September 25, 2019 and resigned on August 27, 2020.

(11) Mark T. Brown was appointed as the CFO of the Company on March 31, 2017 and resigned on December 1, 2020.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the year ended March 31, 2021 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensatio n Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conve rsion or Exerci se Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End	Expiry Date
Jacques Vaillancourt, Director and Executive Chairman(2)	Stock Options	133,333 stock options / 133,333 shares /0.42%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025
Charles Funk, CEO and Director(3)	Stock Options	333,333 stock options / 333,333 shares /1.05%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025
George Ireland, Director(4)	Stock Options	66,667 stock options / 66,667 shares /0.21%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025
Ken Booth, Director(5)	Stock Options	66,667 stock options / 66,667 shares /0.12%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025
William Lamb, Director(6)	Stock Options	66,667 stock options / 66,667 shares /0.12%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025
Alan Wilson, Director(7)	Stock Options	66,667 stock options / 66,667 shares /0.12%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025
Mahesh Liyanage, CFO(8)	Stock Options	116,667 stock options / 116,667 shares /0.37%(1)	September 4, 2020	$1.725	$1.725	$1.15	September 4, 2025

Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensatio n Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conve rsion or Exerci se Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End	Expiry Date
Sean Keenan, Former Director(9)	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
John Gray, Former President and Former Director(10)	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Patrick Chidley, Former Director(11)	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Mark T. Brown, Former CFO(1)	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

(1) Calculated on a partially diluted basis, based on the 31,646,986 common shares of the Company (“ Shares ”) outstanding as of the date of grant.

(2) As at March 31, 2021, Mr. Vaillancourt held: (i) 50,000 stock options at an exercise price of $2.10, which stock options expire on April 11, 2022, (ii) 106,667 stock options at an exercise price of $0.75, which stock options expire on October 29, 2024, and (iii) 133,333 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(3) As at March 31, 2021, Mr. Funk held 333,333 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(4) As at March 31, 2021, Mr. Ireland held: (i) 33,333 stock options at an exercise price of $2.325, which stock options expire on December 20, 2021, (ii) 13,333 stock options at an exercise price of $2.10, which stock options expire on April 11, 2022, (iii) 33,333 stock options at an exercise price of $0.75, which stock options expire on October 29, 2024, and (iv) 66,667 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(5) As at March 31, 2021, Mr. Booth held: (i) 13,333 stock options at an exercise price of $2.10, which stock options expire on April 11, 2022, (ii) 33,333 stock options at an exercise price of $0.75, which stock options expire on October 29, 2024, and (iii) 66,667 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(6) As at March 31, 2021, Mr. Booth held 66,667 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(7) As at March 31, 2021, Mr. Wilson held 66,667 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(8) As at March 31, 2021, Mr. Liyenage held 116,667 stock options at an exercise price of $1.725, which stock options expire on September 4, 2025.

(9) Mr. Keenan resigned as a director of the Company on August 27, 2020

(10) Mr. Gray resigned as a director of the Company on August 27, 2020 and as President of the Company on November 30, 2020

(11) Mr. Chidley resigned as a director of the Company on August 27, 2020

(12) Mr. Brown resigned as the CFO of the Company on December 1, 2020

Exercise of Compensation Securities by Directors and NEOs

The following table sets forth the exercise of compensation securities during the year ended March 31, 2021:

		Exercise of Compensation Securities	Exercise of Compensation Securities	Exercise of Compensation Securities
Name and Position	Number of Common Shares Underlying Exercised Options	Option Exercise Price ($)	Date of Exercise	Closing Price of Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Date of Exercise ($)
Jacques Vaillancourt, Executive Chairman/ Director	83,333	$0.75	March 2/21	$1.05	$0.30	$87,499.65

Stock Plans and other Incentive Plans

All of the following information has been adjusted to reflect the 15 for 1 share consolidation of the Company’s common shares on October 1, 2020.

The Company’s current stock option plan (the “Plan”) is a “rolling” stock option plan, whereby the aggregate number of Shares reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase shares of the Company. As at the date hereof, there are 2,463,334 options outstanding under the Plan. The Plan was last approved by the shareholders of the Company on September 29, 2020.

A copy of the Plan is available for review on the Company’s profile at www.sedar.com and at the office of the Company at Suite 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2 or at the registered offices of the Company, at 800 – 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1 during normal business hours up to and including the date of the Meeting. See “Particulars of Matters To Be Acted Upon – Re-Approval of Stock Option Plan ”.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Company or any of its subsidiaries has not entered into any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

Oversight and Description of Director and NEO Compensation

The objectives of the Company’s compensation strategy are:

• to attract, retain and motivate executives with the requisite skills, experience and commitment necessary to achieve the Company’s goals and objectives for the exploration and subsequent development of the Company’s Projects;

• to strengthen the Company’s senior management team to oversee the affairs of the Company by providing fair, competitive and cost-effective compensation to the Company’s executives;

• to align the interests of management with those of the shareholders; and

• to provide rewards for outstanding corporate and individual performance.

The Company has established a Compensation Committee which has been given the authority to assess the performance of the Company’s senior executives and determine their compensation. The Compensation Committee also reviews, reports and provides recommendations to the Board of Directors.

The Compensation Committee consists of four directors, namely Jacques Vaillancourt, George Ireland, William Lamb and Alan Wilson. George Ireland, William Lamb and Alan Wilson are independent directors. The Board believes that the Shareholders of the Compensation Committee collectively have the knowledge, experience and background required to fulfill their mandate. A summary of their relevant skills and experience is as follows:

Mr. Vaillancourt has over 35 years’ experience in finance. Mr. Vaillancourt was Managing Director and Global Head of Metals & Mining at HSBC Bank PLC. He was Managing Director and Head of the European Equity products business at BMO Capital Markets and was part of a team that made BMO one of the leading mining investments banks in the world. He is currently President & CEO of Mount Everest Finance, which invests in natural resource companies; President & CEO of Mineral & Financial Investments Limited, which finances, advises and invests in natural resource sector; Director of TH Crestgate GmbH, a private Swiss investment Company and Redcorp Empreedimentos Mineiros Lda, a private Portuguese exploration and development company. Mr. Vaillancourt completed undergraduate and post graduate studies at McGill University, additionally he is a Chartered Financial Analyst.

Mr. Ireland has over thirty-five years of experience in the mining and metals industry in positions ranging from field geologist to banking and venture capital. Mr. Ireland founded Geologic Resource Partners in 2004 and serves as Chief Investment Officer and CEO. From 2000 to 2004, he was General Partner of Ring Partners, LP, a predecessor investment partnership to GRP. From 1993 to 2000, Mr. Ireland was an analyst for and a partner in Knott Partners LP where he specialized in resource investing. Prior to 1993, Mr. Ireland held a variety of positions at Cleveland-Cliffs Inc, The Chase Manhattan Bank, ASARCO Inc. and VenturesTrident LP. Mr. Ireland graduated from the University of Michigan with a BS from the School of Natural Resources and is a Fellow in the Society of Economic Geologists. Mr. Ireland also serves as Chairman of the Board of Lithium Americas Corp. and is a member of the boards of Amerigo Resources Ltd and Merrill & Ring Inc, a private timber company in the US.

Mr. Lamb has over 25 years of experience in mining operations and project development across multiple commodities. Most recently, Mr. Lamb served as CEO of Lucara Diamond Corp from 2011 to 2018. During that time he played an integral role in the acquisition and financing of Lucara’s flagship Karowe mine taking it from feasibility through to a steady state, world class, operating diamond mine.

Mr. Alan Wilson is an economic geologist with over 28 years industry experience, having worked extensively on base and precious metal exploration projects across the world. Experienced in both technical and commercial aspects of mineral exploration, Mr. Wilson is presently Director and Chief Geologist of his own consulting company and previously worked in increasingly senior exploration roles for Rio Tinto, Billiton, Newcrest Mining, Anglo American and Antofagasta. Mr. Wilson holds Chartered Geologist status through the Geological Society of London.

The Board is satisfied that the composition of the Compensation Committee ensures an objective process for determining compensation. All Shareholders of the Compensation Committee have had significant experience in

the mining sector, including the junior exploration sector and on other Boards of Directors.

What the Compensation Strategy is Designed to Reward

The Compensation Committee endeavors to ensure that the Company’s compensation strategy effectively compensates, motivates and rewards senior management of the Company on the basis of individual and corporate performance, both short term and long term, while keeping in mind the duty that the Company owes to its shareholders.

Each Element of Compensation

Compensation includes base salary, grants of stock options and bonuses based on available funds. The amount of bonus paid, if any, is based on individual performance and achievement of corporate responsibilities, accountabilities and overall contribution to the Company.

How the Company Determines the Amount for Each Element

When determining compensation policies and individual compensation levels for the Named Executive Officers, the Compensation Committee takes into consideration a variety of factors. These factors include the overall financial and operating performance of the Company and the Compensation Committee’s overall assessment of each executive’s individual performance and his contribution towards meeting corporate objectives, levels of responsibility and length of service.

Salary: The salary for each Named Executive Officer is primarily determined having regard to his position, responsibilities, the assessment of such individual’s performance and overall corporate performance as presented by management to the Board.

Bonuses: The Compensation Committee will consider whether it is appropriate and in the best interests of the Company to award a discretionary cash bonus to the Named Executive Officers and if so, in what amount. A cash bonus may be awarded to reward extraordinary performance that has led to increased value for shareholders through property acquisitions or divestitures, the formation of new strategic or joint venture relationships, capital raising efforts or achieving satisfaction of predetermined and agreed upon performance criteria. Demonstrations of extraordinary personal commitment to the Company’s interests, the community and the industry may also be rewarded through a cash bonus.

Stock Options: The Compensation Committee may from time to time recommend the grant of stock options to the Company’s executive officers under the Stock Option Plan. All grants of options are reviewed and approved by the Board. Grants of stock options are intended to enforce and encourage the executive officer’s commitment to the Company’s growth and the enhancement of share value and to reward executive officers for the Company’s performance. The grant of stock options, as a key component of the executive compensation package, enables the Company to attract and retain qualified executives. The Compensation Committee reviews option balances and recommends grants to newly hired executive officers at the time of their employment, and considers further grants to executive officers from time to time thereafter to such executive officers. The amount and terms of outstanding options held by an executive are taken into account when determining whether and how new option grants should be made to the executive. The number of Common shares which may be subject to option in favour of any one individual is limited under the terms of the Stock Option Plan.

The Compensation Committee has not formally considered the risks associated with the Company’s compensation policies and practices. The Company’s compensation practices give greater weight toward long-term incentives to mitigate the risk of encouraging short term goals at the expense of long term sustainability.

The Company does not have a formal policy prohibiting a NEO or director from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation and held, directly or indirectly, by the NEO or director. However, there is an understanding that the Company’s NEOs and directors will not purchase such financial instruments, and no NEO or director has purchased any such financial instruments as at the date of this Circular.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

X. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans (consisting of the Company’s stock option plan) under which equity securities of the Company are authorized for issuance at March 31, 2021:

Equity Compensation Plan Information

quity Compensation Plan	Information
Plan Category	Number of securities tobe issued upon exerciseof outstandingoptions, warrants andrights	Weighted-averageexercise priceofoutstanding options,warrants and rights	Number ofsecuritiesremaining availableforfuture issuance underequity compensation plans
Equity compensation plans approved by securityholders	2,366,667	$1.46	813,864
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	2,366,667		813,864

XI. INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the Directors or Senior Officers of the Company or any associates or affiliates of the Company are or have been indebted to the Company at any time since the beginning of the last completed financial year of the Company.

XII. MANAGEMENT CONTRACTS

During the Company's most recently completed financial year ended March 31, 2021 , there were no management functions of the Company, which were to any substantial degree performed by a person other than a Director or senior Officer of the Company.

XIII. CORPORATE GOVERNANCE

Pursuant to National Policy 58-101 – Disclosure of Corporate Governance Practices ( “NP 58-101” ) the Company is required to and hereby discloses its corporate governance practices as follows:

1. Board of Directors

The Board of Directors of the Company facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board, both with and without members of the Company’s management (including members of management that are also directors) in attendance.

George Ireland, Ken Booth, William Lamb and Alan Wilson are “independent” directors in that they are independent and free from any interest, and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act in the best interest of the Company, other than interests and relationships arising from shareholdings.

Jacques Vaillancourt, the Company’s Executive Chairman and Charles Funk, the Company’s CEO, are members of management and are therefore not independent.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or

supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.

2. Directorships

Certain of the directors are presently a director in one or more other reporting issuers, as follows:

Name of Director	OtherIssuers
Charles Funk	Vizsla Silver Corp.
Ken Booth	Angkor Resources Corp. Gitennes Exploration Inc. San Lorenzo Gold Corp. Lithium Chile Inc. (Formerly Kairos Capital Corporation)
William Lamb	Bluestone Resources Inc. Riley Gold Corp.
Jacques Vaillancourt	Mineral and Financial Investments Ltd. TH Crestgate GmbH Redcorp Empreendimentos Mineiros Lda.
George R. Ireland	Amerigo Resources Ltd. Lithium Americas Corp. Africo Resources Ltd.
Alan Wilson	Copperbank Resources Corp.

3. Orientation and Continuing Education

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. The Company provides continuing education for its directors as such need arises and encourages open discussion at all meetings which format encourages learning by the directors.

4. 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 directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

5. Nomination of Directors

The Board 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 Board, including both formal and informal discussions among Board and the President of the Company. The Board monitors but does not formally assess the performance of individual Board or committee on their contributions.

6. Compensation

The Company’s Compensation Committee assesses performance and determines the remuneration of senior officers. The Compensation Committee also administers the Company’s stock option plan. The Compensation Committee may recommend to the Board the granting of stock options to directors of the Company as well as determine directors’ fees, if any, from time to time. Directors may also be compensated in cash and/or equity for their expert advice and contribution towards the success of the Company.

7. Other Board Committees

The Company has a Compensation Committee consisting of one executive director, Jacques Vaillancourt, and three independent directors, George R. Ireland, William Lamb and Alan Wilson. Jacques Vaillancourt is a member of management and is therefore not independent.

The Company has a Corporate Governance Committee consisting of one executive director, Jacques Vaillancourt, and three independent directors, George R. Ireland, William Lamb and Alan Wilson. Jacques Vaillancourt is a member of management and is therefore not independent.

The Company has an Audit Committee consisting of three independent directors, George R. Ireland, William Lamb and Ken Booth.

The Company has a Technical Committee consisting of one executive director, Charles Funk, and two independent directors, Ken Booth and Alan Wilson. Charles Funk is a member of management and is therefore not independent.

The Company also has an Environmental, Health and Safety Committee consisting of one executive director, Charles Funk, and two independent directors, Ken Booth and Alan Wilson. Charles Funk is a member of management and is therefore not independent.

8. Assessments

The Board will annually review its own performance and effectiveness as well as review annually the Audit Committee Charter and recommend revisions to the Board as necessary. 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 Company feels its 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.

XIV. AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 of the Canadian Securities Administrators ( “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.

The Company’s audit committee is governed by an audit committee charter, the text of which is attached as Schedule ‘A’ to this Information Circular.

The Company’s audit committee is comprised of three directors, George R. Ireland, Ken Booth and William Lamb . As defined in NI 52-110, George R. Ireland, Ken Booth and William Lamb are “independent”. Also as defined in NI 52-110, all of the audit committee members are “financially literate”.

Mr. Ireland has over thirty-five years of experience in the mining and metals industry in positions ranging from field geologist to banking and venture capital. Mr. Ireland founded Geologic Resource Partners in 2004 and serves as Chief Investment Officer and CEO. From 2000 to 2004, he was General Partner of Ring Partners, LP, a predecessor

investment partnership to GRP. From 1993 to 2000, Mr. Ireland was an analyst for and a partner in Knott Partners LP where he specialized in resource investing. Prior to 1993, Mr. Ireland held a variety of positions at Cleveland-Cliffs Inc, The Chase Manhattan Bank, ASARCO Inc. and VenturesTrident LP. Mr. Ireland graduated from the University of Michigan with a BS from the School of Natural Resources and is a Fellow in the Society of Economic Geologists. Mr. Ireland also serves as Chairman of the Board of Lithium Americas Corp. and is a member of the boards of Amerigo Resources Ltd and Merrill & Ring Inc, a private timber company in the US.

Mr. Booth – Mr. Booth’s “financial literacy” has been gained through education, an MBA and through work experience in investment banking and public company senior management. Mr. Booth has more than 37 years of experience in exploration, mining and corporate finance and public company administration. In mining corporate finance, he has worked for two of Canada’s largest investment banks executing numerous equity financings for both junior and senior companies and was involved in a variety of significant mergers and acquisitions. For the last 21 years he has served as an officer and director of several public mining exploration companies including serving as an audit committee member .

Mr. Lamb – Mr. Lamb’s “financial literacy” has been gained through work experience in investment banking and private equity fund senior management. Mr. Lamb has over 25 years of experience in mining operations and project development across multiple commodities. Most recently, Mr. Lamb served as CEO of Lucara Diamond Corp from 2011 to 2018. During that time he played an integral role in the acquisition and financing of Lucara’s flagship Karowe mine taking it from feasibility through to a steady state, world class, operating diamond mine.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non -audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

External Auditor Service Fees (By Category)

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

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

FinancialYear Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
March 31,2021	$40,000	$488	$0	$40,488
March 31,2020	$28,000	$0	$0	$0

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

XV. PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

The persons named in the enclosed Instrument of Proxy intend to vote in favor of setting the number of Directors at six (6) .

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of the Shareholders unless that person ceases to be a Director before then. In the absence of instructions to the contrary, the shares represented by Proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director. As the Company has an advance notice policy in place, the names of further nominees for Directors will not be accepted at the Meeting.

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

Name, Province, Country of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years	Periods during which Nominee has Served as a Director	Number of Voting Securities of the Company Beneficially Owned or Controlled or Directed, Directly or Indirectly (1)
Jacques Vaillancourt,UK Executive Chairman and Director	Jacques Vaillancourt has 39 years experience in global financial markets, during which time he was involved in over $35 billion of financings for the resource sector. Mr Vaillancourt is currently He is the chairman of Mineral and Financial Investments, a London Stock Exchange listed Investment Company as well as President of Mount Everest Finance Limited, which invests in natural resource companies. Previously, he was at HSBC as Managing Director and Global Head of Metals & Mining. From 1992 to 2009 he was at BMO Capital Markets as Managing Director and Head of European Equity Products. Additionally, he has been a sell-side analyst at RBC Capital Markets and is a graduate of McGill University.		3,106,6332

George R. Ireland Boston, Massachusetts USA Director	George Ireland has over thirty-five years of experience in the mining and metals industry in positions ranging from field geologist to banking and venture capital. George founded Geologic Resource Partners in 2004 and serves as Chief Investment Officer and CEO. From 2000 to 2004, he was General Partner of Ring Partners, LP, a predecessor investment partnership to GRP. From 1993 to 2000, George was an analyst for and a partner in Knott Partners LP where he specialized in resource investing. Prior to 1993, George held a variety of positions at Cleveland-Cliffs Inc, The Chase Manhattan Bank, ASARCO Inc. and VenturesTrident LP. George graduated from the University of Michigan with a BS from the School of Natural Resources and is a Fellow in the Society of Economic Geologists. George also serves on the boards of Africo Resources Ltd, Amerigo Resources Ltd, and Merrill & Ring Inc, a private timber company in the US.		2,021,9533
Charles Funk Victoria, BC Canada CEO and Director	Mr. Funk has over 15 years of industry experience for major and junior mining and companies including Newcrest Mining and Evrim Resources. Charles is a geologist specializing in business development for gold, silver and copper projects from early stage to production. Charles has led or supported multiple deposit discoveries in Mexico and Australia and contributed to over $60 million dollars in capital raisings.		1,509,666
Ken Booth Halifax, NS Canada Director	Mr. Booth is a geologist with an M.B.A and has 37 years of experience in exploration, mining corporate finance and public mineral company administration. He has been the President of Highwood Advisory Services Inc., a financial consulting firm, since February 1999. Over the years Mr. Booth has been a director of numerous public mineral exploration companies and has chaired both audit and compensation committees. Previously Mr. Booth was a Vice-President, Investment Banking with RBC Dominion Securities Inc. in Toronto and Vancouver, specializing in corporate finance for the mining industry and a member of the Mining Group of Nesbitt Burns Inc. While working for resource companies, he has held several positions including CEO and Vice-President of Corporate Development. In these roles he was instrumental in raising equity funding and negotiating property acquisitions and joint ventures. In addition to being a board member of the Company, Mr. Booth is also a Director of Angkor Gold Corp.; Lithium Chile Inc., San Lorenzo Gold Corp. and Gitennes Exploration Inc. which are listed on the TSX Venture Exchange.		26,333

William Lamb West Vancouver, BC Director	Mr. Lamb has over 25 years of experience in mining operations and project development. William’s experience spans multiple commodities including precious and industrial metals, bulks materials and diamonds. Most recently, William served as CEO of Lucara Diamond Corp from 2011 to 2018. During that time, William played an integral role in the acquisition and financing of Lucara’s flagship Karowe mine taking it from feasibility through to a steady state, world class, operating diamond mine. This being the seventh mine where he has been involved from late stage exploration, study and engineering work, financing, operational readiness, through to operations. Mr. Lamb holds a NHD in Extraction Metallurgy from the University of Johannesburg and an M.B.A from Heriot-Watt University. Mr. Lamb was selected as EY’s Entrepreneur of the YearTM for 2017 in the Pacific mining and metals category and was the recipient of the 2016 Hugo Dummett Award, alongside Lukas Lundin, for excellence in diamond exploration and development.		536,666
Alan Wilson Anguilla, British West Indies. Director	Dr. Wilson is a PhD qualified economic geologist with over 28 years industry experience. Alan is presently Director and Chief Geologist for his own consulting company and has previously worked in increasingly senior exploration roles for Rio Tinto, Billiton, Newcrest Mining, Anglo American. Most recently, Alan was the International Exploration Manager for Antofagasta plc with overall responsibility for Antofagasta’s global exploration activities outside of Chile. Alan has worked extensively on early- to advanced-stage base and precious metal exploration projects across the world and is experienced in both technical and commercial aspects of mineral exploration. Alan is a Fellow of the Society of Economic Geologists, a Fellow of the Geological Society and holds Chartered Geologist status through the Geological Society of London.		33,333

(1) Information as to principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2) These are common shares held indirectly in the name of Mt. Everest Finance S.A., a company owned 100% by Mr. Vaillancourt.

(3) 133,066 shares held directly through George Ireland and 1,888,887 shares held by investment funds managed by Geologic

Resource Partners LLC, a firm that is 100% owned by George Ireland.

Jacques Vaillancourt was appointed to the Board of Directors on August 21, 2013. George R. Ireland was appointed to the Board of Directors on November 24, 2016. Ken Booth was appointed to the Board of directors on March 24, 2014. Charles Funk was appointed to the Board of Directors on August 27, 2020. William Lamb was appointed to the Board of Directors on August 27, 2020. Alan Wilson was appointed to the Board of Directors on August 27, 2020.

Pursuant to the provisions of the Business Corporations Act (British Columbia), the Company is required to have an

Audit Committee which, at the present time, is comprised of Ken Booth, George R. Ireland and William Lamb .

No proposed director of the Company is, or within the 10 years before the date of this Information Circular has been, a director or executive officer of any company that, while that person was acting in that capacity:

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

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

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director of the Company has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

B. APPOINTMENT OF AUDITOR

It is proposed that Davidson & Company, Chartered Professional Accountants (“ Davidson & Company ”) of 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC be appointed as auditor of the Company for the financial year ending March 31, 2022.

The Board terminated the engagement of MNP LLP, Chartered Professional Accountants (“ MNP ”), the previous auditor of the Company, effective April 12, 2021. Pursuant to Section 204(4) of the Business Corporations Act (British Columbia), the Board is entitled to fill any causal vacancy in the office of auditor. Effective April 12, 2021, the Board appointed Davidson & Company to the position of auditor for the Company until the Meeting. Attached as Schedule “B” to this Information Circular is a reporting package consisting of: (a) a Notice of Change of Auditor and (b) letters addressed to certain securities regulators from Davidson & Company and MNP with respect to the change of auditor.

At the Meeting, shareholders will be asked to vote for the appointment of Davidson & Company, to serve as auditor of the Company for the Company’s fiscal year ending March 31, 2022 at a remuneration to be fixed by the Board.

Management recommends shareholders vote for the appointment of Davidson & Company as the Company’s auditor for the Company’s fiscal year ending March 31, 2022 and the authorization of the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending March 31, 2022.

C. APPROVAL AND RATIFICATION OF STOCK OPTION PLAN

Pursuant to the Company’s Stock Option Plan, the number of Shares which may be issued pursuant to options previously granted and those authorized to be granted under the Stock Option Plan is a maximum of 10% of the issued and outstanding Shares of the Company at the time of the grant. In addition, the number of Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities, or, is a consultant. Based on the issued and outstanding common Shares of the Company as at August 20, 2021, options exercisable to acquire an aggregate of 3,729,226 Shares of the Company are currently authorized to be granted under the Stock Option Plan, of which options exercisable to acquire an aggregate of 2,463,334 Shares of the Company have been granted.

Under TSX Venture Exchange policy, all such rolling stock option plans which set the number of Shares issuable under the plan at a maximum of 10% of the issued and outstanding Shares must be approved and ratified by Shareholders on an annual basis. Therefore, at the Meeting, Shareholders will be asked to adopt an ordinary resolution in substantially the following form:

"RESOLVED that the Company approve and ratify, subject to regulatory approval, the stock option plan of the Company pursuant to which the directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company to a maximum of 10% of the issued and outstanding common Shares at the time of the grant, with a maximum of 5% of the Company’s issued and outstanding Shares being reserved to any one person on a yearly basis."

The purpose of the Stock Option Plan is to allow the Company to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the Shareholders. Options will be exercisable over periods of up to ten years as determined by the Board of Directors of the Company and are required to have an exercise price no less than the closing market price of the Shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the TSX Venture Exchange. Pursuant to the Stock Option Plan, the Board of Directors may from time to time authorize the issue of options to directors, officers employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Stock Option Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion. The Stock Option Plan provides that if a change of control, as defined therein, occurs, all Shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

The full text of the Stock Option Plan is available for viewing by request to the Company at Suite 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2 and will be available for viewing at the Meeting.

The directors of the Company believe the passing of the foregoing ordinary resolution is in the best interests of the Company and recommend that Shareholders of the Company vote in favour of the resolution.

The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the foregoing resolution unless the holder of Shares who has given such proxy has directed that the votes be otherwise cast.

XVI. OTHER MATTERS

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

XVII. ADDITIONAL INFORMATION

Additional Information concerning the Company is available on SEDAR at www.sedar.com. Financial Information concerning the Company is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for the financial year ended March 31, 2021 .

Shareholders wishing to obtain a copy of the Company’s financial statements and Management’s Discussion and Analysis may contact the Company as follows:

Heliostar Metals Ltd.

1500 – 409 Granville Street

Vancouver, BC V6C 1T2

Telephone: (604) 484-7855 Fax: (604) 484-7155 E-mail: mahesh.liyanage@heliostarmetals.com

BOARD APPROVAL

The content and sending of this Information Circular has been approved by the Company's Board of Directors. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

IT IS AN OFFENCE UNDER THE SECURITIES ACT AND THE ALBERTA SECURITIES COMMISSION RULES FOR A PERSON OR COMPANY TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THE RULES THAT AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

DATED at Vancouver, British Columbia, this 20[th] day of August, 2021.

BY ORDER OF THE BOARD

"Jacques Vaillancourt" Chairman

“SCHEDULE A ”

HELIOSTAR METALS LTD.

(the “Company”)

AUDIT COMMITTEE CHARTER

PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

• the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

• • the Company’s compliance with legal and regulatory requirements related to financial reporting; and • the independence and performance of the Company’s independent auditor.

The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The Members of the Committee shall elect a Chairman from among their number. A majority of the Members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the Members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with International Financial Reporting Standards (“IFRS”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with IFRS.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

AUTHORITY AND RESPONSIBILITIES

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

1. Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

2. Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

3. Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

4. Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

5. Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

6. Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

7. Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

8. Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

9. Pre-approve all non-audit services to be provided to the Company by the independent auditor.

10. Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

11. Establish and review the Company’s procedures for the:

12. receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

13. confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

14. Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.

15. Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of the Company.

“SCHEDULE B ”

HELIOSTAR METALS LTD. (the “Company”)

NOTICE OF CHANGE OF AUDITOR PACKAGE

[see attached]

NOTICE

NATIONAL INSTRUMENT 51-102

TO: B.C. Securities Commission

Alberta Securities Commission

TSX Venture Exchange

The auditors of the Company (“Heliostar Metals Ltd.) have been the firm of MNP LLP, of Vancouver, British Columbia.

At the request of the Company, MNP LLP, resigned as Auditors of the Company effective April 12, 2021 and Davidson & Co. LLP, of Vancouver, British Columbia, have been appointed by the Directors of the Company as the new Auditors of the Company commencing April 12, 2021.

The resignation of MNP LLP and the proposal to appoint Davidson & Co. LLP, as the new Auditors for the Company were approved by the Company’s Audit Committee and the Board of Directors.

There have been no reservations in any of the Auditor’s Reports of the Company’s financial statements for the years ended March 31, 2020 and March 31, 2019, or for any period subsequent to the last completed fiscal year for which an audit report was issued and there have been no reportable events.

DATED at Vancouver, British Columbia, this 12[th] day of April, 2021

BY ORDER OF THE BOARD OF DIRECTORS

‘Mahesh Liyanage’

Mahesh Liyanage Chief Financial Officer

April 19, 2021

British Columbia Securities Commission PO Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC

Alberta Securities Commission 600, 250 – 5[th] Street SW Calgary, AB

T2P 0R4

V7Y 1L2

TSX Venture Exchange P.O. Box 11633 Suite 2700 – 650 West Georgia

Street Vancouver, BC

V6B 4N9

Dear Sirs / Mesdames:

Re: Heliostar Metals Ltd. (the "Company") Notice Pursuant to NI 51-102 - Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated April 12, 2021, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.

Yours very truly,

DAVIDSON & COMPANY LLP

Chartered Professional Accountants

April 12, 2021

To: B.C. Securities

Commission Alberta

Securities

Commission TSX

Venture Exchange

Heliostar Metals Ltd. (the “Company”)

Notice Pursuant to National Instrument 51-102 – Change of Auditor (“Notice”)

As required by National Instrument 51-102, we have reviewed the information contained in the notice dated April 12, 2021 given by the Company to ourselves and Davidson & Co. LLP.

Based on our knowledge of such information at this date, we agree with the statements set out in the Notice.

Yours very truly,

MNP, LLP

Chartered Professional Accounts