HPQ SILICON INC. — Proxy Solicitation & Information Statement 2020

Jun 11, 2020

HPQ-SILICON RESOURCES INC.

MANAGEMENT PROXY CIRCULAR DATED MAY 25, 2020 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HPQ-SILICON RESOURCES INC. TO BE HELD ON JUNE 30, 2020

Unless otherwise stated, this information Circular contained Information as at May 5, 2020

IMPORTANT INFORMATION ABOUT THE MEETING

The meeting will be held as a completely virtual meeting by way of a direct live webcast on Tuesday, June 30, 2020 at 10:00 a.m. (Montreal time), investors wanted to have access to the meeting must register before at https://web.hpqsilicon.com. Shareholders will not be entitled to attend the meeting in person.

SOLICITATION OF PROXIES

This Management Proxy Circular (¨Information Circular¨) is furnished in connection with the solicitation of proxies by the management of HPQ-Silicon Resources Inc. (the “Corporation”) for use at the Annual General Meeting of Shareholders of the Corporation (the "Meeting") to be held at the date, time and place and for the purposes set forth in the accompanying Notice of Meeting and any adjournment or adjournments thereof .

As part of its precautionary measures in response to the COVID-19 outbreak, the Corporation STRONGLY RECOMMENDS that Registered Shareholders exercise their right to vote by proxy PRIOR TO THE MEETING either by mail, online or by telephone, following the instructions outlined in the enclosed Management Information Circular since Registered Shareholders can only join the Meeting VIA WEBINAR and will only be able to watch and listen to the formal portion of the Meeting but will not be able to vote. Management will answer questions following the formal portion of the Meeting.

Shareholders may exercise their rights by executing a form of proxy, since no one will be able to attend the Meeting in person. Registered Shareholders may choose one of the following options to submit their proxy:

(a) completing, dating and signing the proxy and returning it to the Corporation’s transfer agent, Computershare Trust Corporation of Canada (“Computershare”), by fax within North America at 1-866249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;

(b) using a touch-tone phone to transmit voting choices to a toll-free number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the tollfree number, the holder’s account number and the control number; or

(c) using the internet through the website of the Corporation’s transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the control number.

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

PERSONS MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by management . None of the directors of the Corporation have informed management in writing that he intends to oppose any action intended to be taken by management at the meeting. Solicitations will be primarily made by mail but may be supplemented by telephone or other personal contact by directors of the Corporation, such directors receiving no

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compensation therefor. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

The common shares of the Corporation (“Common Shares”) represented by an appropriate form of proxy will be voted on any ballot that may be conducted at the Meeting or at any adjournment thereof in accordance with the instructions thereon.

In the absence of instructions, such Common Shares will be voted IN FAVOUR of each of the matters referred to in the Notice of Meeting.

The accompanying form of proxy when properly completed confers discretionary authority with respect to any amendments or variations to the matters identified in the Notice of Meeting, and to other matters which may properly come before the Meeting. As at the date of this Circular, management knows of no such amendments, variations or other matters that may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the meeting or any further or other business is properly brought before the meeting, the persons named in the enclosed form of proxy will vote in accordance with their best judgment on such matters or business.

ATTENDING THE MEETING AND VOTING IN PERSON

As the meeting will be completely held by way of direct virtual meeting by the Corporation, shareholders will not be able to attend the meeting in person. In order to have access to the meeting, shareholders must register before at https://web.hpqsilicon.com.

Only registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to attend, participate or vote at the Meeting.

If your Common Shares are held in the name of a nominee, please read section-NON-REGISTERED SHAREHOLDERS

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy are directors or officers of the Corporation. The shareholder has the right to appoint a person to represent him or her at the meeting, other than the persons named in the enclosed form of proxy. To exercise this right, the shareholder shall insert the name of his nominee in the blank space provided in the enclosed form of proxy or complete another appropriate form of proxy. To be effective, proxies must be deposited at the office of the Corporation’s registrar and transfer agent, Computershare Investor Services Inc. (Computershare), Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada, not later than 5:00 PM (Eastern Standard Time), on Tuesday, June 26, 2020. A person acting as proxy need not be a shareholder of the Corporation.

If a registered shareholder or a non-registered shareholder wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form to represent, to attend, vote and participate at the Meeting, such shareholder must insert such person's name in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not entitling to participate in the Meeting.

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REVOCABILITY OF PROXIES

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so either by delivering another properly executed proxy to Computershare Investor Services Inc., not later than two business days preceding the day of the Meeting or by depositing with the Secretary or Chairman of the Meeting at the time and place of the Meeting, or any adjournments thereof, an instrument in writing revoking the proxy, executed by the shareholder or by his attorney authorized in writing. If the shareholder is a corporation, this instrument must be executed by a duly authorized officer accompanied by a corporate resolution authorizing the signature. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the meeting. Most Shareholders of the Corporation are non-registered Shareholders because the Common Shares they own are not registered in their name but are instead registered in the name of brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a non-registered Shareholder are registered either: (i) in the name of the intermediary that the non-registered Shareholder deals with respect of the Common Shares; (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the intermediary is a participant.

Regulation requires brokers and other intermediaries to seek voting instructions from beneficial Shareholders. The Corporation does not intend to pay for intermediaries to deliver the Meeting materials and the form 54-101F- Request for voting instructions (VIF) made by intermediaries to objecting beneficial owners (OBOs). Such owners will not receive Meeting materials unless their intermediary assumes the costs of delivery. Intermediaries provide return instructions to their clients which should be carefully followed by beneficially Shareholders in order to have their share voted at the meeting. As the Corporation has limited knowledge of non-registered Shareholders, if you attend the Meeting, the Corporation may not have information on the number of common shares you hold or if you are permitted to vote unless you are appointed proxyholder by your intermediary with respect of common it holds in your name. Therefore, if you wish to vote your Common Shares in person at the Meeting, insert your name in the space provided therefor in the voting instructions form and return the same to your intermediary. As you will be present at the Meeting and you will vote your common shares, do not furnish any other information. Please register with the transfer agent, Computershare, upon arrival at the Meeting.

Most intermediaries delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (Broadridge). Broadridge prepares a voting instruction form (VIF), mails the VIFs to beneficial Shareholders and asks beneficial Shareholders to return the forms with voting instructions to Broadridge or to communicate voting instructions to them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions with respect to the voting to be presented at the Meeting. A beneficial Shareholder cannot use the Broadridge VIF to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Beneficial Shareholders are composed of two categories. Shareholders who object to their identity being known to the issuer (Objecting beneficial owners or OBOs) and those who do not object to their identity being known (Non-objecting beneficial owners or NOBOs). As per the provisions of National Instrument 54101-Communication with beneficial Owners of Securities, issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agent and use that list for distribution of proxy-related materials directly to such NOBOs. Corporation’s OBOs should be contacted by Broadridge or their intermediary.

In accordance with the securities regulatory policy, NI 54-101, Communication with beneficial owners of securities of a reporting issuer, the Corporation will have distributed copies of the Meeting materials, being

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the Notice of Meeting, this Information Circular and the form of proxy directly to NOBOs and to the Nominees for onward distribution to OBOs.

A beneficial Shareholder may have access to the Meeting as proxyholder for a registered Shareholder and vote the Common Shares. Beneficial Shareholders who wish to attend and vote their Common Shares as proxyholders for the registered Shareholders should enter their own names in the blank space on the proxy provided to them and return the same to the intermediary in accordance with the instructions provided by such intermediary.

PARTICULARS OF MATTERS TO BE ACTED ON

To the knowledge of the Corporation’s directors, the matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting and as described herein.

The shareholders will be called upon to vote on the following matters:

1. receive the financial statements of the Corporation for the financial year ended July 31, 2019 and the report of the independent auditors thereon;

2. the election of directors to the board of directors of the Corporation for the ensuing year;

3. the appointment of the auditors of the Corporation for the ensuing year and the authorization given to the Board of Directors to establish their compensation;

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

No director or executive officer of the Corporation, none of the persons who have been directors or executive officers of the Corporation at any time since the beginning of the Corporation’s last financial year, no proposed nominee for election as a director of the Corporation 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.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of common shares without par value, of which 240,905,827 are issued and outstanding as of May 5, 2020. Each issued and outstanding common share of the Corporation confers upon its holder the right to one vote.

The Corporation has set May 26, 2020 as the record date for the meeting. Only the shareholders registered at such date shall have the right to receive the Notice of Meeting as well as all other material pertaining to it and usually vote at the meeting.

Other than as prescribed elsewhere in this Information Circular, any person who acquires shares after the record date is entitled to vote if said person can provide share certificates regularly endorsed or establish in another manner its ownership of the shares, if such person requests that its name be registered on the shareholders list at least two days prior to the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of May 1, 2020, the following shareholder beneficially owns, directly or indirectly, or controls or directs Common Shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation.

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AGENDA OF THE MEETING

1. Financial statements

The financial statements to be presented at the Meeting will be the financial statements for the year ended December 31, 2019. These financial statements are available on SEDAR (www.sedar.com).

2. Election of Directors

Presently, the Board of Directors of the Corporation consists of seven (7) directors. Shareholders will be asked to elect seven (7) directors at the meeting. Management does not contemplate that any nominee will be unable or unwilling to serve as director, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for another nominee in their discretion, unless otherwise instructed in the proxy. Each director elected shall hold office until the next annual general meeting or until a successor is duly elected or appointed, unless his office is earlier vacated in accordance with the By-Laws of the Corporation.

The persons designated in the enclosed form of proxy intend to vote FOR the election, as directors of the Corporation, of the nominees whose names are set forth in the following table.

Name, Province/State/Country of Residence and Office Held Bernard J. Tourillon(2) Quebec, Canada CEO and Director Patrick Levasseur(2) Quebec, Canada Vice-President Richard Mimeau Québec, Canada Director Robert Robitaille(1) Québec, Canada Director Peter H. Smith Quebec, Canada Director Noëlle Drapeau(1) Québec,Canada Secretary and Director Daryl Hodges(1) (2) Ontario, Canada Director	Director Since (m/d/y) 07-13-06 06-18-09 05-01-13 06-19-08 02-20-15 06-18-09 08-03-16	Term of Office 06-19-19 06-19-19 06-19-19 06-19-19 06-19-19 06-19-19 06-19-19	Common Shares Beneficially Owned directly, or over which control or direction is exercised 6 247 250 5,700,875 264,750 2 854 318 1 878 416 1 807 500	Principal Occupation and, if not previously elected, principal occupation during the last five years President and CEO of the Corporation COO of the Corporation General Director of CETEQ Président and senior partner of Groupe Sprodev(1990) INC. Chairman of the Board and President of Fancamp Exploration Ltd LLL., MBA, PMP President of Ladykirk Capital Advisors

(1) Member of the Audit Committee (2) Member of the Technical Committee

Each nominee has supplied information concerning the number of common shares over which he exercises control or direction.

To the Corporation’s knowledge, except as indicated hereafter, none of the proposed directors is, as at the date of this Management Proxy Circular, or has been, a director, chief executive officer or chief financial officer of any corporation, including the Corporation, that (i) was subject to a cease trade or similar order or an order that prevented himself from using to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as

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director, chief executive officer or chief financial officer, (ii) was subject to a cease trade or similar order or an order that denied the Corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, (iii) was subject to a cease trade or similar order or an order that prevented himself from using to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, (iv) has been, within 10 years before the date of this Management Proxy Circular, a director or executive officer of any corporation, including the Corporation, that while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. And to the knowledge of management of the Corporation, no proposed director of the Corporation, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in deciding whether to vote for the proposed director .

Afri-Can Marine Minerals Corp. (Afri-Can) failed to prepare and file annual financial statements required by Canadian securities laws in respect of the financial year ended August 31, 2014, by December 29, 2014 and, consequently, was in default of its disclosure filing requirements under Canadian securities laws. At the request of Autorité des marchés financiers, on January 5, 2015, the TSX Venture has issued a cease trade order until Afri-Can meets TSX Venture Exchange requirements. Bernard Tourillon served as director of Afri-Can from 2001 until January 5, 2015, at which time he resigned as director.

3. Appointment of auditors

The auditor of the Corporation is Raymond Chabot Grant Thornton, chartered accountants. The management proposes that Raymond Chabot Grant Thornton be appointed as auditor of the Corporation for the next financial year.

Persons named in the accompanying form of proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton as auditor of the Corporation and the authorization to Directors to fix its remuneration unless the shareholder’s instructions on the proxy form are to abstain to vote with respect to the appointment of auditors.

4. Other matters

As of the date hereof, the management of the Corporation knows of no other matters to come before the Meeting other than those referred to in the notice of meeting. Should any further or other business is properly brought before the meeting, the persons named in the enclosed form of proxy will vote in accordance with their best judgment on such matters or business.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of any informed person of the Corporation or any proposed director of the Corporation or of any associate or affiliate of any informed person or any proposed director has any material interest in any transactions since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

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NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

For the purposes of this information circular:

• “ Named Executive Officer ” or “ NEO ” means each of the following individuals:

• (a) a Chief Executive Officer ( CEO );

• (b) a Chief Financial Officer ( CFO );

• (c) each of the Corporation’s most highly compensated executive officers or the most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was individually more than $150,000; 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 Corporation, nor acting in a similar capacity, at the end of the financial year.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

During the financial year ending December 31, 2019, none of directors or Named Executive Officers exercised any stock options

The Corporation does not provide retirement benefits for directors or named executive officers.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and principal position	Year	Salary, consulting fee, retainer or	Bonus ($)	Committee or meeting fees ($)	Value of perquisite ($)	Value of all other compen-	Total compensa- tion ($)
Bernard J. Tourillon, President and CEO Patrick Levasseur, COO François Rivard, CFO Richard Mimeau Director Noëlle Drapeau Director Robert Robitaille Director Peter H. Smith Director Daryl Hodges Director	2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018	commission ($) 150,000(1) 150,000 138,465(2) 150,000 91,930(3) 100,000 NIL NIL NIL 14,200 NIL NIL NIL NIL NIL 22,800	NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL	NIL NIL NIL NIL NIL NIL 10,000 16,000 19,000 20,500 19,000 22,000 13,000 11,500 19,000 20,500	NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL	sation ($) NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL	150,000 150,000 138,465 150,000 91,930 100,000 10,000 16,000 19,000 34,500 19,000 22,000 13,000 11,500 19,000 43,300

(1) Bernard J. Tourillon is remunerated as a consultant through his company which invoices HPQ-Silicon Resources Inc. for services rendered. Of remuneration, an amount of $62,500 remains unpaid.

(2) Of remuneration, an amount of $5,769 remains unpaid to Patrick Levasseur.

(3) Of remuneration, an amount of $3,846 remains unpaid to François Rivard

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director, employee, former executive officer, former director, former employee, proposed nominee for election as director, and each associate of any such director, executive officer or

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proposed nominee has been indebted to the Corporation or its subsidiaries at any time during the most recently completed financial year of the Corporation and after until thirty days before the date of this Information Circular. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Corporation or its subsidiaries at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table discloses all compensation securities granted or issued to each director and named executive officer by the Corporation or its subsidiaries in the most recently complted financial year for services provided or to be provided, directly or indirectly to the Corporation or any of its subsidiaries. Stock options held at the end of the financial year are shown as footnotes to the table.

Name and position Bernard J. Tourillon, CEO Patrick Levasseur, COO François Rivard, CFO Richard Mimeau, Director Robert Robitaille, Director Noëlle Drapeau, Director Peter H. Smith, Director Daryl Hodges, Director	Type of compensation security Stock Options Stock Options Stock Options Stock Options Stock Options Stock Options Stock Options Stock Options	Number of compensation securities, number of underlying securities and percentage of class N/A N/A N/A N/A N/A N/A N/A N/A	Compensation Securities Date of issue or grant Issue conversion or exercise price ($) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A	Closing price of security or underlying security on date of grant ($) N/A N/A N/A N/A N/A N/A N/A N/A	Closing price of security or underlying security at the yearend ($) N/A N/A N/A N/A N/A N/A N/A N/A	Expiry date N/A N/A N/A N/A N/A N/A N/A N/A

(1) Bernard Tourillon held 700,000 stock options exercisable at exercise price of $0.07 until September 11, 2020, 750,000 stock options at exercise price of $0.30 until October 4, 2021 and 600,000 stock options at exercise price of $0.12 until December 29, 2022.

(2) Patrick Levasseur held 700,000 stock options exercisable at exercise price of $0.07 until September 11, 2020, 750,000 stock options at exercise price of $0.30 until October 4, 2021 and 600,000 stock options at exercise price of $0.12 until December 29, 2022.

(3) François Rivard held 475,000 stock options exercisable at exercise price of $0.07 until September 11, 2020, 100,000 stock options at exercise price of $0.15 until June 23, 2021, 600,000 stock options at exercise price of $0.30 until October 4, 2021 and 450,000 stock options at exercise price of $0.12 until December 29, 2022.

(4) Richard Mimeau held 425,000 stock options exercisable at exercise price of $0.07 until September 11, 2020, 500,000 stock options at exercise price of $0.30 until October 4, 2021 and 300,000 stock options at exercise price of $0.12 until December 29, 2022.

(5) Robert Robitaille held 450,000 stock options exercisable at exercise price of $0.07 until September 11, 2020, 500,000 stock options at exercise price of $0.30 until October 4, 2021 and 300,000 stock options at exercise price of $0.12 until December 29, 2022.

(6) Noëlle Drapeau held 500,000 stock options at exercise price of $0.30 until October 4, 2021 and 300,000 stock options at exercise price of $0.12 until December 29, 2022.

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(7) Peter H. Smith held 500,000 stock options at exercise price of $0.30 until October 4, 2021 and 300,000 stock options at exercise price of $0.12 until December 29, 2022.

(8) Daryl Hodges held 400,000 stock options exercisable at exercise price of $0.19 until September 12, 2021, 500,000 stock options at exercise price of $0.30 until October 4, 2021 and 300,000 stock options at exercise price of $0.12 until December 29, 2022.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Effective as of October 1, 2019, the Corporation entered into a consulting agreement whereby Bernard J. Tourillon, CEO, through his personal consulting company, 3245004 Canada Inc, provides management services to the Corporation and an employment agreement with the Vice-President and COO, Patrick Levasseur. Both 3245004 management contract and Patrick Levasseur employment contract shall be valid until October 1, 2021 and are renewable for additional two-year periods, and, in the case of 3245004 Canada Inc., for current compensation of $150,000 per year, and, in the case of Patrick Levasseur, for current remuneration of $100,000 per year. In the event the one or the other agreement is terminated prior to its provided terminating date, 3245004 Canada Inc. will be entitled to be paid an amount of $75,000 by the Corporation and Patrick Levasseur an amount of $50,000.

Effective as of September 1, 2019, the Corporation entered into an employment contract with François Rivard, CFO. The François Rivard employment contract shall be valid until September 1, 2021 and is renewable for additional two-year periods and for a salary of $65,000 per year. In the event the employment agreement is terminated prior to its provided terminating date, the employee will be entitled to be paid an amount of $32,500 by the Corporation.

In the event of change of control within the Corporation, the Corporation shall pay to Patrick Levasseur, 3245004 Canada Inc. (Bernard Tourillon) and François Rivard, at their request, an amount equal to the greater of the total of their two-last year-salary or remuneration and of 1% Corporation’s market capitalization at that time, such amount to be allocated amongst them on a prorate basis. As for to other Directors, such amount shall be equal to the greater of the total of two times of their two-last yearremuneration and of 0.5% Corporation’s market capitalization at that time, such amount to be allocated amongst them on a prorate basis.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The compensation policy and the purposes of the Corporation’s compensation policy of the short-term and long-term incentive plans are to take into account the Corporation’s ability to pay, recognize and grant fair compensation to Named Executive Officers who distinguish themselves by their contribution, ensure a balance between personal performance, the Corporation’s financial performance and compensation. The compensation policies of the Corporation are designed to attract, develop and retain talented human resources who will ultimately contribute to an optimal organization performance and corporate growth.

The Corporation is a Canadian junior exploration company actively involved in the acquisition, exploration and development of Quartz projects and has not yet generated significant revenues from its operations. So, the Corporation is in an exploration and development phase, also being the owner of quartz purification equipment’s, and its resources are limited. Control of costs is in place to ensure that funds are available to complete schedule programs. As a result, the Compensation Committee has to consider not only the financial situation of the Corporation at the time of the determination of the compensation but also the estimated financial situation in the mid and long-term.

The Compensation Committee acting in concert with the Audit Committee is responsible for determining the employment and remuneration of directors and named executive officers of the Corporation and formulating recommendations to the Board of Directors. The Committee, from time to time, reviews the compensation conditions and policies remuneration. The Committee is composed of three directors, namely Robert Robitaille, Chairman of the Committee, Richard Mimeau and Patrick Levasseur.

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NEO’s and director’s compensation relies solely on Committee discussions followed by recommendations to the Board of Directors and decision without any formal objectives, criteria and analysis, except by taking into account the types of compensation and amounts paid to executive officers of comparable publicly traded Canadian corporations. However, a NEO or director does not participate in the process and is not part of discussions pertaining to his own compensation. The Compensation Committee did not identify the risks resulting from the Corporation’s compensation policies that reasonably may have material negative effect on the Corporation.

The compensation of directors and named executive officers is composed of base salary or consultant fees and the granting of options under the Corporation’s Stock Option Plan.

In the granting of option-based awards, the Audit Committee is appealed to in order that such a granting be recommended to the Board. Thus, executive officers submit the proposed granting of options to the Audit Committee which, with respect to the exercise price, the terms and the number of options to be granted to the optionees as well as the previous grants of options that are expired or are still outstanding made to said optionees, has to recommend or not recommend to the Board the proposed granting. The Audit Committee with executive officers review the setting and the amending of Corporation’s equity incentive plan before it is moved to the Board for approval.

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

The principal purposes of this plan (the 2016 plan) are to retain the qualified directors, officers and consultants the Corporation and its affiliates require; provide long-term incentive by providing the optionees with the opportunity through Options on shares to acquire an increased financial interest in the Corporation; promote the long-term profitability of the Corporation and its affiliates.

Under the 2016 Plan, the Directors of the Corporation may grant options to purchase common shares of the Corporation to its Directors, Employees and Consultants or of its subsidiaries. The Directors fix the exercise price of an option granted under the plan which cannot be lesser than the last closing price of the Corporation’s shares as quoted by the TSX Venture Exchange at the end of the day preceding the one on which an option is granted, less the applicable discount as defined by the TSX Venture Exchange. The options can be exercisable for a maximum of ten years. Options are non-assignable and non-transferable except by will or the laws of succession. Upon the death of the options, the option may be exercised by the legal heirs or personal representatives of the options for a period not exceeding one year from the option’s death provided that nothing in the foregoing shall have the effect of extending the Term of an option beyond its original expiry date. Options granted to any options who is a Director, Employee, Consultant or Management Company Employee shall expire at no later than a period of 180 days after the options ceases to be at least one of those categories, by reason other than option’s death.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as at the end of the Corporation’s most recently completed financial year.

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders
Equity compensation plans not approved by securityholders	12,400,000	$0.19	1,600,000
Total	12,400,000	$0.19	1,600,000

DISCLOSURE ON DIVERSITY OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT UNDER THE CANADA BUSINESS CORPORATIONS ACT

Shareholders must refer to Schedule C herein

AUDIT COMMITTEE AND AUDITOR FEES DISCLOSURE

1. The Audit Committee’s Charter

The Directors of the Corporation have adopted a charter for the Audit Committee, which sets out the Audit Committee’s mandate, constitution, rules, powers and responsibilities. The complete charter is attached as Schedule A to this Information Circular.

2. Composition of the Audit Committee

Members of the Audit Committee are Noëlle Drapeau, Robert Robitaille and Daryl Hodges. Each member is financially literate for the understanding of the accounting principles used by the Corporation to prepare its financial statements.

3. Relevant Education and Experience

Mr. Hodges has over 38 years of extensive capital markets experience and success on a global scale in the mining industry. He was a founding partner of Jennings Capital Inc. in 1999 and was integral in its growth to the 7th largest independent investment dealer in Canada. From 2003 – 2010, he was the Senior Managing Director and Head of Investment Banking. From 2010 – 2013, he served as Chief Executive Officer, President and Chairman of Jennings Capital, as well as Director of Jennings Capital (U.S.A.) Inc. Mr. Hodges is a geologist and currently serves as President of mining finance advisory firm, Ladykirk Capital Advisors.

Noëlle Drapeau, LL. L., MBA and PMP has over 41-year experience in commercial law. She is certified ITIL Foundation IT Service Management. Ms. Drapeau performs project management in best business practices development and implementation in competitive and regulated activity sectors. She has achieved various business process development, implementation, management and optimization projects in investment products, information technology, financial institutions and telecommunication sectors. Ms Drapeau is currently Secretary of the Corporation.

Robert Robitaille, MBA and L. Ph. (Laval University of Quebec) is recognized as Certified Management Consultant (C.M.C.) and a member and recognized trainer for Quebec Movement for Quality. He worked as a management consultant for over 51 years in many entities in Canada and in other countries. Since 1996, Mr. Robitaille is a director and the President of Groupe Sprodev (1990) INC., a firm located in

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Montreal and focusing on performing and developing organizations, effective management systems, efficient work organization and optimization of human resources.

4. Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, no recommendation of the Audit Committee to nominate or compensate an external auditor was not adopted by the Board of Directors of the Corporation.

5. Reliance on exemption in Section 6.1

The Corporation is relying upon the exemption in section 6.1 of the Regulation 52-110.

6. External Auditor Service Fees

Category	Year 2018	Year 2019
Audit Fees	$38,000	$51,500
Audit-related Fees	NIL	NIL
Tax Fees	3,965	3,500
All Other Fees	15,750	18,700
Total	$57,715	$73,700

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors considers good corporate governance to be important to the effective operations of the Corporation and to ensure that the Corporation is managed so as to enhance shareholder value. The Board is responsible for ensuring that the Corporation addresses all relevant corporate governance issues in compliance with the corporate governance guidelines set forth in Policy Statement 58-201 of the Canadian Securities Administrators.

The Corporation’s disclosure of corporate governance practices pursuant to Regulation 58-101 respecting Disclosure of Corporate Governance Practices is set out in Schedule “B” to this information Circular in the form required by Form 58-101F2.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Securityholders may contact the Corporation as follows, in order to request copies of the financial statements and MD&A:

Bernard J. Tourillon tel. (514) 846-3271 fax (514) 372-0066 web site: www.hpqsilicon.com e-mail: bernard.tourillon@hpqsilicon.com

Financial information concerning the Corporation is provided in the Corporation’s comparative financial statements and MD&A for its most recently completed financial year ended December 31, 2019.

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CERTIFICATE

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.

APPROVAL OF CIRCULAR

The Board of Directors of the Corporation has approved the contents of this Information Circular and its mailing to the shareholders.

Montreal, Québec, May 25, 2020

HPQ-SILICON RESOURCES INC.

By: (s) Bernard Tourillon President and CEO

By: (s) Noëlle Drapeau Secretary

SCHEDULE A

HPQ-SILICON RESOURCES INC.

AUDIT COMMITTEE CHARTER

Constitution and rules

The Board of Directors of the Corporation has approved the creation of an Audit Committee which shall consist of at least three Directors. The majority of its members shall be unrelated Directors and Canadian residents. The quorum for meetings shall be a majority of its members.

All of the members of the Audit Committee should have the ability to read and understand a balance sheet, an income statement and a cash flow statement. Furthermore, at least one member should have the ability to analyze and interpret a full set of financial statements including the notes attached thereto in accordance with Canadian general accepted accounting principles.

All the decisions shall be made by the majority of members.

Mandate and responsibilities

The Audit Committee recommends to the Board a firm of external auditors to be engaged by the Corporation to prepare and deliver a report of audit, the annual financial statements or other services related to audit to be rendered as well as the remuneration thereof.

The Audit Committee must be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

The Audit Committee must pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditor.

The Audit Committee must review the financial statements of the Corporation, MD&A and annual and interim earnings press releases of the Corporation before the Corporation publicly discloses this information.

The Audit Committee shall be satisfied of the independence of the external auditor and maintain a good relationship with it. The Audit Committee will have direct communication channels with the internal and external auditors to discuss and review specific issues as appropriate. External auditors are ultimately accountable to the Board of Directors.

The Audit Committee shall discuss with the auditor the quality and not just the acceptability of the Corporation’s accounting principles. The Audit Committee shall, if need be, implement structures and procedures to ensure that it meets the auditor on a regular basis in the absence of management.

The Board of Directors will review and assess the adequacy of the Audit Committee’s charter on an annual basis.

The Audit Committee must be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and must periodically assess the adequacy of those procedures.

The Audit Committee must establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding the accounting, internal accounting controls, or auditing matters, and

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the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

The Audit Committee must review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

In carrying on its duties, the Audit Committee is entitled to verify the accounting documentation and books of the Corporation or of its subsidiaries and discuss these issues as well as other issues related to the financial situation of the Corporation or of its subsidiaries with the management and the external auditors.

The Audit Committee may, at any time, call either employee of the Corporation for the purpose of questioning about financial data and may and must investigate all complaints or concerns raised relating to the accounts, the internal accounting controls or the audit.

Reports

The Audit Committee must make a report on its works, duties and decisions to the Directors at the Board meeting following its meeting by reporting all issues raised, the decisions taken, the means undertaken to analyze and review the involved reports, statements and documents, the level of satisfaction of the Committee’s members with respect to them, the outstanding issues and disagreement and taken decisions.

Remuneration

Directors fix the remuneration granted to members of the Audit Committee for their services.

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SCHEDULE B

HPQ-SILICON RESOURCES INC.

CORPORATE GOVERNANCE PRACTICES

Regulation 58-101 respecting Disclosure of Corporate Governance Practices of the Canadian Securities Administrators requires the Corporation to annually disclose certain information regarding its corporate governance practices. Those practices are as follows.

1. Board of Directors

The Board of Directors is currently constituted of five directors and facilitates its exercise of independence supervision over the company's management through frequent meetings of the Board:

The Directors that are independent are Richard Mimeau, Daryl Hodges, Peter Smith and Robert Robitaille.

The Directors that are not independent are:

• Bernard J. Tourillon is President and Chief Executive Officer of the Corporation;

• Noëlle Drapeau is Secretary of the Corporation;

• Patrick Levasseur is COO of the Corporation.

2. Directorships

The following are presently directors of other issuers that are reporting issuers or the equivalent in a jurisdiction or a foreign jurisdiction.

• Peter H. Smith is director of Fancamp Exploration Ltd and of Lamêlée Iron Ore Ltd.

• Bernard Tourillon is director of Beauce Gold Fields Inc.

• Patrick Levasseur is director of Beauce Gold Fields Inc.

3. Orientation and Continuing Education

The Board of Directors of the company brief all new Directors with the policies of the Board of Directors, and other relevant corporate and business information.

The corporation does not currently have a formal orientation program for new directors. The Board of Directors has not taken any measures to provide continuing education for the Directors. However, the directors are encouraged to attend, at the Corporation’s expense, any seminar given by TSX Venture Exchange or the Canadian Securities Administrators relating to the management of a public company or relating to their responsibilities as a director of a public company. Furthermore, the directors are given access to the Corporation’s legal advisors for any question they have in relation with their responsibilities.

4. Ethical Business Conduct

The Corporation is committed to promote the highest standard of ethic and integrity in the pursuance of all of its activities. Furthermore, all the Directors are required to act and carry-out their duties honestly and in good faith with a view to the best interest of the corporation. The corporation requests that all its Directors act according to laws and rules whereby they are governed. Furthermore, the Board requires that all its members be present and attend actively to its meetings and to those of the committee they are members of.

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5. Nomination of Directors

The Directors of the corporation as a whole are responsible for identifying and recommending new candidates, having regard to the appropriate number of directors of the Corporation and the necessary competencies and skills of the directors as a whole and of each Director individually. New nominees should have a track record in general business management, special expertise in areas of strategic interest to the corporation and the ability to devote the time required.

6. Compensation

Upon recommendation made by the Audit Committee, the Board fixes the Directors' compensation and of the Chief Executive Officer as well as of the Chief Financial Officer by taking into account the types of compensation and the amounts paid to directors of comparable publicly-traded Canadian corporations.

7. Other Board Committees

As of the date hereof, only the Audit Committee was created by the Board

8. Assessments

The Board of Directors, as a whole, is responsible for assessing its effectiveness as well as that of the Audit Committee and individual Directors and, periodically, considers the mix of skills and experience that Directors bring to the Corporation to assess, on an ongoing basis, whether the Directors of the Corporation have the necessary skills to perform their oversight function effectively.

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SCHEDULE C

HPQ-SILICON RESOURCES INC.

DISCLOSURE ON DIVERSITY OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT UNDER THE CANADA BUSINESS CORPORATIONS ACT

The following information relates on the representation of women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities, defined as designed groups, on the board of directors and senior management of the corporation.

The Corporation has not adopted written policies and targets relating to the representation of designed groups giving the Corporation is a junior exploration company involved in the exploration of mining projects which do not generate working business nor revenues, that it has no employees, its business relations are limited and its operations are at the first stage.

The Corporation has adopted term limits for members of the Board. Directors are elected for a period of one year and remain in function until the next annual general meeting of shareholders at which time their mandates terminate.

The board of directors of the Corporation considers diversity in identifying and nominating candidates for election or re-election to the board as well as for making senior management appointments, by carefully evaluating necessary competencies, skills and other qualifications of each candidate as a whole and taking into account the track record in general business management and the ability to devote the time required, all with respect of Corporation needs after contacting with person of designed groups.

The Corporation has no targets for representation on the board and among senior management for the designed groups. At the present time, one from designed groups is director representing 18% of the board of the Corporation.