Ibero Mining Corp. - Proxy Solicitation & Information Statement 2021

GOLDPLAY MINING INC.

Suite 650, 1021 West Hastings Street Vancouver, B.C. V6E 0C3

MANAGEMENT INFORMATION CIRCULAR

As at December 18, 2020 unless otherwise noted

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of GOLDPLAY MINING INC. (formerly Industria Metals Inc.) (the “Company” or “Goldplay”), at the time and place and for the purposes set forth in the Notice of Meeting.

It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally or by telephone by directors, officers or employees of the Company at a nominal cost. The cost of this solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors or officers of the Company. A Shareholder eligible to vote at the Meeting has the right to appoint a person, who need not be a Shareholder, to attend and act for the Shareholder and vote on the Shareholder’s behalf at the Meeting other than either of the persons designated in the accompanying form of proxy, and may do so either by inserting the name of that other person in the blank space provided in the form of proxy or by completing another suitable form of proxy.

Voting by Proxyholder

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by using one of the following methods:

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, TSX Trust Company (“TSX Trust”), by mail to 301 – 100 Adelaide Street West, Toronto ON M5H 4H1 or by hand delivery to 650 West Georgia Street, Suite 2700, Vancouver, BC V6B 4N9 marked “Attention Proxy Department”; or

(b) use the phone and/or internet voting options as outlined in the proxy. Registered shareholders may refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Whichever method you use to submit your proxy, for the form of proxy to be effective, you must ensure the proxy is received by TSX Trust at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting (namely, by 10:00 a.m., Vancouver time, on Tuesday, January 26, 2020 ) (the “ Proxy Deadline ”) or any adjournment thereof at which the proxy is to be used.

A Shareholder who has given a proxy may revoke it by an instrument in writing duly executed and delivered either to the registered office of the Company at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in

any other manner provided by law. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. Non‐Registered Holders (as defined below) who wish to revoke their proxy must arrange for their respective Intermediary (as defined below) to revoke the proxy on their behalf within the time specified by such Intermediary.

Non‐Registered (Beneficial) Holders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States of America (the “United States” or the “U.S.”) the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners (“OBOs”) who object to their name being made known to the issuer of the securities they own; and Non-Objecting Beneficial Owners (“NOBOs”) who do not object to the issuer of the securities they own knowing who they are.

The Company is taking advantage of the provisions of National Instrument 54-101 “ Communication with Beneficial Owners of Securities of a Reporting Issuer ” that permit the Company to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) through our transfer agent, TSX Trust. The VIF is to be completed and returned to TSX Trust as set out in the instructions provided on the VIF. TSX Trust tabulates the results of the VIFs it receives from NOBOs and provides appropriate voting instructions at the Meeting with respect to the shares represented by those VIFs.

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

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

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to

ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of the proxy provided by the Company. The VIF will name the same persons as those in the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), different from any of the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting, or (b) to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

EXERCISE OF DISCRETION

On a poll the nominees named in the accompanying form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the election of directors and the appointment of the auditors; and

(b) any other matter, including amendments to any of the foregoing, as may properly come before the Meeting or any adjournment thereof.

In respect of a matter for which a choice is not specified in the proxy, or unless otherwise provided in the proxy, the nominees named in the accompanying form of proxy will vote the Shares represented by the proxy for the approval of such matter.

As of the date of this Information Circular, the management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting each nominee intends to vote thereon in accordance with the nominee’s best judgement.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION AND ANALYSIS & ADDITIONAL INFORMATION

Please note that the figures in this Information Circular are in Canadian dollars unless otherwise indicated.

The consolidated financial statements of the Company for the year ended December 31, 2019 (the “Financial Statements”), including the accompanying notes together with the reports of the auditors thereon, as well as the interim financial statements of the Company for the nine-month period ended September 30, 2020 are being presented at the Meeting. These documents have also been mailed to the Company’s shareholders who have requested them. The Financial Statements have also been filed on SEDAR and may be found at www.sedar.com.

Additional information relating to the Company may be found on SEDAR at www.sedar.com. In addition, a security holder may contact the Company to request copies of the Company’s financial statements and Management’s Discussion and Analysis (“MD&A”). Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year.

APPOINTMENT AND REMUNERATION OF AUDITOR

The management of the Company will recommend to the Meeting the appointment of Smythe LLP, Chartered Professional Accountants, of Suite 1700 – 475 Howe Street, VVancouver, BC V6C 2B3 as auditor of the Company to hold office until the close of the next Annual General Meeting of shareholders. It is proposed that the remuneration to be paid to the auditor be fixed by the directors.

Smythe LLP was first appointed auditor of the Company on January 22, 2019.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited common shares without par value (the "Common Shares"). As of December 18, 2020, the Company has 21,806,815 Common Shares issued and outstanding. Effective December 2, 2020, the Company completed a share consolidation on the basis of ten (10) preconsolidation Common Shares for one (1) post-consolidation Common Share. Unless otherwise noted herein, all share amounts presented have been retrospectively adjusted to reflect this consolidation.

Only the holders of Common Shares are entitled to vote at the Meeting and the holders of Common Shares are entitled to one vote for each Common Share held. The directors of the Company fixed December 18, 2020 as the record date (the “Record Date”) for the determination of the shareholders entitled to vote at the Annual and Special General Meeting.

To the knowledge of the directors and senior officers of the Company, as at the Record Date, there are no persons beneficially owning, directly or indirectly, or exercising control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company:

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all

such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The number of directors for the Company is set by ordinary resolution of the shareholders of the Company. Management of the Company is seeking shareholder approval of an ordinary resolution to set the number of directors of the Company at four (4) for the ensuing year.

At the Meeting, Shareholders will be asked to elect four directors to succeed the present directors whose term of office will expire at the conclusion of the Meeting. Each director elected will hold office until the conclusion of the next annual general meeting of the Company at which a director is elected, unless the director’s office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia). Management proposes to nominate the persons listed in the following table for election as directors. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. THE COMPANY HAS NOT RECEIVED NOTICE OF AND MANAGEMENT IS NOT AWARE OF ANY PROPOSED NOMINEE IN ADDITION TO THE NAMED NOMINEES.

The following table sets out the names of Management’s nominees for election as directors, their positions and offices in the Company; principal occupations; the period of time that they have been Directors of the Company; and the number of shares of the Company which each beneficially owns or over which control or direction is exercised.

Name, Province/State and Country of Ordinary Residence	Present principal occupation, business or employment and, if not elected a director by a vote of security holders, principal occupation, business or employment during the past five years(2)	Term of service as a director of the Company and Proposed Expiry Date(1)and First and Last Position in the Company	Approx. no. of voting securities beneficially owned, directly or indirectly or over which direction or control is exercised(3)
Catalin Kilofliski (4) British Columbia, Canada	President & CEO of Goldplay Mining Inc. (formerly Industria Metals Inc.) from July 4, 2018 to present; Director Corp Dev for TSX V Listed Tudor Gold Corp from Apr 2019 until Oct 2020. CEO of TSX V Listed Canagold Corp., from January 10, 2014 – June 28, 2018; Director of Corp Dev with TSX V listed Aurcana Corporation from October 2012 – January2014.	Director since March 29, 2018, to present; President & CEO since July 4, 2018 to present.	1,136,550
Deepak Malhotra (4) Colorado, United Sates	World-renowned mineral processing expert with over 48 years of mining industry experience. From July 2018 to present, President of Prosolve Consulting, a mining focused advisory firm. From 1990 to 2018 President of Resource Development Inc. a mineral testing and advisory company.	Director and Chairman of the Board since November 30, 2020 to present	600,000

Name, Province/State and Country of Ordinary Residence	Present principal occupation, business or employment and, if not elected a director by a vote of security holders, principal occupation, business or employment during the past five years(2)	Term of service as a director of the Company and Proposed Expiry Date(1)and First and Last Position in the Company	Approx. no. of voting securities beneficially owned, directly or indirectly or over which direction or control is exercised(3)
John Paul (JP) Dau (4) Alberta, Canada	Director of TSX V listed TDG Gold from Aug 2018 to present; President and co-founder of TSX V listed Angkor Resources from 2012 to 2018	Director since November 6, 2020 to present	nil
Andrew Marshall British Columbia, Canada	CFO of TSX listed First Mining Gold Corp. since 2016 to present. Over 15 years of experience in public company corporate governance, capital markets and technical oversight.	Director and Chairman of the Audit Committee since December 10 2020 to present	400,000

Notes:

(1) The term of office of each director or proposed director will expire at the next Annual General Meeting. (2) Unless otherwise stated above, each of the above-named nominees has held the principal occupation or employment indicated within the past five years.
(3) Securities beneficially owned by directors are based on information furnished to the Company by the nominees as at December 18, 2020.
(4) Member of Audit Committee.

As of December 18, 2020, the current directors, director nominees and officers of the Company beneficially own, directly or indirectly or direct control over a total of 2,136,500 Shares representing approximately 9.8 % of the outstanding Shares.

Corporate Cease Trade Orders or Bankruptcies

Except as noted above, within 10 years before the date of this Information Circular, none of the directors, proposed directors, executive officers or promoters of the Company was a director, chief executive officer or chief financial officer of any company (including Goldplay) that:

(a) was subject to a cease trade order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer;
(b) was subject to a cease trade order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(c) 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 within a year of that person ceasing to act in that capacity.

Personal Bankruptcies

In the 10 years prior to the date hereof, of the directors, proposed directors, executive officers or promoters of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, none has become 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.

Penalties or Sanctions

No director, proposed director, officer, Insider or promoter of Goldplay or Shareholder holding sufficient number of securities of Goldplay to affect materially the control of Goldplay, has:

(a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) 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 investor making an investment decision.

STATEMENT OF EXECUTIVE COMPENSATION

Reference is made to Schedule "A" attached hereto and forming a part hereof.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As at the end of the Company’s most recently completed financial year, i.e., December 31, 2019, the following equity securities of the Company were authorized for issuance with respect to compensation plans:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Securityholders	Nil	N/A	204,107
Equity compensation plans not approved by Securityholders	Nil	N/A	Nil
Total	Nil	N/A	204,107

Column (c) is calculated as 10% of the common shares issued and outstanding minus column (a).

As at the end of the Company’s most recently completed financial year (i.e., December 31, 2019) as well as at the end of the Company’s most recently completed financial quarter ended September 30, 2020 there were no equity securities of the Company which were authorized for issuance with respect to a compensation plan. The Company adopted a Stock Option Plan (the “Option Plan”) on December 5, 2019. The Option Plan has been approved by the Board of Directors and by the shareholders of the Company and will also be subject to the approval of the applicable securities regulatory authorities (the “Regulators”).

The Company’s Stock Option Plan (the “Option Plan”), a rolling plan, was established in accordance with the policies of the TSX Venture Exchange. The purpose of the Option Plan is to attract and motivate the directors, officers and employees of the Company and any subsidiaries, employees of any management corporation and consultants to the Company (collectively, “ Optionees ”) and thereby advance the Company’s interests by providing them an opportunity to acquire an equity interest in the Company through the exercise of stock options granted to them under the Option Plan. A copy of the Stock Option Plan was attached to the February 10, 2020 Annual General Meeting Information Circular as Schedule “C” and is also available for review at www.sedar.com.

Pursuant to the Option Plan, the Board may grant stock options to Optionees in consideration of them providing their services to the Company or a subsidiary. The number of Shares subject to each option is determined by the Board of Directors or a committee comprised of members of the Board within the guidelines established by the Option Plan. The options enable such persons to purchase Shares at a price fixed pursuant to such guidelines. The options are exercisable by the Optionee giving the Company notice and payment of the exercise price for the number of Shares to be acquired.

The Option Plan authorizes stock options to be granted to the Optionees on the following terms:

The number of Shares available for issuance pursuant to outstanding options cannot exceed an aggregate of 10% of the issued Shares.
The number of Shares subject to issuance upon the exercise of options granted under the Option Plan by one Optionee or all Optionees providing investor relations services is subject to the following limitations
(a) no Optionee can be granted options during a 12-month period to purchase more than
- (i) 5% of the issued Shares unless disinterested Shareholder approval has been obtained (such approval has not been sought), or
- (ii) 2% of the issued Shares, if the Optionee is a consultant, and

(b) the number of Shares subject to options held by all Optionees providing investor relations services cannot exceed 2% in the aggregate.

Approval by disinterested Shareholders must be obtained (such approval has not been, nor is it intended to be, sought) if options granted under the Option Plan, together with all of the Company’s previously established and outstanding stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, could result in:
(a) the grant to insiders, within a one-year period, of options to purchase that number of Shares exceeding 10% of the outstanding Shares, or
(b) the issuance to any one insider and such insider’s associates, within a one-year period, of Shares totalling in excess of 5% of the outstanding Shares.

The exercise price of the options cannot be set at less than the greater of $0.05 per Share and the closing trading price of the Shares on the day before the granting of the stock options.
The options may be exercisable for up to ten years.
There are no vesting requirements unless the Optionee is providing investor relations services to the Company, in which case the options must vest over at least 12 months with no more than onequarter vesting in any three-month period. However, the Board may impose additional vesting requirements and, subject to obtaining any required approval from the applicable securities regulatory authorities, may authorize all non-vested options to vest immediately.
The options can only be exercised by the Optionee (to the extent they have already vested) for so long as the Optionee is a director, officer or employee of, or consultant to, the Company or any subsidiary or is an employee of the Company’s management corporation and within a period thereafter not exceeding the earlier of:
(a) the original expiry date;
(b) 90 days (or such longer period as the Board may determine) after ceasing to be a director, officer, employee or consultant for any reason other than death; or

The options are not assignable except to a wholly-owned holding corporation.
No financial assistance is available to Optionees under the Option Plan.
Any amendments to the Option Plan or outstanding stock options are subject to the approval of the Exchange and, if required by the Exchange or the Option Plan, of the Shareholders, possibly with only ‘disinterested Shareholders’ being entitled to vote. Disinterested Shareholder approval must be obtained for the reduction of the exercise price of options (including the cancellation and re-issuance of options so as to effectively reduce the exercise price) of options held by insiders. The amendment to an outstanding stock option will also require the consent of the Optionee.

The Board’s approach to granting options is consistent with prevailing practice in the mineral exploration industry. The Company was incorporated on June 16, 2017, has been a reporting issuer since July 28, 2017 and its common shares are not yet listed on any stock exchange. No options have as yet been granted to the Company’s directors, officers and employees. The granting of options will depend on the length of service of the NEO and directors. There are no formulae followed or performance goals or significant conditions which must be met before options will be granted.

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers and senior officers of the Company or any of its subsidiaries, proposed nominees for election or associates of such persons is or has been indebted to the Company (other than routine indebtedness) in excess of $50,000 at any time for any reason whatsoever, including the purchase of securities of the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company's last completed financial year, other than as disclosed elsewhere herein, no informed person of the Company, any proposed director of the Company or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction or in any proposed transaction which has materially affected or would

materially affect the Company or any of its subsidiaries. The term “informed person” as defined in National Instrument 51-102, Continuous Disclosure Obligations, means:

(a) a director or executive officer of a reporting issuer;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer;
(c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

On July 28, 2017, Anacott Resources Corp. (“Anacott”), Silverstone Resources Corp. (now FireFox Gold Corp.), Buckingham Copper Corp., Stowe One Investments Corp., Lillingstone Metals Inc. (now Goldplay Mining Inc.), 2583262 Ontario Inc., Chackmore Unit Trust and Akeley Unit Trust completed the arrangement previously announced by Anacott in its July 27, 2017 news release (the “Plan of Arrangement”).

As a result of completing the Plan of Arrangement, Silverstone Resources Corp. (now FireFox Gold Corp.), Buckingham Copper Corp., Stowe One Investments Corp., Lillingstone Metals Inc. (now Goldplay Mining Inc.), 2583262 Ontario Inc., Chackmore Unit Trust and Akeley Unit Trust are now each separate reporting issuers. Anacott retained no interest in any of the aforementioned entities following the Plan of Arrangement, but has since acquired modest ownership positions in some of the entities.

On February 19, 2018, Walter Coles, Jr., a former director and former CEO of the Company, acquired 216,550 Common Shares of the Company at a price of $0.001 per share for a total purchase price of $216.55. The 216,550 Common Shares represented 30.02% of the then issued and outstanding share capital. Mr. Coles has subsequently disposed of 35,000 Common Shares of the Company.

On July 3, 2018, Catalin Kilofliski, a director and President & CEO of the Company, acquired 216,550 Common Shares of the Company at a price of $0.001 per share for a total purchase price of $216.55. The 216,550 Common Shares represented 23% of the then issued and outstanding share capital. On November 6, 2020, Mr. Kilofliski subscribed for 9,200,000 pre-consolidation Units in the first tranche of the Company’s non-brokered private placement of Units (the “ Private Placement ”), as announced in the press release of the Company dated November 8, 2020, at a purchase price of $0.005 per Unit for a total purchase price of $46,000. Each Unit was comprised of one pre-consolidation common share and one-half of a share purchase warrant. As a result of this transaction and the other Private Placement issuances of Common Shares out of treasury in November 2020, Mr. Kilofliski now holds 1,136,550 postconsolidation Common Shares representing 5.21% of the Company’s current issued and outstanding Common Share capital.

On December 10, 2020, director Deepak Malhotra subscribed for 600,000 post-consolidation Units of the Company’s non-brokered private placement of Units (the “Private Placement”) as announced in the press release of the Company dated December 10, 2020, at a purchase price of $0.05 per Unit for a total purchase price of $30,000. Each Unit was comprised of one post-consolidation common share and onehalf of a share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of one year, at a price of $0.10 per common share.

On December 10, 2020, director Andrew Marshall subscribed for 400,000 post-consolidation Units of the Company’s non-brokered private placement of Units (the “Private Placement”) as announced in the press release of the Company dated December 10, 2020, at a purchase price of $0.05 per Unit for a total

purchase price of $20,000. Each Unit was comprised of one post-consolidation common share and onehalf of a share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of one year, at a price of $0.10 per common share.

All of the Company’s Private Placement warrants are subject to the following warrant acceleration provisions. In the event that the Company receives conditional approval for a listing event on a public stock exchange (the “Listing Event”), the warrants’ expiration date will accelerate to the date 30-days subsequent to the news release announcing the Listing Event, provided that the news release announcing the Listing Event is published before the date that is 30 days prior to the warrants’ expiry date.

MANAGEMENT CONTRACTS

There are no management functions of the Company or its subsidiaries that are to any substantial degree performed by a person other than a director, executive officer or companies associated with them, or employee of the Company or its subsidiaries.

AUDIT COMMITTEE

The Audit Committee’s Charter

Under National Instrument 52-110 – Audit Committees (“NI 52-110”) reporting issuers in those jurisdictions which have adopted NI 52-110 are required to provide disclosure with respect to its audit committee including the text of the audit committee’s charter, composition of the committee, and the fees paid to the external auditor. The Company has adopted an Audit Committee Charter, a copy of which is attached hereto as Schedule “B” and is also available on SEDAR at www.sedar.com. The fees paid to the external auditor are set forth below.

NI 52-110, Audit Committees , of the Canadian Securities Administrators requires that every issuer disclose certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

Part 6.2, Required Disclosure , of 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 below.

In accordance with the definitions set forth in National Instrument 51-102, Continuous Disclosure Obligations , a “venture issuer” means a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is a “venture issuer” and is relying on the exemption in Part 6.1, Venture Issuers , of NI 52-110 with respect to the requirements of Part 3, Composition of the Audit Committee , and Part 5, Reporting Obligations .

The Company’s audit committee for the year ended December 31, 2019 was comprised of directors Walter Coles, Jr., Catalin Kilofliski and Joseph Mullin. Subsequent to the financial year end, there were changes to the audit committee composition due to changes in the Company’s Board of Directors. As at the date of this Information Circular, the Company’s audit committee is comprised of directors Andrew Marshall, as Chairman, Catalin Kilofliski and John Paul (JP) Dau as members. Details of the Audit Committee Members’ education and qualifications are as set forth below:

Andrew Marshall, Director and Chairman of Audit Committee - Mr. Marshall is a Chartered Accountant (CA) and Chartered Financial Analyst (CFA) with over 15 years of experience in public company corporate governance, capital markets and technical oversight. He is currently the CFO of First Mining Gold where he assisted in building the company’s gold project portfolio during its initial period of growth in 2015 when it acquired eight companies in just over one year. Prior to this, Andy held roles at two Vancouver based TSX/NYSE MKT-listed silver mining companies with operations in Mexico and Canada. He began his career in public company auditing and assurance with PricewaterhouseCoopers LLP, training in the London technology, entertainment and mining practice before moving to Vancouver and joining their mining practice in 2008. Mr. Marshall graduated from the University of NewcastleUpon-Tyne in England with a BA (Hons).

Catalin Kilofliski, President, CEO and Director - Mr. Kilofliski has over 25 years of senior leadership and extensive expertise in mining, senior management, capital markets and corporate development within several publicly listed junior exploration companies. Most recently, he has served as the Director Corporate Development for TSX.V listed Tudor Gold Corp and was instrumental in growing the company from $30 million to over $500 million in market capitalization. Prior to that, he was the CEO of TSX Listed Canarc Resource Corp. and served as Director Corporate Development for TSX listed Aurcana Corporation and Selwyn Resources Ltd. In the last decade he has helped raise over $300M in equity, debt and JV capital and was instrumental in creating significant shareholder value for various junior mining companies.

John-Paul (JP) Dau, Director - Mr. John-Paul (J.P.) has over ten years of experience in the international mining industry, having co-founded Angkor Gold Corp - a TSX.V listed Project Generator. Under his tenure as President, the company acquired and developed numerous mining assets in South East Asia. Prior to this, Mr. Dau successfully managed and optimized a substantial land bank comprised of a residential, industrial, and commercial portfolio located in Alberta, Canada. He brings to the Company an extensive background in project management, business development and fundraising. He has a unique ability to source and structure deals by leveraging strategic relationships, operational knowledge of foreign jurisdictions, understanding of M&A transactions and IPO transitions. Mr. Dau is an established professional with significant international operating experience in the mining industry. Mr. Dau is also a director of TDG Gold Corp.

Walter Coles, Jr., former Director and CEO - Mr. Coles served as CEO and President for several TSX Venture Exchange listed junior mining exploration and development companies, throughout the past nine years. Mr. Coles entered the mining business as part of an effort to develop a mineral resource discovered on family farmland in Virginia. He was previously an analyst for Cadence Investment Partners, from 2005 through to 2007. Prior to that, Mr. Coles worked for UBS Investment Bank in New York as a Senior Research Analyst in the bank’s High Yield Group. Mr. Coles started at UBS Investment bank in 1999 as an Associate reporting to the bank’s Global Head of Fixed Income Strategy. Mr. Coles holds a BA in Economics from the University of Richmond.

Joseph Mullin, former Director - Mr. Mullin has over twenty years of experience in interim management, operational integration, corporate finance, restructuring, and financial analysis. He also has experience in litigation support and investment management. Mr. Mullin’s skills have proven valuable to companies executing reorganization, preparing for a capital markets transaction or an acquisition. His industry experience includes retail, media, telecom, technology, industrials, and natural resources. Mr. Mullin has served as a Chief Restructuring Officer, Chief Financial Officer, Restructuring Consultant, Trust Advisory Committee Member, and Creditor Committee Member in a number of different situations. Mr. Mullin has participated in a variety of operation and financial turnarounds and has hands-on experience with pre-revenue owners of patents to established companies with hundreds of millions in annual revenues. He served as an outside Director of several public and private companies.

As defined in NI 52-110:

All of the members of the audit committee are “independent” except for Catalin Kilofliski who is not considered “independent” due to the fact that he is an executive officer of the Company.
All of the members of the audit committee are financially literate.

Under section 6.1 of NI 52-110, the Company is exempt from the requirements that a majority of its audit committee be “independent” as defined in section 1.4 of NI 52-110. For “venture issuers,” the National Instrument prescribes that a majority of the members of an audit committee must not be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer. The Company satisfies this requirement.

At no time since the commencement of the Company’s most recently completed financial year, has a recommendation of the audit committee to nominate or compensate an external auditor not been adopted by the Board of Directors.

Since the effective date of NI 52-110, the Company has not relied on either of the exemptions contained in section 2.4. De Minimis Non-Audit Services, or section 8, Exemptions . 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.

Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s audit committee and, where applicable, by the Board of Directors, on a case-by-case basis.

Set forth below are details of certain service fees paid to the Company’s external auditor in each of the last two fiscal years:

Financial Year End	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31, 2019	$11,579	$_____	$_____	$_____
December 31, 2018	$4,550	$Nil	$500	$Nil

Notes:

(1) The aggregate fees billed by the Company’s external auditor
(2) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.
(3) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.
(4) The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under clauses 1, 2 and 3 above.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

As disclosed elsewhere herein, the Company’s Board adopted a rolling 10% Stock Option Plan on December 5, 2019 (the “Stock Option Plan”). Shareholder approval to the Company’s Stock Option Plan was obtained at the Company’s February 10, 2020 Annual General Meeting. The purpose of the Stock

Option Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Company or any of its subsidiaries (collectively the " Eligible Parties ") to achieve the longer-term objectives of the Company; to give suitable recognition to the ability of such persons who contribute materially to the success of the Company; and to attract to and retain in the employment of the Company or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company. Until such time as the Stock Option Plan is approved by the applicable securities regulatory authorities, if any, no options shall vest and accordingly cannot be exercised by the holder. The approval of the Company’s shareholders is once again being sought for the Company’s Stock Option Plan and accordingly, at the Meeting the Shareholders will be asked to consider approving the Company Stock Option Plan and the allotment and reservation of sufficient Shares from treasury to provide the Shares necessary for issuance upon the exercise from time to time of Options granted pursuant to the Company Stock Option Plan.

The Company Stock Option Plan has been prepared by the Company in accordance with the policies of the TSX Venture Exchange (“TSXV”) and is in the form of a rolling stock option plan reserving for issuance upon the exercise of Options granted pursuant to the Company’s Stock Option Plan, a maximum of 10% of the issued and outstanding Shares at any time, less any Shares required to be reserved with respect to Options granted by the Company prior to the implementation of the Company Stock Option Plan. The Company’s Stock Option Plan is administered at the Board level. Subject to the provisions of the Company’s Stock Option Plan, the Board in its sole discretion will determine all Options to be granted pursuant to the Company’s Stock Option Plan, the exercise price therefor and any special terms or vesting provisions applicable thereto. The Board will comply with all applicable regulatory requirements in granting Options and otherwise administering the Company’s Stock Option Plan. The TSXV requires all TSX Tier 2 listed companies to have a stock option plan in place that has been approved by the shareholders of the Company. The terms of any stock option plan and incentive stock options granted by the Company will be in accordance with the rules and policies of the TSXV, including the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto.

The Stock Option Plan is summarized in the table below.

Key Terms	Summary
Administration	The Stock Option Plan is administered by the Board or by a special committee ofdirectorsappointedfrom timetotime bytheBoard.
Stock Exchange Rules	All Options granted pursuant to the Stock Option Plan are subject to applicable rules and policies of any stock exchange or exchanges on which the Common Shares are/will be listed and any other regulatory bodyhaving jurisdiction.
Common Shares Subject to Plan	The aggregate number of Common Shares issuable upon the exercise of all Options granted under the Stock Option Plan is not to exceed 10% of the issued and outstanding Common Shares from time to time. If any Option granted under the Stock Option Plan expires for any reason without being exercised, the unpurchased Common Shares are available for the purpose of the Stock Option Plan.

Key Terms	Summary
Eligibility	Directors, officers, consultants and employees of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries are eligible to participate in the Stock Option Plan. Subject to compliance with requirements of the applicable regulators, participants may elect to hold Options granted to them in an incorporated entity wholly owned by them and such entity is bound by the Stock Option Plan in the same manner as if the Options were held bythe participant.
Number of Optioned Shares	No single participant may be granted Options to purchase a number of Common Shares equaling more than 5% of the issued Common Shares in any 12-month period unless the Company has obtained disinterested shareholder approval in respect of such grant and meets applicable regulatory requirements. Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Common Shares in any 12-month period to a consultant of the Company (or any of its subsidiaries). Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Common Shares in any 12-month period to persons employed to provide investor relations activities. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over a minimum of 12 months with no more than 1/4 of the Options vestingin anythree-monthperiod.
Exercise Price	The exercise price of the Common Shares subject to each Option shall be determined by the Board, subject to approval by the regulators (if applicable),at thetimeany Option is granted.
Vesting and Exercise Period	Each Option and all rights thereunder shall expire on the date set out in an Option agreement, provided that in no circumstances shall the duration of an Option exceed the maximum term permitted by the applicable regulators. If any Options expire during a period when trading of the Company’s securities by certain persons as designated by the Company is prohibited or within ten business days after the end of such a period, the term of those Options will be extended to ten business days after the end of the prohibited trading period, unless such extension is prohibited by any applicable law or the policies of theapplicableregulators.
Cessation of Employment	If a participant ceases to be a director, officer, consultant or employee of the Company, or its subsidiaries, or ceases to be a management company employee, for any reason (other than death), such participant may exercise their Option to the extent that the participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the participant ceases to be a director, officer, consultant or employee, or a management company employee, unless such participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of theparticipant’s

Key Terms	Summary
	servicestothe Company.
Death of Participant	In the event of the death of a participant, the Option previously granted shall be exercisable only within 12 months after such death and only if and to the extent that such participant was entitled to exercisethe Option at the date ofdeath.
Effective Date of Plan	The Stock Option Plan has been adopted by the Board subject to the approval of the applicable regulators and, if so approved, subject to the discretion of the Board, the Stock Option Plan will become effective upon approval at the next general meeting of the shareholders of the Company.

As it is a requirement of the Exchange that rolling stock option plans must receive shareholder approval yearly at a Company’s Annual General Meeting, shareholder approval to the Company’s Plan is once again being sought at the Company’s Annual and Special General Meeting to be held on January 28, 2021. A copy of the Company’s Plan was attached as Schedule “C” to the February 10, 2020 Management Information Circular and is available for viewing on SEDAR at www.SEDAR.com.

The Board believes that passing of the following resolution is in the best interests of the Company. Accordingly, Shareholders will be asked to approve the following ordinary resolution at the Meeting:

“ BE IT RESOLVED, as an Ordinary Resolution of the Shareholders of the Company, THAT:

The Company’s Stock Option Plan be and is hereby ratified, confirmed and approved.
The Board, or any committee of the Board created pursuant to the Company’s Stock Option Plan, is authorized to make such amendments to the Company’s Stock Option Plan from time to time as the Board may, in its discretion, consider to be appropriate or as may be required by the regulatory authorities, in accordance with the Company’s Stock Option Plan and the policies of the regulatory authorities, as applicable.
Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions.”

The foregoing resolution must be approved by a majority (more than 50%) of the votes cast by Shareholders present in person or represented by proxy at the Meeting in order for it to be adopted.

In the event of a negative vote by the shareholders with respect to the proposed approval of the Plan, management reserves the right to submit such resolution pertaining to the incentive stock option plan to the next general meeting of the shareholders.

Reference is made to the section captioned “Election of Directors” for further details with respect to the present positions of the Company’s directors and the number of shares held in the Company.

It is not known that any other matters will come before the Meeting other than as set forth above and in the Notice of Meeting accompanying this Information Circular, but if such should occur the persons named in the accompanying Form of Proxy intend to vote on them in accordance with their best judgement, exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment thereof.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Company's Board of Directors believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 – Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

The Board of Directors

The Board currently consists of four directors (Catalin Kilofliski, John-Paul (JP) Dau, Deepak Malhotra and Andrew Marshall, of which JP Dau and Andrew Marshall are currently “independent” in the context of the Policy as it relates to the Audit Committee. Director Catalin Kilofliski is not considered “independent” due to the fact that he is an executive officer of the Company and Deepak Malhotra is not considered “independent” due to the fact that he is the Chairman of the Board.

Directorships

Certain of the directors are also directors of other reporting issuers as follows:

Director	Other Reporting Issuers
Catalin Kilofliski	Anacott Resources Corp.
John Paul(JP)Dau	TDG Gold Corp.
Deepak Malhotra	Canagold Corp.
	Cardero Resource Corp

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance, however, during the course of a directors’ meeting, if a matter is more effectively dealt with without the presence of members of management, the independent directors ask members of management to leave the meeting, and the independent directors then meet in camera .

Board Mandate

The Board of Directors is responsible for supervising management in carrying on the business and affairs of the Company. Directors are required to act and exercise their powers with reasonable prudence in the best interests of the Company. The Board agrees with and confirms its responsibility for overseeing management's performance in the following particular areas:

the strategic planning process of the Company;
identification and management of the principal risks associated with the business of the Company;
planning for succession of management;
the Company's policies regarding communications with its shareholders and others; and
the integrity of the internal controls and management information systems of the Company.

In carrying out its mandate, the Board relies primarily on management to provide it with regular detailed reports on the operations of the Company and its financial position. The Board reviews and assesses these reports and other information provided to it at meetings of the full Board and of its committees. Other management personnel, including the CEO, attend Board meetings, if required, to provide direct access to information about operations and answer questions, as required. Directors also consult from

time to time with management. The reports and information provided to the Board include details concerning the monitoring and management of the risks associated with the Company's activities, such as compliance with safety standards and legal requirements, environmental issues and the financial position and liquidity of the Company. At least annually, the Board reviews management's report on its business and strategic plan and any changes with respect to risk management and succession planning, if required.

Position Descriptions

The Board of Directors has not developed written position descriptions for the Chairman, the chairman of any Board committees, the Chief Executive Officer, or the Chief Financial Officer. The Board is of the view that given the size of the Company, the relatively frequent discussions between Board members, the President & CEO, and the CFO and the experience of the individual members of the Board, the responsibilities of such individuals are known and understood without position descriptions being in writing. The Board will evaluate this position from time to time, and if written position descriptions appear to be justified, they will be prepared.

Orientation and Continuing Education

The Board does not have a formal orientation and education program for new directors. Upon joining the Board, each director is briefed in respect of the nature of the Company’s business, its corporate strategy, and current issues within the Company. New directors are also required to meet with management of the Company to discuss and better understand the Company’s business and are given the opportunity to meet with counsel to the Company to discuss their legal obligations as directors of the Company. They are also provided with a copy of the Audit Committee Charter. The Board encourages directors to participate in continuing education opportunities in order to ensure that the directors may maintain or enhance their skills and abilities as directors, and maintain a current and thorough understanding of the Company's business.

Ethical Business Conduct

Corporate governance is the structure and process used to direct and manage the business and affairs of a corporation with the objective of enhancing shareholder value. The Board believes that the Company has in place corporate governance practices that are both effective and appropriate to the Company's size and business operations. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law have been sufficient to ensure that it operates independently of management and in the best interests of the Company.

Nomination of Directors

Directors are responsible for identifying qualified individuals to become new members of the board of directors of the Company and recommending new director nominees for the next annual meeting of the Company’s shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

Compensation

The Company has established a Compensation Committee in December 2020. Decisions regarding compensation for the directors and the executive officers have been made by the independent Board members. The board of directors of the Company will conduct compensation reviews with regard to the compensation of directors and the Chief Executive Officer of the Company once a year. In making its compensation recommendations, the board will take into account the types and amount of compensation paid to directors and Chief Executive Officers of comparable Canadian companies.

Other Board Committees

The Company has a total three Committees. The Audit Committee, The Compensation Committee and the Governance, Nominating, Environment and Health & Safety Committee.

Assessments

The Board has not yet established a formal performance review process for assessing the effectiveness of the Board, the Audit Committee or the individual directors. It is expected that 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 reasons for which the individual was nominated for appointment to the Board. The Company will continue to develop its approach to corporate governance in light of its own circumstances and what are recognized as best practices in this area.

ADDITIONAL INFORMATION

Additional information concerning the Company is available on SEDAR at (http://www.sedar.com). Financial information concerning the Company is provided in the Company’s comparative audited financial statements and Management’s Discussion and Analysis for the fiscal year ended December 31, 2019 and in its interim financial statements and Management Discussion and Analysis for the period ended September 30, 2020, copies of which were filed on SEDAR on April 29, 2020 and November 27, 2020, respectively.

BOARD APPROVAL

The contents of this Information Circular, including the schedules thereto, and the sending thereof to shareholders entitled to receive notice of the Meeting, to each director, to the auditors of the Company and to the appropriate governmental agencies, have been approved in substance by the directors of the Company pursuant to resolutions passed as of December 18, 2020.

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 the light of the circumstances in which it was made.

BY ORDER OF THE BOARD GOLDPLAY MINING INC.

“Catalin Kilofliski”

Catalin Kilofliski, President & Chief Executive Officer

Schedule "A" to the Information Circular of

GOLDPLAY MINING INC. (the "Company")

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

(a) "Chief Executive Officer” or “CEO" means an individual who acted as chief executive officer of the Company or acted in a similar capacity, for any part of the most recently completed financial year;
(b) "Chief Operating Officer” or “COO" means each individual who served as chief operating officer of the Company or acted in a similar capacity during the most recently completed financial year;
(c) "Chief Financial Officer" or “CFO” means an individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the most recently completed financial year;
(d) "Named Executive Officer" or “NEO” means each of the following individuals:
(i) a CEO;
(ii) a COO;
(iii) a CFO;
(iv) each of the three most highly compensated executive officers, or the three 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, as determined in accordance with subsection 1.3(6), for that financial year; and
(v) each individual who would be an NEO under paragraph (d) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

The following disclosure sets out the compensation that the Company intended to pay, make payable, award, grant give or otherwise provide to each NEO and director for the financial year ended December 31, 2019.

COMPENSATION DISCUSSION AND ANALYSIS

The Board of directors is responsible for establishing and monitoring the Company’s long-range plans and programs for attracting, retaining, developing and motivating employees. The board reviews recommendations for the appointment of persons to senior executive positions, considers terms of employment including succession planning and matters of compensation.

For the period from the Company’s incorporation to the date of this Circular, only minimal compensation was actually paid to any of the officers or directors of the Company. Reference is made, however, to the related party note of the audited and interim financial statements of the Company which outlines amounts owed (but unpaid) to officers of the Company. The executive officers and directors will be reimbursed for expenses incurred on the Company’s behalf.

The board of directors of the Company will periodically review the adequacy and form of the compensation of the directors and executive officers and ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director and executive officer, and to report and make recommendations to the board of directors of the Company accordingly.

SUMMARY COMPENSATION TABLE

For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.

For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.

		Table of compensation		excluding compensation securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)(3)
Walter Coles, Jr.,(4)(13) Former Director and Former CEO	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Catalin Kilofliski(4)(5) President & CEO, and Director	2018 2019	$8,000 $8,250	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$8,000 $8,250
Andrew MacRitchie(6) Former CFO	2018 2019	$10,094 $ 7,600	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$10,094 $ 7,600
Mihai Draguleasa(7) CFO	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Joseph E. Mullin(4)(8) Former Director	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Fletcher Morgan(4)(9) Former Director	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
John-Paul (JP) Dau(4)(10) Director	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Deepak Malhotra(4)(11) Director and	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Chairman
Andrew Marshall(12) Director	2018 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) January 1 to December 31 of the year listed.
(2) Includes the dollar value of cash and non-cash base salary earned during the financial year covered.
(3) These amounts include the dollar value of total compensation for the covered year. This is the sum of all amounts reported in columns with footnote 2 above for each NEO and executive officer.
(4) Except as set forth above, the directors of Goldplay do not receive any compensation as directors of Goldplay, however, they are reimbursed for all reasonable expenses incurred in order to attend meetings of the Board or any committee of the Board.
(5) Amounts owed for the services of Catalin Kilofliski were invoiced by ACA Management Consulting Company.
(6) Amounts owed for the services of Andrew MacRitchie were invoiced by Anacott Resources Corp. Additional amounts were also paid and payable to Anacott for services of other individuals who provided administrative assistance to the Company.
(7) Mihai Draguleasa was appointed CFO of the Company on November 30, 2020.
(8) Joseph E. Mullin resigned as a director on November 30, 2020.
(9) Fletcher Morgan resigned as a director on November 12, 2020.
(10) JP Dau was appointed to the Board on November 6, 2020.
(11) Deepak Malhotra was appointed to the Board on November 30, 2020.
(12) Andrew Marshall was appointed to the Board on December 10, 2020.
(13) Walter Coles, Jr. resigned as a director and Chairman on February 18, 2020.

INCENTIVE PLAN AWARDS

Stock Options Plans and other Compensation Securities

None of the Named Executive Officer or directors of Goldplay received any compensation securities during the most recently completed financial year. None of the Named Executive Officers or directors of Goldplay exercised compensation securities during the most recently completed financial year.

Goldplay established a stock option plan for its directors, officers, employees and consultants during the most recently completed financial year, namely on December 5, 2019. The Company is once again seeking shareholder approval of the newly established stock option plan at the Annual General Meeting to be held on January 28, 2021.

PENSION PLAN BENEFITS

The Company has no pension plans that provide for payments or benefits to any NEO or director at, following or in connection with retirement. The Company also does not have any deferred compensation plans relating to any NEO or director.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Company does not have any pension or retirement plan which is applicable to the NEOs. The Company has not provided compensation, monetary or otherwise, during the most recently completed financial year, to any person who now or previously has acted as a NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company. The Company is not party to any compensation plan or arrangement with an NEO resulting from the resignation, retirement or termination of employment of any such person.

Schedule “B” to the Information Circular of Goldplay Mining Inc. (the "Company")

CHARTER OF THE AUDIT COMMITTEE

Charter of the Audit Committee

1. ROLE AND OBJECTIVE

The Audit Committee (the “Committee”) is appointed by and reports to the Board of Directors (the “Board”) of Goldplay Mining Inc. (the “Corporation”). The Committee assists the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation.

The Committee and its membership shall to the best of its ability, knowledge and acting reasonably, meet all applicable legal, regulatory and listing requirements, including, without limitation, those of any stock exchange on which the Corporation’s shares are listed, the Canada Business Corporations Act (the “Act”), and all applicable securities regulatory authorities.

2. COMPOSITION

The Committee shall be composed of three or more directors as shall be designated by the Board from time to time.
Majority of the Committee members shall be “independent” and all members should be financially literate (as such terms are defined under applicable securities laws and exchange requirements for audit committee purposes). Each member of the Committee shall be able to read and understand the Corporation’s financial statements, including the Corporation’s statement of financial position, income statement and cash flow statement and any other applicable statements or notes to the financial statements.
Members of the Committee shall be appointed at a meeting of the Board, typically held immediately after the annual shareholders’ meeting. Each member shall serve until his/her successor is appointed unless he/she shall resign or be removed by the Board or he/she shall otherwise cease to be a director of the Corporation. Any member may be removed or replaced at any time by the Board.
Where a vacancy occurs at any time in the membership of the Committee, it may be filled by a vote of a majority of the Board.
The Chair of the Committee may be designated by the Board or, if it does not do so, the members of the Committee may elect a chair by vote of a majority of the full Committee membership. The Chair of the Committee shall be an independent director (as described above).
If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside.
The Chair of the Committee presiding at any meeting shall not have a casting vote.
The Committee shall appoint a secretary (the “Secretary”) who need not be a member of the Committee or a director of the Corporation. The Secretary shall keep minutes of the meetings of the Committee. This role is normally filled by the Secretary of the Corporation.

3. MEETINGS

The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements, provided that meetings of the Committee shall be convened whenever requested by the auditor that is appointed by the shareholders (the “Independent Auditor”) or any member of the Committee in accordance with the Act.
The Chair of the Committee shall prepare and/or approve an agenda in advance of each meeting.
Notice of the time and place of every meeting may be given orally, in writing, by facsimile or by e-mail to each member of the Committee at least 48 hours prior to the time fixed for such meeting.
A member may in any manner waive notice of the meeting. Attendance of a member at the meeting shall constitute waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.
A majority of Committee members present in person, by videoconference, by telephone or by a combination thereof, shall constitute a quorum.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the newly adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all its powers and responsibilities so long as a quorum remains in office.
At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the matter will be referred to the Board for decision. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting duly called and held.
The CEO and CFO are expected to be available to attend meetings, but a portion of every meeting will be reserved for in camera discussion without the CEO or CFO, or any other member of management, being present.
The Committee may by specific invitation have other resource persons in attendance such officers, directors and employees of the Corporation and its subsidiaries, and other persons, including the Independent Auditor, as it may see fit, from time to time, to attend at meetings of the Committee.
The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.
The Committee shall have the right to determine who shall and who shall not be present at any time during a meeting of the Committee.
Minutes of Committee meetings shall be sent to all Committee members.
The Chair of the Committee shall report periodically the Committee’s findings and recommendations to the Board.

4. RESOURCES AND AUTHORITY

The Committee shall have access to such officers and employees of the Corporation and its subsidiaries and to such information with respect to the Corporation and its subsidiaries as it considers being necessary or advisable in order to perform its duties and responsibilities.
The Committee shall have the authority to engage and obtain advice and assistance from internal or external legal, accounting or other advisors and resources, as it deems advisable, at the expense of the Corporation.
The Committee shall have the authority to communicate directly with the Independent Auditor.

5. RESPONSIBILITIES

A. Chair

To carry out its oversight responsibilities, the Chair of the Committee shall undertake the following:

provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including overseeing the logistics of the operations of the Committee;
chair meetings of the Committee, unless not present (including in camera sessions), and reports to the Board following each meeting of the Committee on the findings, activities and any recommendations of the Committee;
ensures that the Committee meets on a regular basis and at least four times per year;
in consultation with the Committee members, establishes a calendar for holding meetings of the Committee;
establish the agenda for each meeting of the Committee, with input from other Committee members, and any other parties, as applicable;
ensures that Committee materials are available to any director on request;
acts as liaison and maintains communication with the Chair of the Board (or Lead Director if an individual other than the Chair) and the Board to optimize and coordinate input from Board members, and to optimize the effectiveness of the Committee. This includes reporting to the full Board on all proceedings and deliberations of the Committee at the first meeting of the Board after each Committee meeting and at such other times and in such manner as the Committee considers advisable;
report annually to the Board on the role of the Committee and the effectiveness of the Committee in contributing to the objectives and responsibilities of the Board as a whole;
ensure that the members of the Committee understand and discharge their duties and obligations;
foster ethical and responsible decision making by the Committee and its individual members;
encourage Committee members to ask questions and express viewpoints during meetings; 12. together with the Governance, Nominating, Environment and Health & Safety Committee, oversee the structure, composition, membership and activities delegated to the Committee from time to time;
ensure that resources and expertise are available to the Committee so that it may conduct its work effectively and efficiently and pre-approves work to be done for the Committee by consultants;
facilitate effective communication between members of the Committee and management; 15. encourage the Committee to meet in separate, regularly scheduled, non-management, closed sessions with the Independent Auditor;
attend each meeting of shareholders to respond to any questions from shareholders as may be put to the Chair; and
perform such other duties and responsibilities as may be delegated to the Chair by the Board from time to time.

B. The Committee

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditor as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee is hereby delegated the duties and powers specified in Section 171 of the Act and, without limiting these duties and powers, the Committee will carry out the following responsibilities:

Financial Accounting and Reporting Process and Internal Controls

review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable Canadian accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements prior to their being filed with the appropriate regulatory authorities. The Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditor as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
review management’s internal control report and the evaluation of such report by the Independent Auditor, together with management’s response. The Committee shall assess the integrity of internal controls and financial reporting procedures and ensure implementation of such controls and procedures.
review the financial statements, management’s discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.
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 periodically assess the adequacy of these procedures.
meet no less frequently than annually with the Independent Auditor and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee deems appropriate.
inquire of management and the Independent Auditor about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
review the post-audit or management letter containing the recommendations of the Independent Auditor and management’s response and subsequent follow-up to any identified weaknesses.
oversee the Corporation’s plans to adopt changes to accounting standards and related disclosure obligations.
in consultation with the Governance, Nominating, Environment and Health & Safety Committee, ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting and overseeing a corporate code of ethics for senior financial personnel.
establish procedures for:
the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
provide oversight to related party transactions entered into by the Corporation. Independent Auditor
recommend to the Board for approval by shareholders, the selection, appointment and compensation of the Independent Auditor;
be directly responsible for oversight of the Independent Auditor and the Independent Auditor shall report directly to the Committee.
ensure the lead audit partner and the other audit partners (if any) at the Independent Auditor is replaced in compliance with applicable laws.
be directly responsible for overseeing the work of the Independent Auditor, including the resolution of disagreements between management and the Independent Auditor regarding financial reporting.
with reference to the procedures outlined separately in “Procedures for Approval of NonAudit Services” (attached hereto as Schedule ‘A’), pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditor.
monitor and assess the relationship between management and the Independent Auditor and monitor, confirm, support and assure the independence and objectivity of the Independent Auditor. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
review the Independent Auditor’s audit plan, including scope, procedures, timing and staffing of the audit.
review the results of the annual audit with the Independent Auditor, including matters related to the conduct of the audit, and receive and review the auditor’s interim review reports.
obtain timely reports from the Independent Auditor describing critical accounting policies and practices, alternative treatments of information within applicable Canadian accounting principles that were discussed with management, their ramifications, and the Independent Auditor’ preferred treatment and material written communications between the Corporation and the Independent Auditor.
review fees paid by the Corporation to the Independent Auditor and other professionals in respect of audit and non-audit services on an annual basis.
review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former Auditor of the Corporation.

Other Responsibilities

perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate;
institute and oversee special investigations, as needed; and
review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

Schedule A

Policy for Approval of Non-Audit Services

In the event that Goldplay Mining Inc. (the “Corporation”) or a subsidiary of the Corporation wishes to retain the services of the Corporation’s Independent Auditor for services other than the annual audit (e.g. tax compliance, tax advice or tax planning, to meet the requirements of a regulatory filing or due diligence, to receive advice on various matters, etc.), the Chief Financial Officer of the Corporation shall consult with the Audit Committee of the Board of Directors (the “Committee”), who shall have the authority to approve or disapprove such non-audit services. The Chair of the Committee has the authority to approve or disapprove such non-audit services on behalf of the Committee and shall advise Committee of such pre-approvals no later than the time of the next meeting of the Committee following such pre-approval having been given.
The Committee, or the Chair of the Committee, as appropriate, shall confer with the Independent Auditor regarding the nature of the services to be provided and shall not approve any services that would be considered to impair the independence of the Independent Auditor. For greater clarity, the following is a non-exhaustive list of the categories of non-audit services that would be considered to impair the independence of the Independent Auditor: (a) bookkeeping or other services related to or requiring management decisions in connection with the Corporation’s accounting records or financial statements; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinion or contributions-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions; (g) human resources; (h) broker or dealer, investment adviser or investment banking services; (i) legal services; (j) expert services unrelated to the audit; and (k) any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee any services pre-approved since the last report, at each meeting and no less frequently than on a quarterly basis.
In accordance with the requirements set forth under the “Exemption for minimal non-audit services” provided by Section 2.3(4) of National Instrument 52-110 – Committees, whereby the Independent Auditor has commenced a service and: (a) the Corporation or the subsidiary entity of the Corporation, as the case may be, and the Independent Auditor did not recognize the services as non-audit services at the time of the engagement; (b) once recognized as non-audit services, the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit; and (c) the aggregate fees for the non-audit services not previously approved are immaterial in comparison to the aggregate fees paid by the Corporation to the Corporation’s Independent Auditor during the financial year in which the services are provided, such services shall be exempted from the requirements for pre-approval of non-audit services set out in this Policy.
In the event that Goldplay Mining Inc. (the “Corporation”) or a subsidiary of the Corporation wishes to retain the services of the Corporation’s Independent Auditor for services other than the annual audit (e.g. tax compliance, tax advice or tax planning, to meet the requirements of a regulatory filing or due diligence, to receive advice on various matters, etc.), the Chief Financial Officer of the Corporation shall consult with the Audit Committee of the Board of Directors (the “Committee”), who shall have the authority to approve or disapprove such non-audit services. The Chair of the Committee has the authority to approve or disapprove such non-audit services on behalf of the Committee and shall advise Committee of such pre-approvals no later than the time of the next meeting of the Committee following such pre-approval having been given.
The Committee, or the Chair of the Committee, as appropriate, shall confer with the Independent Auditor regarding the nature of the services to be provided and shall not approve any services that would be considered to impair the independence of the Independent Auditor. For greater clarity, the following is a non-exhaustive list of the categories of non-audit services that would be considered to impair the independence of the Independent Auditor: (a) bookkeeping or other services related to or requiring management decisions in connection with the Corporation’s accounting records or financial statements; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinion or contributions-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions; (g) human resources; (h) broker or dealer, investment adviser or investment banking services; (i) legal services; (j) expert services unrelated to the audit; and (k) any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee any services pre-approved since the last report, at each meeting and no less frequently than on a quarterly basis.
In accordance with the requirements set forth under the “Exemption for minimal non-audit services” provided by Section 2.3(4) of National Instrument 52-110 – Committees, whereby the Independent Auditor has commenced a service and: (a) the Corporation or the subsidiary entity of the Corporation, as the case may be, and the Independent Auditor did not recognize the services as non-audit services at the time of the engagement; (b) once recognized as non-audit services, the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit; and (c) the aggregate fees for the non-audit services not previously approved are immaterial in comparison to the aggregate fees paid by the Corporation to the Corporation’s Independent Auditor during the financial year in which the services are provided, such services shall be exempted from the requirements for preapproval of non-audit services set out in this Policy.

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Ibero Mining Corp. — Proxy Solicitation & Information Statement 2021

47469_rns_2021-01-06_ec8b3487-0258-4a16-a408-523ecbabbea2.pdf

GOLDPLAY MINING INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

Voting by Proxyholder

Registered Shareholders

Non‐Registered (Beneficial) Holders

EXERCISE OF DISCRETION

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

FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION AND ANALYSIS & ADDITIONAL INFORMATION

APPOINTMENT AND REMUNERATION OF AUDITOR

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

Notes:

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

STATEMENT OF EXECUTIVE COMPENSATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

The Audit Committee’s Charter

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

“ BE IT RESOLVED, as an Ordinary Resolution of the Shareholders of the Company, THAT:

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors

Directorships

Board Mandate

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

ADDITIONAL INFORMATION

BOARD APPROVAL

CERTIFICATE

Schedule "A" to the Information Circular of

GOLDPLAY MINING INC. (the "Company")

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

SUMMARY COMPENSATION TABLE

INCENTIVE PLAN AWARDS

Stock Options Plans and other Compensation Securities

PENSION PLAN BENEFITS

TERMINATION AND CHANGE OF CONTROL BENEFITS

Charter of the Audit Committee

1. ROLE AND OBJECTIVE

2. COMPOSITION

3. MEETINGS

4. RESOURCES AND AUTHORITY

5. RESPONSIBILITIES

A. Chair

B. The Committee

Other Responsibilities

Schedule A

Policy for Approval of Non-Audit Services

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Ibero Mining Corp. Proxy Solicitation & Information Statement 2021