Iconic Minerals Ltd. — AGM Information 2021

Nov 16, 2021

ICONIC MINERALS LTD. Suite 303, 595 Howe Street Vancouver, B.C. V6C 2T5 Phone: (604) 336-8614 Facsimile: (604) 718-2808

NOTICE OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting (the “ 2020 Meeting ”) of the Shareholders of Iconic Minerals Ltd. (hereinafter called the “ Company ”) will be held at Suite 303, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, Canada, on Thursday, the 8[th] day of April, 2021, at the hour of 9:30 a.m. (Vancouver time), for the following purposes:

1. To receive the audited financial statements of the Company for the financial year ended August 31, 2019 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors therein;

2. To fix the number of directors at four (4);

3. To elect directors;

4. To appoint the auditors and to authorize the directors to fix their remuneration;

5. To consider and, if thought appropriate, to pass ordinary resolutions providing for the required annual re-approval of the Company’s Stock Option Plan, reserving for the grant and issuance of incentive stock options of up to a maximum of 10% of the outstanding shares of the Company as of the date of grant, as more particularly described in the accompanying Information Circular; and

6. To transact such further or other business as may properly come before the 2020 Meeting or any adjournment or adjournments thereof.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s employees, shareholders are strongly encouraged to vote on the matters before the 2020 Meeting by proxy rather attend the 2020 Meeting in person.

Accompanying this Notice are: the Information Circular dated February 25, 2021; a form of Proxy; and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the 2020 Meeting and is incorporated into this Notice.

The Company’s audited financial statements for the financial year ended August 31, 2019 and the related Management’s Discussion and Analysis can be viewed under the Company’s profile on www.sedar.com.

Shareholders are entitled to vote at the 2020 Meeting either in person or by proxy. Those who are unable to attend the 2020 Meeting are requested to read, complete, sign and mail, phone or email the enclosed form of Proxy in accordance with the instructions set out in the Proxy and in the Information Circular accompanying this Notice. Please advise the Company of any change in your mailing address.

DATED at Vancouver, British Columbia, this 25th day of February, 2021.

BY ORDER OF THE BOARD “ Richard Kern ”

Richard Kern President, CEO and Director

ICONIC MINERALS LTD. Suite 303, 595 Howe Street Vancouver, B.C. V6C 2T5 Phone: (604) 336-8614 Facsimile: (604) 718-2808

NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting (the “ 2021 Meeting ”) of the Shareholders of Iconic Minerals Ltd. (hereinafter called the “ Company ”) will be held at Suite 303, 595 Howe Street, Vancouver, British Columbia, V6C 2T5 Canada, on Thursday, the 8[th] day of April, 2021, at the hour of 9:30 a.m. (Vancouver time), for the following purposes:

1. To receive the audited financial statements of the Company for the financial year ended August 31, 2020 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors therein;

2. To fix the number of directors at four (4);

3. To elect directors;

4. To appoint the auditors and to authorize the directors to fix their remuneration;

5. To consider and, if thought appropriate, to pass ordinary resolutions providing for the required annual re-approval of the Company’s Stock Option Plan, reserving for the grant and issuance of incentive stock options of up to a maximum of 10% of the outstanding shares of the Company as of the date of grant, as more particularly described in the accompanying Information Circular; and

6. To transact such further or other business as may properly come before the 2021 Meeting or any adjournment or adjournments thereof.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s employees, shareholders are strongly encouraged to vote on the matters before the 2021 Meeting by proxy rather attend the 2021 Meeting in person.

Accompanying this Notice are: the Information Circular dated February 25, 2021; a form of Proxy; and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the 2021 Meeting and is incorporated into this Notice.

The Company’s audited financial statements for the financial year ended August 31, 2020 and the related Management’s Discussion and Analysis can be viewed under the Company’s profile on www.sedar.com.

Shareholders are entitled to vote at the 2021 Meeting either in person or by proxy. Those who are unable to attend the 2021 Meeting are requested to read, complete, sign and mail, phone or email the enclosed form of Proxy in accordance with the instructions set out in the Proxy and in the Information Circular accompanying this Notice. Please advise the Company of any change in your mailing address.

DATED at Vancouver, British Columbia, this 25th day of February, 2021.

BY ORDER OF THE BOARD “ Richard Kern ” Richard Kern President, CEO and Director

ICONIC MINERALS LTD.

Suite 303, 595 Howe Street Vancouver, B.C. V6C 2T5 Phone: (604) 336-8614 Facsimile: (604) 718-2808

INFORMATION CIRCULAR

(As at February 25, 2021, except as indicated)

The Company is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the 2020 annual general meeting (the “ 2020 Meeting ”), and the 2021 Annual General Meeting (the “ 2021 Meeting ” and together with the 2020 Meeting the " Meeting ") of the Company to be held on Thursday, April 8, 2021 and at any adjournments. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact at nominal cost. The Company will pay the cost of solicitation.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s employees, shareholders are strongly encouraged to vote on the matters before the Meeting by proxy rather attend the Meeting in person.

APPOINTMENT OF PROXYHOLDER

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

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

VOTING BY PROXY

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

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

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the

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Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Trust Company, Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, by mail or facsimile, or vote by telephone or through the Internet in accordance with the instructions set out in the form of proxy accompanying this Information Circular not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NOTICE-AND-ACCESS

The Company is not sending this Information Circular to registered or beneficial shareholders using "noticeand-access" as defined under National Instrument 54-101 (" NI 54-101 ").

NON-REGISTERED HOLDERS

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

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

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

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

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

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NOBOs

The Company is sending the proxy-related materials for the Meeting directly to "non objecting beneficial owners" (" NOBOs "), as defined under NI 54-101. The name and address and information about NOBO holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominees holding on behalf of NOBOs. By choosing to send these materials to NOBOs directly, the Company (and not the Nominees holding on behalf of NOBOs) has assumed responsibility for (i) delivering these materials to NOBOs and (ii) executing the proper voting instructions of NOBOs.

OBOs

The Company is not paying for Nominees to deliver the proxy-related materials and Form 54-101F7 to "objecting beneficial owners" (" OBOs "), as defined under NI 54-101. As a result, OBOs may not receive the Meeting materials.

REVOCABILITY OF PROXY

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value (the " shares "), of which 122,480,778 common shares are issued and outstanding. Persons who are registered shareholders at the close of business on February 25, 2021 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held. The Company has only one class of shares.

To the knowledge of the Directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company.

ELECTION OF DIRECTORS

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of directors of the Company at four (4).

The Company is required to have an audit committee. Members of this committee are as set out below.

Management of the Company proposes to nominate each of the following persons for election as a Director. Information concerning such persons, as furnished by the individual nominees, is as follows:

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Name, Jurisdiction of Residence and Position	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years	Previous Service as a Director	Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly
Richard Kern Reno, Nevada, USA President, CEO and Director	President of Great Basin Resources, a resource holding company, since 1998; Consultant in the mineral exploration industrysince 1996.	Director since July 17, 2007	9,340,719(2)
Jurgen Wolf(1) Vancouver, B.C., CANADA Director	Retired businessman involved in the oil and gas industry for over 24 years; Director of several public companies.	Director since February 8, 2006	NIL
Huitt Tracey(1) Vancouver, B.C. CANADA Director	Licensed Realtor since May 2003.	Director since July 23, 2014	NIL
Keturah Nathe(1) Pitt Meadows, B.C. CANADA Director	VP Corporate Development for the Company since February 2013; CEO and President of American Biofuels Inc., since January 2019; and CEO and President of Anquiro Ventures Ltd. since June 2017; Corporate Administrator for several public companies since 2008.	Director since January 14, 2019	775,000

(1) Member of the audit committee.

(2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at February 22, 2021, based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such shares are held directly.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

To the knowledge of the Company, no proposed director:

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

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

• (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The following directors of the Company hold directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
Jurgen Wolf	Petrichor Energy Inc. (TSX-V) Altima Resources Ltd. (TSX-V) American Biofuels Inc. (TSX-V) Tasty Fries Inc. (OTC) Gainey Resources Ltd. (TSX-V) Scavo Resources Corp. (TSX-V)
Huitt Tracey	Anquiro Ventures Ltd. (TSX-V)
Keturah Nathe	American Biofuels Inc (TSX-V) Anquiro Ventures Ltd. (TSX-V

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The main objective of the Company’s executive compensation program is to attract, retain, and engage high-quality, high-performance executives who have the experience and ability to successfully execute the Company’s strategy and deliver value to our shareholders.

The objectives of the Company’s executive compensation program are as follows:

• (i) compensate executives competitively for the leadership, skills, knowledge, and experience necessary to perform their duties;

• (ii) align the actions and economic interests of executives with the interests of shareholders; and

• (iii) encourage retention of executives.

As there is no formal compensation committee, the independent members of the Board, currently being Jurgen Wolf, Huitt Tracey and Keturah Nathe (the " Independent Directors ") annually review and set remuneration of executive officers. The Independent Directors determined that the executive compensation program should be comprised of the following elements:

• Base Salary – to compensate executives for the leadership, skills, knowledge and experience required to perform their duties; and

• Long-term Incentive Plan – to retain talented executives, reward them for their anticipated contribution to the long-term successful performance of the Company and align them with the interests of shareholders. The plan currently consists only of incentive stock options.

Process for Determining Executive Compensation

The Independent Directors review the levels of compensation for executive officers based on internal discussions, but to date have not yet established any formal objectives, criteria, or benchmark analyses.

Total compensation for executive officers includes base salary and long-term incentive stock options.

Hedging of Economic Risks in the Company’s Securities

The Company has not adopted a policy forbidding directors and officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company’s securities granted as compensation or held, directly or indirectly, by directors or officers. The Company is not, however, aware of any directors or officers having entered into this type of transaction.

Option-based awards

The Company’s stock option plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure

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that such grants are in accordance with the policies of the TSX Venture Exchange (the " Exchange "), and closely align the interests of the executive officers with the interests of shareholders.

As there is currently no compensation committee, the independent directors of the Company (currently being Jurgen Wolf, Huitt Tracey and Keturah Nathe) have the responsibility to administer the compensation policies related to the executive management of the Company, including option-based awards.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 Statement of Executive Compensation which came into force on October 31, 2011 (the " Form 51-102F6 ")) sets forth all annual and long term compensation for services in all capacities to the Company for the most recently completed financial years of the Company ending on August 31, 2017, August 31, 2018, August 31, 2019 and August 31, 2020 (to the extent required by Form 51-102F6) in respect of each of the individuals comprised of each Chief Executive Officer and the Chief Financial Officer who acted in such capacity for all or any portion of the most recently completed financial year, and each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity (other than the Chief Executive Officer and the Chief Financial Officer), as at August 31, 2019 and August 31, 2020 whose total compensation was, individually, more than $150,000 for the financial year and any individual who would have satisfied these criteria but for the fact that individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year (collectively the " Named Executive Officers " or " NEOs ").

NEO Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans	Long-term Incentive Plans
Richard Kern CEO and President	2020 2019 2018 2017	Nil Nil Nil Nil	N/A N/A N/A N/A	$Nil $Nil $112,185(3,4) $Nil	N/A N/A N/A N/A	N/A N/A N/A N/A	N/A N/A N/A N/A	$80,659(1) $79,581(1) $76,767(1) $79,118(1)	$80,659 $79,581 $188,952 $79,118
Richard Barnett CFO and Secretary	2020 2019 2018 2017	Nil Nil Nil Nil	N/A N/A N/A N/A	$Nil $Nil $31,163(3,5) $Nil	N/A N/A N/A N/A	N/A N/A N/A N/A	N/A N/A N/A N/A	$24,000(2) $24,000(2) $24,000(2) $24,000(2)	$24,000 $24,000 $55,163 $24,000

(1) Management or geologic fees paid or accrued to Richard Kern.

(2) Administration fees paid or accrued to Jerico Management Ltd., a private company controlled by Richard Barnett.

(3) The Company used the Black-Scholes model as the methodology to calculate the grant date fair value, and relied on the following the key assumptions and estimates for each calculation: share price at grant date of $0.225; exercise price of $0.25; expected life of 2.0 years; expected volatility of 163 %; risk free interest rate of 1.79% and expected dividend yield rate of 0%.

(4) Incentive stock option to purchase 450,000 shares @ $0.25 granted January 9, 2018, expiring January 8, 2020, no vesting but subject to an Exchange Hold Period that expired May 10/18.

• (5) Incentive stock option to purchase 125,000 shares @ $0.25 granted January 9, 2018, expiring January 8, 2020, no vesting but subject to an Exchange Hold Period that expired May 10/18.

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Incentive Plan Awards

The Company does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the Named Executive Officer(s).

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company as at August 31, 2019 and August 31, 2020, including awards granted before the most recently completed financial year, to each of the Named Executive Officers:

	Option-Based Awards	Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
						Market or
	Number of				Number of	Payout Value
	Securities			Value of	Shares or Units	of Share-
	Underlying	Option		Unexercised	of Shares that	Based Awards
	Unexercised	Exercise	Option	In-The-Money	have not	that Have Not
	Options	Price	Expiration	Options (1)	Vested	Vested
Name	(#)	($)	Date	($)	(#)	($)
Richard Kern, CEO and President	Nil	Nil	Nil	Nil	Nil	Nil
Richard Barnett, CFO and Secretary	Nil	Nil	Nil	Nil	Nil	Nil

(1) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was $0.25 as at August 31, 2020 and as at August 31, 2019 and the exercise or base price of the option.

Value Vested or Earned During the Year

The value vested or earned during the most recently completed financial years ended August 31, 2020 and 2019 of incentive plan awards granted to Named Executive Officers are as follows:

NEO Name			Non-Equity Incentive Plan
	Option-Based Awards -	Share-Based Awards -	Compensation -
	Value Vested	Value Vested	Value Earned
	During The Year (1)	During The Year (2)	During The Year
	($)	($)	($)
Richard Kern, CEO and President	Nil	Nil	N/A
Richard Barnett, CFO and Secretary	Nil	Nil	N/A

(1) This amount is the dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date, computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.

(2) This amount is the dollar value realized upon vesting of share-based awards, computed by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

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No incentive stock options were exercised by the Company’s NEOs during the financial years ended August 31, 2019 and August 31, 2020.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following or in connection with retirement.

Termination and Change of Control Benefits

The Company and its subsidiaries have no employment contracts with any Named Executive Officer. Neither the Company, nor any of its subsidiaries, has a contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the NEO following a change in control.

Director Compensation

The following table sets forth all amounts of compensation provided to the Directors, who are each not also a Named Executive Officer, for the Company’s completed financial years ended August 31, 2019 and August 31, 2020:

Director Name(1)	Year	Fees Earned ($)	Share- Based Awards ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Pension Value ($)	All Other Compensa- tion ($)	Total ($)
Jurgen Wolf	2020 2019	Nil Nil	N/A N/A	Nil Nil	N/A N/A	N/A N/A	$1,200 Nil	$1,200 Nil
Huitt Tracey	2020 2019	Nil Nil	N/A N/A	Nil Nil	N/A N/A	N/A N/A	Nil Nil	Nil Nil
Keturah Nathe	2020 2019	Nil Nil	N/A N/A	Nil Nil	N/A N/A	N/A N/A	Nil Nil	Nil Nil

(1) Relevant disclosure has been provided in the Summary Compensation Table above for the financial years ended August 31, 2020 and August 31, 2019, for Directors who receive compensation for their services as directors who are also Named Executive Officers.

The Company has no other arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.

The Company has a stock option plan for the granting of incentive stock options to the officers, employees and Directors. The purpose of granting such options is to assist the Company in compensating, attracting,

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retaining and motivating the Directors of the Company and to closely align the personal interests of such persons to that of the shareholders

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Directors who are not Named Executive Officers:

	Option-Based Awards	Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
						Market or
	Number of				Number of	Payout Value
	Securities			Value of	Shares Or	Of Share-
	Underlying			Unexercised	Units Of Shares	Based Awards
	Unexercised	Option	Option	In-The-Money	That Have Not	That Have Not
	Options	Exercise Price	Expiration	**Options **	Vested	Vested
Director Name	(#)	($)	Date	($)	(#)	($)
Jurgen Wolf	Nil	Nil	Nil	Nil	Nil	Nil
Huitt Tracey	Nil	Nil	Nil	Nil	Nil	Nil
Keturah Nathe	Nil	Nil	Nil	Nil	Nil	Nil

Incentive Plan Awards - Value Vested or Earned During the Year

No incentive stock options were exercised by the Company’s directors during the financial years ended August 31, 2019 and 2020. Accordingly, no value was earned by the directors as a result of option exercise.

The value vested or earned during the completed financial years ended August 31, 2019 and 2020 of incentive plan awards granted to Directors who are not Named Executive Officers are as follows:

Director Name			Non-Equity Incentive
	Option-Based Awards	Share-Based Awards -	Plan Compensation -
	- Value Vested	Value Vested	Value Earned
	During The Year (1)	During The Year (2)	During The Year(3)
	($)	($)	($)
Jurgen Wolf	Nil	Nil	N/A
Huitt Tracey	Nil	Nil	N/A
KeturahNathe	Nil	Nil	N/A

(1) This amount is the dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date, computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. Not required

(2) This amount is the dollar value realized computed by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

(3) For fiscal years ended August 31, 2019 and August 31, 2020.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (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	23,000,000	$0.16	7,263,077
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	23,000,000	$0.16	7,263,077

Material Terms of Rolling Stock Option Plan

The Company has in place a 10% Rolling Stock Option Plan that was last ratified and approved by shareholders at the Annual General Meeting held February 26, 2019 and last approved by the Exchange on March 7, 2019.

Under the Plan, options are exercisable over periods of up to 10 years as determined by the Board of Directors and are required to have an exercise price no less than the closing market price of the Company's shares on the trading day immediately preceding the day on which the Company announces the grant of options (or, if the grant is not announced, the closing market price prevailing on the day that the option is granted), less the applicable discount, if any, permitted by the policies of the Exchange and approved by the Board of Directors. Pursuant to the Plan, the Board of Directors may from time to time authorize the issue of options to directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The maximum number of common shares which may be issued pursuant to options previously granted and those granted under the Plan will be 10% of the issued and outstanding common shares at the time of the grant. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed (without disinterested shareholder approval) 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant. The Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion.

The Plan also contains the following provisions:

1. If a change of control (as defined in the Plan) occurs, or if the Company is subject to a take-over bid, all shares subject to stock options shall immediately become vested and may thereupon be exercised in whole or in part by the option holder. The Board may also accelerate the expiry date of outstanding stock options in connection with a take-over bid.

2. The Plan contains adjustment provisions with respect to outstanding options in cases of share reorganizations, special distributions and other corporation reorganizations including an arrangement or other transaction under which the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company or securities of another company.

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• On the death or disability of an option holder, all vested options will expire at the earlier of 365 days after the date of death or disability and the expiry date of such options. Where an optionee is terminated for cause, any outstanding options (whether vested or unvested) are cancelled as of the date of termination. If an optionee retires or voluntarily resigns or is otherwise terminated by the Company other than for cause, then all vested options held by such optionee will expire at the earlier of (i) the expiry date of such options and (ii) the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee ceases its office, employment or engagement with the Company.

• If pursuant to the operation of an adjustment provision of the Plan, an optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the optionee's options under the Plan (the "Subject Options"), the New Options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Plan relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph above (the "Termination Provisions"); (iii) if the optionee becomes an eligible person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to the Termination Provisions; and (iv) the date that is two (2) years after the optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board of Directors.

• In accordance with good corporate governance practices and as recommended by National Policy 51-201 Disclosure Standards , the Company imposes black-out periods restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the board of directors. In order to ensure that holders of outstanding stock options are not prejudiced by the imposition of such black-out periods, any outstanding stock options with an expiry date occurring during a management imposed black-out period or within five days thereafter will be automatically extended to a date that is 10 trading days following the end of the black-out period.

Refer to “Particulars of Other Matters to be Acted Upon – Approval and Ratification of 10% Rolling Stock Option Plan” herein.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at February 22, 2021, there was no indebtedness outstanding of any current or former Director, executive officer or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or which is owing to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise .

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

• (i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or

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• (ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries,

in relation to a securities purchase program or other program.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries, except for Richard Kern, President and CEO of the Company, who is the owner of a private company that entered into a Property Option Agreement with the Company on December 8, 2015 (refer to the Company’s News Release dated December 9, 2015) and Richard Barnett, CFO of the Company, and of St-Georges EcoMining Corp. (a public company on the TSX-V), which has entered into an Exclusive Licensing Agreement for Nevada Lithium Operations with the Company (refer to the Company’s News Releases dated December 7, 2017 and April 4, 2018).

APPOINTMENT OF AUDITORS

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the reappointment of Davidson & Company LLP, Chartered Professional Accountants as the auditor of the Company, to hold office for the ensuing year at a remuneration to be fixed by the Directors. Davidson & Company LLP were first appointed auditors of the Company on November 19, 2009.

MANAGEMENT CONTRACTS

No management functions of the Company or a subsidiary are performed to any substantial degree by a person other than the Directors or executive officers of the Company or subsidiary. During the last completed financial year, the sum of $80,659 was paid or is payable to Richard Kern, CEO and President, for performing management and geologic functions on behalf of the Company.

CORPORATE GOVERNANCE DISCLOSURE

A summary of the responsibilities and activities and the membership of each of the Committees are set out below.

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these

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guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Company's Board consists of four (4) directors, three of whom are independent based upon the tests for independence set forth in NI 52-110. Jurgen Wolf, Huitt Tracey and Keturah Nathe are independent. Richard Kern is not independent as he is President and CEO of the Company.

Management Supervision by Board

The size of the Company is such that all the Company’s operations are conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. The independent directors are, however, able to meet at any time without any members of management including the non-independent directors being present. Further supervision is performed through the audit committee which is composed of a majority of independent directors who meet with the Company's auditors without management being in attendance.

Participation of Directors in Other Reporting Issuers

The participation of the directors in other reporting issuers is described under the heading "ELECTION OF DIRECTORS" herein.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

1. access to recent, publicly filed documents of the Company, technical reports and the Company's internal financial information; and

2. access to management.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. In 2005 the Company adopted and implemented policies regarding a Code of Integrity and Ethics and Insider Trading, which the Company continues to adhere to. This Code of Integrity and Ethics Policy, which was SEDAR filed on January 4, 2006, is available to view on SEDAR at www.sedar.com.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

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Compensation of Directors and the CEO

The independent directors currently are Jurgen Wolf, Huitt Tracey and Keturah Nathe. These directors have the responsibility for determining compensation for the directors and senior management.

To determine compensation payable, the independent directors review compensation paid for directors and CEOs of companies of similar size and stage of development in the mineral exploration industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the independent directors periodically review the performance of the CEO in light of the Company's objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Board Committees

As the directors are actively involved in the operations of the Company and the size of the Company’s operations does not warrant a larger Board of Directors, the Board has determined that additional committees are not necessary at this stage of the Company’s development.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company’s development.

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.

AUDIT COMMITTEE

Audit Committee

The Company currently has only one committee, being the Audit Committee (the " Committee "). A summary of the responsibilities and activities and the membership of the Committee is set out below.

The Audit Committee's Charter

Mandate

The primary function of the Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.

• Review and appraise the performance of the Company's external auditors.

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• Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

Composition

The Committee must be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

All members of the Company's Committee are financially literate and have a working familiarity with basic finance and accounting practices. For the purposes of the Company's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee are required to be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chairman is elected by the full Board of Directors, the members of the Committee may designate a Chairman by a majority vote of the full Committee membership.

Meetings

The Committee meets at least quarterly , or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer (or individual acting in that capacity, if there is no such position) and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

• (a) Review and update the Charter annually.

• (b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

• (a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.

• (b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.

• (c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

• (d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

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• (e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

• (f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

• (g) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

Financial Reporting Processes

• (a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

• (b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

• (c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

• (d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

• (e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

• (f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

• (g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

• (h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

• (i) Review certification process.

• (j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

The Committee also reviews any related-party transactions.

Composition of the Audit Committee

The following are the members of the Committee:

Huitt Tracey Independent  Financially literate  Jurgen Wolf Independent  Financially literate  Keturah Nathe Independent  Financially literate 

(1) As defined by National Instrument 52-110 (" NI 52-110 ").

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Relevant Education and Experience

Jurgen Wolf: Mr. Wolf has been self-employed for over 57 years, and has been a director and/or officer and member of audit committee for several public companies (see "Election of Directors" above for a list) for the past 26 years.

Huitt Tracey : Mr. Tracey was formerly a licensed stock broker with Haywood Securities and Jones Gable in Vancouver, B.C. for a period of 13 years, and he has previously served as a director and/or officer of several public companies.

Keturah Nathe : Ms. Nathe is currently the CEO and President of American Biofuels Inc., listed on the TSX Venture Exchange, and CEO and President of Anquiro Ventures Ltd., a CPC listed on the TSX Venture Exchange. Ms. Nathe has an 13 year career in the finance and management industry, which includes corporate finance, mergers and acquisitions, corporate development, corporate management as a director and officer.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Company is relying upon the exemption in Section 6.1 of NI 52-110 (Venture Issuers) .

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "External Auditors".

External Auditor Service Fees (By Category)

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

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
August 31, 2020	$44,050	Nil	$3,000	Nil
August 31, 2019	$44,031	Nil	$3,000	Nil
August 31, 2018	$46,834	$770	$3,000	Nil

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.

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PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

A. Approval and Ratification of Stock Option Plan

The Board of Directors of the Company implemented a 10% Rolling stock option plan (the “Plan”), which was last accepted for filing by the Exchange on March 7, 2019 and was last approved by the shareholders of the Company on February 26, 2019.

The number of common shares which may be issued pursuant to options previously granted and those granted under the Plan is a maximum of 10% of the issued and outstanding common shares at the time of the grant. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities nor is a consultant. Under Exchange policy, all such rolling stock option plans which set the number of common shares issuable under the Plan at a maximum of 10% of the issued and outstanding common shares must be approved and ratified by shareholders on an annual basis.

Therefore, at the Meeting, shareholders will be asked to pass a resolution in the following form:

"RESOLVED, AS AN ORDINARY RESOLUTION, that:

1. the Company approve and ratify, subject to regulatory approval, the Stock Option Plan of the Company (the “ Stock Option Plan ”), as more particularly described in the Information Circular of the Company dated February 25, 2021, pursuant to which the directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of the grant, with a maximum of 5% of the Company’s issued and outstanding shares being reserved to any one person on a yearly basis;

2. the Board of Directors of the Company be authorized to make any changes to the Stock Option Plan as may be required or permitted by the TSX Venture Exchange; and

3. any director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing.”

The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to ten years as determined by the Board of Directors of the Company and are required to have an exercise price no less than the closing market price of the Company’s shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the Exchange. Pursuant to the Plan, the Board of Directors may from time to time authorize the issue of options to directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion. The Plan provides that if a

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change of control, as defined therein, occurs, all shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

The full text of the Plan is available for viewing up to the date of the Meeting at the Company's offices at Suite 303, 595 Howe Street, Vancouver, British Columbia, and will also be available for review at the Meeting.

Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote for the approval and ratification of the Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at Suite 303, 595 Howe Street, Vancouver, British Columbia, V6C 2T5 to request copies of the Company’s financial statements and MD&A.

Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 25th day of February, 2021.

APPROVED BY THE BOARD OF DIRECTORS

“ Richard Kern ”

Richard Kern, President and CEO

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