GOODBRIDGE CAPITAL CORP.
Suite 1500, 1055 W. Georgia St.
Vancouver, British Columbia V6E 4N7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the shareholders of Goodbridge Capital Corp. (the "Corporation") will be held on February 11, 2025, at the hour of 10:00am (Eastern time), at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 for the following purposes:

to receive and consider the audited consolidated financial statements of the Corporation for the years ended March 31, 2024 and 2023 and the respective report of the auditors thereon;
to pass, with or without variation, an ordinary resolution fixing the number of directors of the Corporation at four (4);
to elect the directors of the Corporation that will (i) hold office until the earlier of the next annual meeting of the Corporation or completion of a proposed transaction between the Corporation and IDEX Metals Corp. (the "Proposed Transaction"); and (ii) thereafter, to hold office conditional on and effective following the closing of the Proposed Transaction (the "Proposed Transaction Election of Directors") until the earlier of the next annual meeting of the Corporation, or until their successors are elected or appointed;
to appoint the auditors of the Corporation and to authorize the directors to fix their remuneration;
to consider, and if deemed advisable, to (i) pass with or without variation, an ordinary resolution of shareholders approving the stock option plan of the Company (the "Stock Option Plan"); and (ii) thereafter, pass an ordinary resolution approving the adoption of the Corporation's omnibus incentive plan (the "Omnibus Incentive Plan") to be effective following the closing of the Proposed Transaction; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his duly executed form of proxy with the Corporation's transfer agent and registrar, Odyssey Trust Corporation Inc. ("Odyssey"), at 350-409 Granville St, Vancouver, British Columbia, V6C 1T2 not later than 10:00 a.m. (Eastern time) on February 7, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Corporation has by resolution fixed the close of business on December 24, 2024 as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual general and special meeting. Additional information about the Corporation and its consolidated financial statements are also available on the Corporation's profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 8th day of January, 2025.

BY ORDER OF THE BOARD

"Anthony Viele" (signed)
Chief Executive Officer

GOODBRIDGE CAPITAL CORP.
Suite 1500, 1055 W. Georgia St.
Vancouver, British Columbia V6E 4N7

MANAGEMENT INFORMATION CIRCULAR
As at January 8, 2025

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF GOODBRIDGE CAPITAL CORP. (the "Corporation") of proxies to be used at the annual general and special meeting of shareholders of the Corporation to be held on February 11, 2025 at the hour of 10:00am (Eastern time) at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2, and at any adjournment or postponement thereof (the "Meeting") for the purposes set out in the enclosed notice of meeting (the "Notice"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Corporation's proxy solicitation materials (the "Meeting Materials") to the beneficial owners of the common shares of the Corporation (the "Common Shares") held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice.

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Corporation's registrar and transfer agent as a registered holder of Common Shares (each a "Registered Shareholder") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Corporation's transfer agent and registrar, Odyssey Trust Corporation Inc. (the "Transfer Agent"), not later than 10:00 a.m. (Eastern time) on February 7, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

| By Mail: | Trader’s Bank Building
702, 67 Yonge Street
Toronto ON M5E 1J8 |
| --- | --- |
| Facsimile: | Attention of the Proxy Department at 1-800-517-4553 (toll-free within Canada and the U.S.) or
416-263-9524 (international) |
| By Email: | [email protected] |

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it by: (a) depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, by electronic signature, to (i) the registered office of the Corporation, located at Suite 1500, 1055 W. Georgia St., Vancouver, British Columbia V6E 4N7, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders of the Corporation do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a non-registered holder (each a "Non-Registered Holder") are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Corporation or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common

Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Corporation's OBOs can expect to be contacted by their Intermediary. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a "VIF"). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Corporation as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. As of December 24, 2024 (the "Meeting Record Date"), there were a total of 4,082,000 Common Shares issued and outstanding. Each Common Share outstanding on the Meeting Record Date carries the right to one vote at the Meeting.

Only Registered Shareholders as of the Meeting Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each Common Share held.

To the knowledge of the Corporation's directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, other than as set forth below:

Name(1)	Number of Common Shares	Percentage of Issued and Outstanding Common Shares
Anthony Viele	500,000	12.2%
Magaly Bianchini	500,000	12.2%
Terry Christopher	500,000	12.2%
Thomas Christoff	500,000	12.2%

Notes:
(1) The above information is based upon information supplied by the Transfer Agent and the Corporation's management.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

Except as set out under the heading "Particulars of Matters to be Acted Upon" below, no director or executive officer of the Corporation who was a director or executive officer at any time since the beginning of the Corporation's last financial year, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the directors of the Corporation (the "Board"), the matters to be brought before the Meeting are those matters set forth in the accompanying Notice.

PRESENTATION OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the years ended March 31, 2024 and 2023 and the respective report of the auditors thereon will be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The consolidated financial statements and additional information concerning the Corporation are available under the Corporation's profile at www.sedarplus.ca.

ELECTION OF DIRECTORS

Incumbent Directors

The Board currently consists of four directors to be elected annually. The Board determined that four (4) directors will be nominated at the Meeting. At the Meeting, shareholders will be asked to approve an ordinary resolution that the number of directors elected be fixed at four (4). The following table states the names of the persons nominated by management for election as directors, any offices with the Corporation currently held by them, their principal occupations or employment, the period or periods of service as directors of the Corporation and the approximate number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date thereof.

Name, province or state and country of residence and position, if any, held in the Corporation	Principal Occupation	Served as Director of the Corporation since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}	Percentage of Voting Shares Owned or Controlled
Anthony Viele
Ontario, Canada
Chief Executive Officer and Director	Self Employed, Business Consultant	February 7, 2022	500,000	12.2%
Magaly Bianchini^{(2)}
Ontario, Canada
Chief Financial Officer, Corporate Secretary and Director	Self-Employed, Real Estate Developer	February 7, 2022	500,000	12.2%
Terry Christopher^{(2)}
Nova Scotia, Canada
Director	President, Chief Executive Officer and Director of Zonte Metals Inc.	February 7, 2022	500,000	12.2%
Thomas Christoff^{(2)}
British Columbia, Canada
Director	Independent Construction Consultant and Project Manager	February 7, 2022	500,000	12.2%

The term of office of each director will be from the date of the annual meeting of the shareholders of the Corporation at which they are elected until the earlier of the next annual meeting of the shareholders of the Corporation or completion of the Proposed Transaction between the Corporation and IDEX Metals Corp.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Proposed Transaction Election of Directors

At the Meeting, the Shareholders will be asked to approve the election of the directors of the Corporation effective upon completion of the Proposed Transaction.

The following table sets forth the names of the four persons proposed to be nominated for election as a director conditional on and effective upon completion of the Proposed Transaction (the "Proposed Transaction Director Nominees"), all positions and offices in the Corporation presently held by such nominee, each nominee's municipality of residence, principal occupation at the present and during the preceding five years, the period during which such nominee has served as a director, and the number and percentage of Common Shares of the Corporation that the

nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Record Date.

Name, province or state and country of residence and position, if any, held in the Corporation	Principal Occupation and Positions Held During the Last Five Years^{(4)}	Served as Director of the Corporation since^{(2)}	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present^{(1)(4)}	Percentage of Voting Shares Owned or Controlled
Clayton Fisher
Ontario, Canada	CEO of IDEX Metals Corp. since March 2022; CEO and CFO of Logica Ventures Corp. since March 2023; CFO of Discovery Harbour Resources Corp. since November 2023; Founder and CEO of 3EB Ventures Ltd. since 2019; Investment Advisor at Raymond James Ltd. from 2017 to 2019.	Proposed Nominee	Nil	Nil
Jonathan Dewdney
Ontario, Canada	Corporate advisory professional	Proposed Nominee	50,000	1.2%
Simon Dyakowski
Ontario, Canada	Chief Executive Officer of Aztec Minerals	Proposed Nominee	Nil	Nil
Anne LaBelle
British Columbia, Canada	President & Chief Executive Officer of Sterling Green Law Corporation	Proposed Nominee	Nil	Nil

Notes:
(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the respective Proposed Transaction Director Nominees.
(2) Compositions of the committees will be determined by the Board following the completion of the Proposed Transaction.
(3) The principal occupations during the past five years for each of the Proposed Transaction Director Nominees who were not elected to their present term by the Shareholders of the Corporation is set out below:

Clayton Fisher – Mr. Fisher has over 15 years of experience in the capital markets sector. Mr. Fisher has held integral positions as CEO, director, and strategic advisor for private and public corporations, with a primary focus on advancing mining ventures. His leadership and navigation of complex market landscapes have consistently driven sustainable growth and maximized shareholder value. With a sophisticated understanding of the mining sector, Mr. Fisher now provides corporate advisory services to integrated early stage companies. Mr. Fisher holds an Economics and Finance Degree from the University of Victoria.

Jonathan Dewdney – Mr. Dewdney is the CEO of Crowsnest Advisory Services, a company which provides M&A and other strategic advice to mineral exploration companies. Mr. Dewdney is a co-founder of IDEX and serves as the Chief Executive Officer of CuQuest Resources, a mineral exploration company focused on exploring the Yuma King copper-gold project in Arizona. Mr. Dewdney holds a BCom in Finance from McGill University.

Simon Dyakowski – Mr. Dyakowski brings over 12 years of corporate development and capital markets experience, with an expertise in strategic planning and execution, financing, and marketing of exploration companies. He is currently the Chief Executive Officer of Aztec Minerals. Mr. Dyakowski holds an MBA from the University of British Columbia, is a CFA charter holder and holds an undergraduate finance degree from the University of Western Ontario.

Anne Labelle – Ms. Labelle is a geologist, lawyer, and corporate director, working in mineral exploration and development since the mid-1990s. Ms. LaBelle is the President & CEO of Sterling Green Law Corporation, a law firm she founded in 2014. Ms. LaBelle was formerly a director of Fiore Gold Ltd., a Nevada gold producer, and played a key role in the sale of the company to Calibre Mining (TSX: CXB) for $151 million (44% premium) in 2022. More recently, Ms. LaBelle was lead director of HighGold Mining Inc., an Alaska-

based explorer, until completion of the company’s sale to Contango Ore (NYSE: CTGO) for $51 million (59% premium) in 2024. Ms. LaBelle is a seasoned mining company executive with deep experience in US projects and she was responsible for managing all aspects of the legal, sustainability and regulatory affairs of Perpetua Resources (Nasdaq: PPTA) (formerly Midas Gold Corp.) and the Stibnite Gold Project in Idaho from 2011 to 2018. Prior to her involvement with US-based projects, Ms. LaBelle was responsible for permitting at Capstone Mining for the Minto Mine in Yukon, Canada. Ms. LaBelle was called to the bar in 2006 in British Columbia, and practiced securities law at Gowling Lafleur Henderson LLP. Ms. Labelle is a graduate of Carleton University, with a B.Sc. (Honours) in Geology, obtained her law degree at the University of British Columbia, and is a member of the Law Society of British Columbia. She holds the ICD.D designation from the Institute of Corporate Directors.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED PROPOSED TRANSACTION DIRECTOR NOMINEES CONDITIONAL ON AND EFFECTIVE FOLLOWING THE CLOSING OF THE PROPOSED TRANSACTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Each Proposed Transaction Director Nominee elected will hold office conditional on and effective following the closing of the Proposed Transaction until the next annual meeting of the shareholders of the Corporation, or until their successor is elected or appointed.

Corporate Cease Trade Orders or Bankruptcies

Other than as described below, no proposed director, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) 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 (collectively an "Order") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Effective at the close of business on September 10, 2020, the shares of Valucap Investments Inc. ("Valucap") were delisted from NEX, for failure to pay their quarterly NEX Listing Maintenance Fee. Since 2021, there are active cease trade orders in place in Ontario, British Columbia and Alberta against Valucap for failing to file continuous disclosure materials. Magaly Bianchini is a director of Valucap.

None of the proposed directors, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director 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.

Personal Bankruptcies

None of the proposed directors have, within the 10 years before the date of this 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 such person.

Penalties and Sanctions

None of the proposed directors have 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 been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

APPOINTMENT OF AUDITORS

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF CHARLTON AND COMPANY, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Charlton and Company, Chartered Accountants, were first appointed as the auditors of the Corporation on February 7, 2022.

APPROVAL OF STOCK OPTION PLAN

The Corporation adopted the Stock Option Plan on August 25, 2022. The complete text of the Stock Option Plan is set out in Appendix “A” to this Circular.

Under the terms of the Stock Option Plan, the Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers and technical consultants to the Corporation and Eligible Charitable Organizations, non-transferable options to purchase Common Shares of the Corporation, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares as at the date of grant of any such option, and that the exercise period does not exceed 10 years from the date of grant.

The number of Common Shares issuable to any individual director or officer will not exceed 5% of the issued and outstanding Common Shares as at the date of grant of such option. The number of Common Shares issuable at any given time to all technical consultants in aggregate will not exceed 2% of the issued and outstanding Common Shares as at the date of grant of such option. The number of Common Shares issuable at any given time to Eligible Charitable Organizations in aggregate will not exceed one percent (1%) of the issued and outstanding Common Shares as at the date of grant of such option.

The term of an option to purchase Common Shares must expire not later than 12 months after the optionee ceases to be a director, official or technical consultant of the Corporation, subject to any earlier expiry date of such option.

The Stock Option Plan is a “rolling” stock option plan and under Policy 4.4 of the TSX Venture Exchange (the “TSXV”), a listed company on the TSXV is required to obtain the approval of its shareholders for a “rolling” stock option plan at each annual meeting of shareholders. Accordingly, shareholders will be asked to approve the following resolution:

"BE IT RESOLVED THAT:

the stock option plan of the Company attached as Appendix “A” in the management information circular dated January 8, 2025, be and it is hereby confirmed and approved."

In accordance with the policies of the TSXV, the Plan must be approved by the majority of votes cast at the Meeting on the resolution.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE PLAN RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

Omnibus Incentive Plan

At the Meeting, disinterested Shareholders will be asked to approve the adoption of an omnibus incentive plan (the “Omnibus Incentive Plan”) effective on completion of the Proposed Transaction, and pass the ordinary resolution set forth below (the “Omnibus Incentive Plan Resolution”). Following the closing of the Proposed Transaction, the Omnibus Incentive Plan is expected to supersede and replace the Stock Option Plan. The complete text of the Omnibus Incentive Plan is set out in Appendix “B” to this Circular and a summary of its material terms is provided below.

Any existing options that were granted prior to the effective date of the Omnibus Incentive Plan pursuant to the Corporation’s existing Stock Option Plan will continue in accordance with their terms. Upon the effective date of the Omnibus Incentive Plan, however, options shall no longer be granted pursuant to the Stock Option Plan.

The purpose of the Omnibus Incentive Plan is to provide an incentive for employees, officers, consultants, directors and management consultants to continue their services for the Corporation or a subsidiary and to reward such participants for their performance of services. The Omnibus Incentive Plan will provide a means through which the Corporation or a subsidiary may attract and retain able persons to enter into its employment or into contractual arrangements.

The Omnibus Incentive Plan will allow the Board to grant stock options and RSUs (the “Awards”), representing the right to purchase one Common Share; and, in the case of RSUs, the right to receive one Common Share, the cash equivalent of one Common Share, or a combination thereof, all as a means to provide incentives to employees, officers, consultants, directors and management consultants of the Corporation and its subsidiaries (the “Eligible Participants”). Awards may be granted at any time and from time to time to achieve the purposes of the Omnibus Incentive Plan set out above. Participation in the Omnibus Incentive Plan is voluntary and, if an Eligible Participant agrees to participate, the grant of Awards will be evidenced by either an option commitment or a RSU Grant Agreement, as applicable, with each such Participant. The interest of any Participant in any Award is non-assignable and non-transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the Participant.

The total number of Common Shares reserved and available for the grant and issuance of options will be a rolling number equal to 10% of the issued and outstanding the Corporation’s issued and outstanding Common Shares, from time to time. The total number of Common Shares reserved and available for the grant and issuance of RSUs shall be a fixed number equal to 10% of the Corporation’s issued and outstanding Common Shares calculated as of the closing of the Proposed Transaction. The Common Shares outstanding on completion of the Proposed Transaction will include the Common Shares held by current shareholders of the Corporation and all Common Shares to be issued in connection with the Proposed Transaction, including all Common Shares issued to former shareholders of IDEX Metals Corp. in connection with the acquisition of IDEX Metals Corp. and any Common Shares issued in connection with any concurrent financing that is completed in connection with the Proposed Transaction.

The material terms of the Omnibus Incentive Plan are as follows:

(i) The term of the options will be fixed by the Board at the time such options are granted, provided that options will not be permitted to exceed a term of ten years.

(ii) The exercise price of the options will be determined by the Board, in its sole discretion, but shall not be less than the minimum price of options permitted by the Exchange.

(iii) The Common Shares to be purchased upon each exercise of an option shall be paid for in full, at the time of such exercise.

(iv) Vesting requirements will apply to options as required by Exchange policies or as may be determined by the Board, in its sole discretion.

(v) Vesting requirements will apply to RSUs as may be determined by the Board, at its sole discretion, provided that RSUs will not vest until a minimum of one (1) year following award of the RSUs has passed, subject to acceleration pursuant to the terms of the Omnibus Incentive Plan, and that the applicable Restriction Period shall not exceed three (3) years.

(vi) A Participant’s Account shall be credited with additional RSUs as of each dividend payment date in respect of which cash dividends are paid on shares, with the number of additional RSUs to be credited to a Participant’s Account computed by dividing: (a) the dividends that would have been paid to such Participant if each RSU in the Participant’s Account on the relevant dividend record date had been one (1) share, by (b) the Fair Market Value (as defined in the Omnibus Incentive Plan) of the shares determined as of the date of payment of such dividend. Any fractional RSUs resulting from such calculation shall be rounded to the nearest whole number.

(vii) Awards under the Omnibus Incentive Plan may not exceed:

a. 10% of the issued and outstanding shares as of the date of grant may be granted to an insider in any 12 month period;

b. 5% of the issued and outstanding shares as of the date of grant may be granted to any one individual in any 12 month period; and

c. 2% of the issued and outstanding shares as of the date of grant may be granted to a consultant, or a person performing investor relations activities, in any 12 month period.

(viii) The maximum number of Common Shares issued to insiders (as a group), at any point in time, under the Omnibus Incentive Plan and all other proposed or established security-based compensation plans, shall not exceed ten percent (10%) of the issued and outstanding shares.

(ix) Investor Relations Service Providers (as defined in the Omnibus Incentive Plan) are eligible pursuant to this Omnibus Incentive Plan to receive only Awards of Options. Investor Relations Service Providers are not eligible to receive RSUs or any Award other than Options.

(x) Any Award granted or issued to a Participant who ceases to be an Eligible Participant under the Omnibus Incentive Plan must expire within a reasonable period, which shall be no later than 12 months following the date that the Participant ceases to be an Eligible Participant, subject to the terms and conditions set out in the Omnibus Incentive Plan.

(xi) Disinterested shareholder approval must be obtained for

a. any change to the maximum number of shares issuable from treasury under the Omnibus Incentive Plan;

b. any amendment which reduces the exercise price of any Award or any cancellation of such Award;

c. any reduction in the exercise price of an outstanding option, if the option holder is an insider;

d. any other amendment to the terms of an outstanding option, if the option holder is an insider;

e. any amendment which extends the expiry date of any Award or the restriction period of any RSU;

f. any amendment which would permit a change to the pool of Eligible Participants, including a change which would have the potential of broadening or increasing participation by insiders of the Corporation;

g. any amendment which increases the maximum number of shares that may be issued or issuable to insiders and associates of such insiders under the Omnibus Incentive Plan or any other proposed security based incentive plan in a one-year period, except in a case of adjustment; and

h. to any amendment of the amendment provisions of the Omnibus Incentive Plan.

(xii) The Board may amend the Omnibus Incentive Plan or any Award at any time subject to shareholder approval as a condition to TSXV acceptance of the amendment. For greater certainty, without limitation, amendments to any of the following provisions of the Omnibus Incentive Plan will be subject to shareholder approval:

a. the Persons eligible to be granted or issued Awards under the Omnibus Incentive Plan;
b. the maximum number or percentage, as the case may be, of shares that may be issuable upon exercise of options or conversion of RSUs under the Omnibus Incentive Plan;
c. the limits under the Omnibus Incentive Plan on the amount of options or RSUs that may be granted or issued to any one Person or any category of Persons (such as, for example, insiders of the Corporation);
d. the method for determining the exercise price of options;
e. the maximum term of any Award;
f. the expiry and termination provisions applicable to any Award, including the addition of a Black-Out Period;
g. include the addition of a net exercise provision; and
h. any method or formula for calculating prices, values or amounts under the Omnibus Incentive Plan that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right (as defined in Exchange policies).

(xiii) Shareholder approval will not be required and the Board may make any changes as it relates to amendments of a general "housekeeping" or clerical nature that correct typographical errors and clarify existing provisions of the Omnibus Incentive Plan, that do not have the effect of altering the scope, nature and intent of such provisions.

(xiv) The number of shares subject to an Award will be subject to adjustment in the event of any reclassification, reorganization, consolidation, merger, reorganization, amalgamation, plan of arrangement, spin-off, dividend payment or recapitalization of the Corporation's Common Shares, subject to prior acceptance of the TSXV.

(xv) The Omnibus Incentive Plan provides for the availability of a cashless exercise or net exercise provision, except for those participants who provide investor relations services, whereby such provisions allow for the exercise of options based on selling a sufficient number of the shares available for issue upon exercise of the options to realize the payment of the exercise price and all applicable withholding obligations.

The aggregate number of Common Shares to all Eligible Charitable Organizations under the Omnibus Incentive Plan and any other proposed or established Security Based Compensation Plans, shall not exceed one percent (1%) of the issued and outstanding Common Shares, calculated at the date a Charitable Stock Option is granted to such Eligible Charitable Organization.

The Omnibus Incentive Plan also provides that the Board, or its appointed committee, determines and the RSU Grant Agreement shall specify, the relevant conditions and vesting provisions, including the Performance Period and Performance Criteria required to achieve vesting. The Board shall also determine the Restriction Period, provided that such Restriction Period shall begin a minimum of one year following the date of the Award of the RSU as specified in the RSU Grant Agreement and such Restriction Period shall have an end date not exceeding three years after the calendar year in which the RSU was granted, subject to the RSU Vesting Determination Date. The RSU Vesting Determination Date must fall after the end of the Performance Period and must be no later than the last day of the Restriction Period. Unless specified otherwise in the RSU Grant Agreement, one-third (1/3) of RSUs awarded

pursuant to the RSU Grant Agreement shall vest on each of the first three anniversaries of the date of grant specified in the RSU Grant Agreement. No RSUs will vest prior to one year from the date of award of such RSU. Acceleration of vesting of RSUs is permitted in connection with the death of the relevant Participant; or in connection with a change of control, take-over bid, reverse-take-over or other similar transaction. If the Corporation does not have a sufficient number of Common Shares reserved for issuance under the Omnibus Incentive Plan, in lieu of issuing Common Shares to settle the RSUs, the Corporation will make payment of a cash amount to the applicable Participant to satisfy such obligations.

The following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Incentive Plan, including termination for cause, resignation, termination other than for cause or cessation, retirement, death and Change in Control (as defined in the Omnibus Incentive Plan), subject to the terms of a participant's employment agreement:

Event	Provisions
Termination for cause	All unexercised vested and unvested Awards shall be terminated on the effective date of the termination as specified in the notice of termination.
Resignation	Forfeiture of all unvested Awards and the earlier of the original expiry date and 90 days after resignation to exercise vested Awards or such longer period as the Board may determine in its sole discretion.
Acceleration of Vesting	Acceleration of vesting is permitted if: (i) a Participant ceases to be an Eligible Participant under the Omnibus Incentive Plan; (ii) the death of the Participant; or (iii) in connection with a Change in Control, take over bid, reverse-take-over or other similar transaction.
Termination other than for cause or cessation	Subject to the terms of the grant or as determined by the Board, upon a Participant’s termination or cessation without cause the number of Awards that may vest is subject to pro-ration over the applicable performance or vesting period and shall expire on the earlier of 90 days after the effective date of termination or the expiry date of the Awards.

Event	Provisions
Retirement	Upon the retirement of a Participant’s employment with the Corporation, any unvested Awards held by the Participant as at the termination date will continue to vest in accordance with the applicable vesting schedule, and all vested Awards held by the Participant at the termination date may be exercised until the earlier of the expiry date of the Awards or six (6) months following the termination date, provided that if the Participant breaches any post-employment restrictive covenants in favour of the Corporation (including non-competition or non-solicitation covenants), then any Awards held by such Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Corporation any “in-the-money” amounts realized upon exercise of Awards following the termination date.
Death	All unvested Awards will vest and may be exercised within 180 days after death.
Change in Control	If the Corporation enters into an agreement relating to a transaction which, if completed, would result in a Change in Control, or otherwise become aware of a pending Change in Control, the board of the Corporation may, in its sole discretion, change the Performance Criteria or accelerate the vesting and/or the expiry date of any or all outstanding Awards to provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards or any grant agreement, such designated outstanding Awards shall be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the Change in Control, provided that the Board shall not, in any case, authorize the exercise of Awards beyond the expiry date of the Awards.

To the extent that the Change in Control would also result in a capital reorganization, arrangement, amalgamation or reclassification of the share capital of the Corporation and the Board does not change the Performance Criteria or accelerate the vesting and/or the expiry date of Awards, the Corporation shall make adequate provisions to ensure that, upon completion of the proposed Change in Control, the number and kind of shares subject to outstanding Awards and/or the exercise price of options shall be appropriately adjusted (including by substituting the Awards for Awards to acquire securities in any successor entity to the Corporation) in such manner as the Board considers equitable to prevent substantial dilution or enlargement of the rights granted to Participants. The Board may make changes to the terms of the Awards or the Omnibus Incentive Plan to the extent necessary or desirable to comply with any rules, regulations or policies of any stock exchange on which any securities of the Corporation may be listed, provided that the value of previously granted Awards and the rights of Participants are not materially adversely affected by any such changes.

In accordance with the terms of the Omnibus Incentive Plan, it is subject to its acceptance for filing by the Exchange and approval by the Corporation’s shareholders. The Board may, subject to Exchange approval, discontinue the Omnibus Incentive Plan at any time without the consent of the Participants, provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Omnibus Incentive Plan.

The Exchange requires listed companies that have “rolling” incentive plans in place (such as the Omnibus Incentive Plan) to receive disinterested shareholder approval to such plans on a yearly basis at the Company’s annual general meeting.

The above summary is qualified in its entirety by the full text of the Omnibus Incentive Plan, which is set out in Schedule “B” to this Circular. The Board encourages Shareholders to read the full text of the Omnibus Incentive Plan before voting on this resolution.

As at the date of this Circular, 408,200 Options were granted under the Stock Option Plan (representing 10% of the Company’s outstanding Common Shares). If the Proposed Transaction is completed and upon the effective date of the Omnibus Incentive Plan, Options shall no longer be granted pursuant to the Stock Option Plan and shall only be granted pursuant to the Omnibus Incentive Plan.

The Board and management of the company recommend the approval of the adoption of the Omnibus Incentive Plan. To be effective, the Omnibus Incentive Plan Resolution must be approved by not less than a majority of the votes cast by the disinterested holders of Common Shares present in person or represented by proxy at the Meeting.

The Board is authorized, in its sole discretion, to determine not to proceed with the adoption of the Omnibus Incentive Plan after the Meeting and after receipt of necessary shareholder and regulatory approvals, without further action on the part of the shareholders. The adoption of the Omnibus Incentive Plan by the Company is also conditional upon the Company obtaining all necessary regulatory consents.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE OMNIBUS INCENTIVE PLAN RESOLUTION. PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE OMNIBUS INCENTIVE PLAN RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE VOTED AGAINST THE OMNIBUS INCENTIVE PLAN RESOLUTION.

The text of the resolution to be passed is set out below:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE DISINTERESTED SHAREHOLDERS OF THE COMPANY, THAT:

the adoption of the omnibus incentive plan (the “Omnibus Incentive Plan”) as attached as Appendix “B” In this management information circular dated January 8, 2025, is hereby approved, ratified and confirmed;
the maximum number of Common Shares which may be issued under the Omnibus Incentive Plan and all other Security Based Compensation Arrangements (as defined in the Omnibus Incentive Plan) of the Company pursuant to awards of stock options shall not exceed 10% of the total number of Common Shares issued and outstanding from time to time on a non-diluted basis;
the maximum number of Common Shares which may be issued under the Omnibus Incentive Plan and all other Security Based Compensation Arrangements (as defined in the Omnibus Incentive Plan) of the Company pursuant to awards of RSUs shall not exceed 10% of the total number of Common Shares issued and outstanding as of the closing of the Company’s proposed acquisition of IDEX Metals Corp., such number not to exceed 6,000,000 Common Shares;
all unallocated options, RSUs, rights and entitlements under the Omnibus Incentive Plan, be and are hereby authorized and approved;
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and empowered to revoke this resolution at any time before it is acted upon and to determine not to proceed with the adoption of the Omnibus Incentive Plan without further approval of the shareholders of the Company; and
any director or officer of the Corporation be, and such director or officer of the Corporation hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such

other documents and instruments, and to do or to cause to be done all such other acts and things, as in the opinion of such director or officer of the Corporation may be necessary or desirable in order to fulfill the intent of the foregoing resolution.”

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Corporation as at March 31, 2024 whose total compensation was more than $150,000 for the financial year of the Corporation ended March 31, 2024 (collectively the "Named Executive Officers") and for the directors of the Corporation.

Summary Compensation Table

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years to the Named Executive Officers and the directors of the Corporation:

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES^{(1)}
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Anthony Viele
Chief Executive Officer and Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Magaly Bianchini
Chief Financial Officer, Corporate Secretary and Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Terry Christopher
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Thomas Christoff
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

Note:
(1) This table does not include any amount paid as reimbursement for expenses.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to any Named Executive Officer or to any director of the Corporation during the most recently completed financial year of the Corporation for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

No compensation securities were exercised by any Named Executive Officer or any director of the Corporation during the most recently completed financial year of the Corporation.

Stock Option Plan and other Incentive Plans

Omnibus Incentive Plan

If the Omnibus Incentive Plan is approved by the shareholders at the Meeting, the Omnibus Incentive Plan will be approved by the Corporation and become effective on completion of the Proposed Transaction.

Stock Option Plan

The purpose of the Stock Option Plan is to, among other things, encourage Common Share ownership in the Corporation by directors, officers, employees and consultants of the Corporation and its affiliates and other designated persons. Options may be granted under the Stock Option Plan only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board.

The number of Common Shares which may be reserved for issue under the Stock Option Plan is limited to 10% of the issued and outstanding number of Common Shares as at the date of the grant of Options. As at the date hereof, 408,200 Options have been issued and nil Options are still available for issue.

Any Common Shares subject to a stock option which is exercised, or for any reason is cancelled or terminated prior to exercise, will be available for a subsequent grant under the Stock Option Plan. The exercise price of any Option cannot be less than the market price of the Common Shares at the time of grant. Stock options granted under the Stock Option Plan may be exercised during a period not exceeding 10 years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an employee, officer, director or consultant of the Corporation or any of its subsidiaries or ceasing to have a designated relationship with the Corporation, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. The stock options are non-transferable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to shareholder approval and regulatory approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan or may terminate the Stock Option Plan at any time. The Stock Option Plan does not contain any provision for financial assistance by the Company in respect of stock options granted under the Stock Option Plan.

The Corporation has no equity compensation plans other than as described in this Circular.

Employment, Consulting and Management Agreements

The Corporation does not have in place any employment agreements between the Corporation or any subsidiary or affiliate thereof and its Named Executive Officers.

There are no employment agreements in place with any of the directors of the Corporation.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board, at the recommendation of the management of the Corporation, determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. For their role as directors of the Corporation, each director of the Corporation who is not a Named Executive Officer may, from time to time, be awarded stock options under the provisions of the Stock Option Plan and the Omnibus Incentive Plan. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

Principles of Executive Compensation

The Corporation believes in linking an individual's compensation to his or her performance and contribution as well as to the performance of the Corporation as a whole. The primary components of the Corporation's executive compensation are base salary and option-based awards. The Board believes that the mix between base salary and incentives must be reviewed and tailored to each executive based on their role within the organization as well as their own personal circumstances. The overall goal is to successfully link compensation to the interests of the shareholders. The following principles form the basis of the Corporation's executive compensation program:

align interest of executives and shareholders;
attract and motivate executives who are instrumental to the success of the Corporation and the enhancement of shareholder value;
pay for performance;
ensure compensation methods have the effect of retaining those executives whose performance has enhanced the Corporation's long term value; and
connect, if possible, the Corporation's employees into principles 1 through 4 above.

The Board is responsible for the Corporation's compensation policies and practices. The Board has the responsibility to review and make recommendations concerning the compensation of the directors of the Corporation and the Named Executive Officers. The Board also has the responsibility to make recommendations concerning annual bonuses and grants to eligible persons under the Stock Option Plan and Omnibus Incentive Plan. The Board also reviews and approves the hiring of executive officers.

As of the date of this Circular, the Board had not, collectively, considered the implications of any risks associated with policies and practices regarding compensation of its directors or executive officers.

The Corporation does not prohibit its Named Executive Officers or directors from purchasing financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officers or directors.

Base Salary

The Board approve the salary ranges for the Named Executive Officers. The base salary review for each Named Executive Officer is based on assessment of factors such as current competitive market conditions, compensation levels within the peer group and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. Comparative data for the Corporation's peer group is also accumulated from a number of external sources including independent consultants. The Corporation's policy for determining salary for executive officers is consistent with the administration of salaries for all other employees.

Annual Incentives

The Corporation is not currently awarding any annual incentives by way of cash bonuses. However, the Corporation, in its discretion, may award such incentives in order to motivate executives to achieve short-term corporate goals. The Board approves annual incentives.

The success of Named Executive Officers in achieving their individual objectives and their contribution to the Corporation in reaching its overall goals are factors in the determination of their annual bonus. The Board assesses each Named Executive Officers' performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Corporation that arise on a day to day basis. This assessment is used by the Board in developing its recommendations with respect to the determination of annual bonuses for the Named Executive Officers.

Compensation and Measurements of Performance

It is the intention of the Board to approve targeted amounts of annual incentives for each Named Executive Officer at the beginning of each financial year. The targeted amounts will be determined by the Board based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day to day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named

Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board's assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Corporation currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Stock Option Plan and the Omnibus Incentive Plan.

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Corporation.

Termination and Change of Control Benefits

The Corporation does not have in place any pension or retirement plan. The Corporation has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Corporation in connection with or related to the retirement, termination or resignation of such person. The Corporation has not provided any compensation to such persons as a result of a change of control of the Corporation, its subsidiaries or affiliates.

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The Corporation has in place the Omnibus Incentive Plan and the Stock Option Plan. Pursuant to the Omnibus Incentive Plan and the Stock Option Plan, the maximum aggregate number of Common Shares that may be reserved for issue pursuant to the Omnibus Incentive Plan and the Stock Option Plan collectively will not exceed 10% of the number of the outstanding Common Shares at the time of the stock option or RSU grant.

The following table sets forth information with respect to all compensation plans of the Corporation under which equity securities are authorized for issuance as of March 31, 2024:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#)	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Securities remaining available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved by securityholders(1)	408,200	0.08	Nil
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	408,200	0.08	Nil

Notes:
(1) As at the Record Date, an aggregate of 408,200 Common Shares, representing 10% of the currently outstanding number of Common Shares, may be reserved for issue under the Stock Option Plan, of which 408,200 stock options are issued and outstanding. Accordingly, nil Common Shares remain available for future issue under the Omnibus Incentive Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise disclosed in this Circular, no director, executive officer or principal shareholder of the Corporation, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year end or in any proposed transaction that has materially affected or will materially affect the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Corporation or person who acted in such capacity in the last financial year of the Corporation, or any other individual who at any time during the most recently completed financial year of the Corporation was a director of the Corporation or any associate of the Corporation, is indebted to the Corporation, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

National Instrument 52-110 – Audit Committees ("NI 52-110") requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer's annual meeting. The Corporation is a "venture issuer" for the purposes of NI 52-110.

Audit Committee Charter

The full text of the charter of the Corporation's Audit Committee is attached hereto as Appendix "C" (the "Audit Committee Charter").

Composition of the Audit Committee

The current Audit Committee members are Terry Christopher (Chair), Thomas Christoff and Magaly Bianchini, each of whom is a director and financially literate. Mr. Christopher and Mr. Christoff are independent in accordance with NI 52-110.

Relevant Education and Experience

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Corporation to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Terry Christopher, Director

Mr. Christopher is the President and Chief Executive Officer of Zonte Metals Inc. (ZON-TSXV). Mr. Christopher was a director of CT Developers Ltd. (DEV.P-TSXV), a Capital Pool Company that recently completed its Qualifying Transaction with Magna Metals. Prior to May 31, 2016, he was a director of Asher Resources Corporation (ACN-TSXV), now Drone Delivery Canada (FLT-TSXV). He also served as a director of Rhino Resources Inc. (RHI-TSXV) from October 2007 until that company completed its Qualifying Transaction with Immunovaccine Inc. in November 2009, now known as IMV Inc. (IMV-TSXV). Mr. Christopher was the Chief Geoscientist for Nayarit Gold Inc. (NYG-TSXV) from 2007 to 2010 and for Linear Gold Corp., a mineral exploration company, from 2004 until 2007. Mr. Christopher has a Ph.D. in Geochemistry and a B.Sc. (Hons) in Geology from the Department of Earth Sciences, Memorial University of Newfoundland.

Thomas Christoff, Director

Mr. Christoff is a director of DeepRock Minerals Inc. He has held senior executive, director and ownership positions in various companies throughout the world. Mr. Christoff has a strong combination of both finance and marketing strengths with decades of experience in construction projects and large infrastructure projects. Mr. Christoff obtained an MBA from the Rotman School of Business University of Toronto in 1980.

Magaly Bianchini, Chief Financial Officer, Corporate Secretary and Director

Ms. Bianchini is an independent businesswoman involved in various land and renewable energy development projects. Since July 1989 to March 2009, she has been an officer and director of Leader Capital Corp., a company engaged in the acquisition of land for the purpose of development and sale. Leader Capital Corp. was publicly traded on the TSXV. Ms. Bianchini has also served as director of Valucap Investments Inc. Ms. Bianchini received her Bachelor of Arts degree from the University of Toronto.

Audit Committee Oversight

Since the commencement of the Corporation's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on:

the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Corporation's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Corporation, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit);
the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if a circumstance arises that affects the business or operations of the Corporation and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Corporation);
the exemption in subsection 6.1.1(5) (Events Outside Control of Member) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if an Audit Committee member becomes a control person of the Corporation or of an affiliate of the Corporation for reasons outside the member's reasonable control);

the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or
an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

The Corporation is a "venture issuer" for the purposes of NI 52-110. Accordingly, the Corporation is relying upon the exemption in section 6.1 of NI 52-110 providing that the Corporation is exempt from the application of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Corporation for professional services rendered to the Corporation during the fiscal years ended March 31, 2024 and March 31, 2023:

	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended March 31, 2024	$11,000	Nil	Nil	Nil
Year ended March 31, 2023	$10,000	Nil	Nil	Nil

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Corporation's annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice.

REPORT ON GOVERNANCE

The Corporation believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the "Governance Guidelines") of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Corporation's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. The Corporation will continue to review and implement corporate governance guidelines as the business of the Corporation progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Corporation's approach to governance and outlines the various procedures, policies and practices that the Corporation and the Board have implemented.

Board of Directors

The Board is currently composed of four directors. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) ("Form 58-101F2") requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Corporation by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer. Accordingly, of the proposed director nominees, Mr. Christopher and Mr. Christoff are considered to be "independent". In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Directorships

The following table sets forth the directors and proposed directors of the Corporation who currently hold directorships with other reporting issuers:

Name of Director	Reporting Issuer
Magaly Bianchini	Bigstack Opportunities I Inc, Valucap Investments Inc.
Terry Christopher	Zonte Metals Inc.
Thomas Christoff	DeepRock Minerals Inc.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board's continuing education is typically derived from correspondence with the Corporation's legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically board members have been nominated who are familiar with the Corporation and the nature of its business.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having at least two of its Board members independent of corporate matters.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Other Board Committees

The Board not established any committees other than the Audit Committee.

Assessments

Currently the Board has not implemented a formal process for assessing directors.

OTHER MATTERS

The management of the Corporation knows of no other matters to come before the Meeting other than as set forth in the Notice. However, if other matters which are not known to management should properly come before the Meeting, the accompanying instrument of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional Information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca.

Shareholders may contact the Corporation at its office by mail at the address set out below to request copies of: (i) this Circular; and (ii) the Corporation's consolidated financial statements and the related Management's Discussion and Analysis (the "MD&A") which will be sent to the shareholder without charge upon request. Financial information is provided in the Corporation's consolidated financial statements and MD&A for its financial years ended March 31, 2024 and 2023.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved by the Board.

DATED at Toronto, Ontario this 8th day of January, 2025.

BY ORDER OF THE BOARD

Chief Executive Officer and Director

APPENDIX A

GOODBRIDGE CAPITAL CORP.

STOCK OPTION PLAN

GOODBRIDGE CAPITAL CORP.
(the “Company”)

AMENDED AND RESTATED SHARE OPTION PLAN

ARTICLE 1
PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies (or, if applicable, NEX Policies) and any inconsistencies between this Plan and TSX Venture Policies (or, if applicable, NEX Policies) will be resolved in favour of the latter.

Definitions

1.2 In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

(b) Associate has the meaning set out in the Securities Act;

(c) Black-out Period means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject);

(d) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

(e) Capital Pool Company has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

(f) Change of Control includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

(i) any one Person holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or resulting company, or,

(ii) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor,

where such Person or combination of Persons did not previously hold a sufficient number of voting shares to materially affect control of the Company or its successor and, in the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or resulting company is deemed to materially affect control of the Company or resulting company;

(g) Common Shares means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture (or, NEX, as the case may be), or, in the case of a Capital Pool Company that is a trust, means single voting trust units of the issuer;

(h) Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law;

(i) Completion of a Qualifying Transaction has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

(j) Consultant means an individual or Consultant Company, other than an Employee, Officer or Director that:

(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and

(iv) has a relationship with the Company or an Affiliate of the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;

(k) Consultant Company means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(l) Directors means the directors of the Company as may be elected from time to time;

(m) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(n) Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

(o) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

(p) Effective Date for an Option means the date of grant thereof by the Board;

(q) Employee means:

(i) an individual who is considered an employee under the Income Tax Act Canada (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Company or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

(r) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(s) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms thereof;

(t) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

(u) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

(v) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(w) IPO means the initial public offering of the Company;

(x) IPO Shares means the Common Shares offered to the public pursuant to the IPO;

(y) Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

(z) Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(aa) NEX means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;

(bb) NEX Issuer means a company listed on NEX;

(cc) NEX Policies means the rules and policies of NEX as amended from time to time;

(dd) Officer means a Board appointed officer of the Company;

(ee) Option means the right to purchase Common Shares granted hereunder to a Service Provider;

(ff) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule A attached hereto;

(gg) Optioned Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time after closing of the IPO;

(hh) Optionee means the recipient of an Option hereunder;

(ii) Outstanding Shares means the number of issued and outstanding Common Shares of the Company from time to time after closing of the IPO;

(jj) Participant means a Service Provider that becomes an Optionee;

(kk) Person includes a company, any unincorporated entity, or an individual;

(ll) Plan means this share option plan, the terms of which are set out herein or as may be amended;

(mm) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

(nn) Qualifying Transaction has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

(oo) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;

(pp) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(qq) Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, technical Consultant or technical Consultant Company, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(rr) Share Compensation Arrangement means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;

(ss) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting;

(tt) Take Over Bid means a take over bid as defined in Multilateral Instrument 62-104 (Take-over Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;

(uu) TSX Venture means the TSX Venture Exchange and any successor thereto; and

(vv) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, NEX Policies).

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2

SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2 In accordance with TSX Venture Policies and, if applicable, NEX Policies, during the time in which the Company is a Capital Pool Company and until the Completion of a Qualifying Transaction, the maximum number of Plan Shares that may be reserved for issuance may not exceed 10% of the Common Shares outstanding at the time Plan Shares are reserved for issuance as a result of the grant of an Option. After the Company is listed as a Tier 1 or Tier 2 issuer on the TSX Venture, the maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).

Eligibility

2.3 Subject to §2.7, Options to purchase Common Shares may be granted hereunder to Service Providers of the Company, or its affiliates, from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained. The Company must issue a news release at the time of grant of Options to Insiders and Service Providers engaged in Investor Relations Activities.

Options Granted Under the Plan

2.4 All Options granted under the Plan will be evidenced by an Option Commitment in the form attached as Schedule A, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

General Limitations on Issue

2.6 Subject to §2.11, the following restrictions on issuances of Options are applicable under the Plan:

(a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in any 12 month period after closing of the IPO, exceeding 5% of the Outstanding Shares, unless the Company has obtained Disinterested Shareholder Approval to do so;

(b) in accordance with section 6.3 of the TSX Venture Policies 2.4, as long as the Company remains a Capital Pool Company, the Company shall not grant any options to Service Providers conducting Investor Relations Activities. Upon Completion of a Qualifying Transaction, and the Company is no longer a Capital Pool Company, the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture (or NEX, as the case may be);

(c) the aggregate number of Options granted to any one technical Consultant in any 12 month period after closing of the IPO cannot exceed 2% of the Outstanding Common Shares, calculated at the time of grant, without the prior consent of the TSX Venture; and

(d) the aggregate number of Options granted to all Eligible Charitable Organizations (as defined in the TSX Venture Policies) may not exceed 1% of the Outstanding Shares.

Capital Pool Company Restrictions

2.7 As long as the Company is classified as a Capital Pool Company, the terms and conditions of the Plan will remain subject to the following specific restrictions:

(a) Options granted by the Capital Pool Company may only entitle the Service Provider to acquire Common Shares of the Capital Pool Company. Options may only be granted to a director or officer of the Capital Pool Company, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in Policy 2.4 of the TSX-V) or the Target Company (as defined in Policy 2.4 of the TSX-V), as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant. The total number of Common Shares reserved for issuance pursuant to Options may not exceed 10% of the Common Shares outstanding at the time Plan Shares are reserved for issuance as a result of the grant of an Option. No Options may be granted unless the Optionee first enters into a CPC Escrow Agreement (as defined in the TSX Venture Policies), pursuant to which the Optionee agrees to deposit the Options, and the Common Shares that may be acquired pursuant to the exercise of such Options, into escrow as described in Part 10 of Policy 2.4 of the TSX-V;

(b) The number of Common Shares reserved for issuance pursuant to Options to any individual director or officer may not exceed 5% of the Common Shares outstanding as at the closing of the IPO. The number of Common Shares reserved for issuance pursuant to Options to all technical consultants may not exceed 2% of the Common Shares

outstanding as at the closing of the IPO. Options granted by a Capital Pool Company are subject to the percentage limitations set forth in Policy 4.4 of the TSX-V;

(c) The Capital Pool Company is prohibited from granting Options to any person providing Investor Relations Activities (as defined in the TSX Venture Policies), promotional or market-making services;

(d) The exercise price per Common Share under any Option granted by a Capital Pool Company prior to the closing of the IPO cannot be less than the lowest price at which Seed Shares (as defined in the TSX Venture Policies) were issued by the Capital Pool Company;

(e) Options granted by the Capital Pool Company must be granted in compliance with Policy 4.4 of the TSX-V and Policy 2.4 of the TSX-V; and

(f) Options granted to any Optionee that does not continue as a director, officer, technical consultant or employee of the Resulting Issuer, have a maximum term of the later of 12 months after the Completion of the Qualifying Transaction and 90 days after the Optionee ceases to become a director, officer, technical consultant or employee of the Resulting Issuer (as defined in Policy 2.4 of the TSX-V).

Options Not Exercised

2.8 In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.

Powers of the Board

2.9 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Common Shares for issuance in connection with the exercise of Options;

(b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company's tier classification thereunder; and

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the

duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of the Plan by the Board of Directors

2.10 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan or any Option granted as follows:

(a) it may make amendments which are of a typographical, grammatical or clerical nature only;

(b) it may change the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSX Venture, if applicable;

(c) it may change the termination provision of an Option granted hereunder which does not entail an extension beyond the original Expiry Date of such Option;

(d) it may make amendments necessary as a result in changes in securities laws applicable to the Company;

(e) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and

(f) it may make such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers.

Amendments Requiring Disinterested Shareholder Approval

2.11 The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Plan, together with all of the Company’s other previous Share Compensation Arrangements, could result at any time in:

(i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;

(ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or,

(iii) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares;

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(b) any reduction in the Exercise Price of an Option previously granted to an Insider; or
(c) any extension of the term of an Option previously granted to an Insider.

Options Granted Under the Company’s Previous Share Option Plans

2.12 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions thereof.

Plan Subject to TSX Venture Policies

2.13 The Plan is subject to TSX Venture Policies and during the time in which the Company is a Capital Pool Company and until the completion of the Qualifying Transaction, the Plan is subject to TSX Venture Policy 2.4 – Capital Pool Companies, as amended from time to time.

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 Subject to a minimum Exercise Price of $0.05 per Common Share and subject to §3.2, the Exercise Price per Common Share for an Option shall be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Discounted Market Price.

3.2 In addition to the terms under §3.1, as long as the Company is classified as a Capital Pool Company, the Exercise Price per Common Share for an Option must be equal to or greater than the IPO Share price.

Escrowed Securities

3.3 Common Shares issued upon the exercise of Options prior to the Completion of a Qualifying Transaction must be placed in escrow.

Term of Option

3.4 An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.5 Subject to §2.11(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

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3.6 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §3.3.

3.7 Any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option.

Vesting of Options

3.8 Subject to §3.9, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

3.9 Subject to §2.7(c) and notwithstanding §3.8, Options granted to Consultants conducting Investor Relations Activities will vest:

(a) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or

(b) such longer vesting period as the Board may determine.

Acceleration of Vesting on Change of Control

3.10 In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, subject to approval of the TSX Venture (or the NEX, as the case may be) for vesting requirements imposed by the TSX Venture Policies.

Effect of Take Over Bid

3.11 If a Take Over Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding §3.8 and §3.9 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture (or the NEX, as the case may be) for vesting requirements imposed by the TSX Venture Policies.

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Extension of Options Expiring During Blackout Period

3.12 Should the Expiry Date for an Option fall within a Blackout Period, or within nine (9) Business Days following the expiration of a Blackout Period, such Expiry Date shall, subject to approval of the TSX Venture (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. Notwithstanding §2.9, the tenth Business Day period referred to in this §3.12 may not be extended by the Board.

Optionee Ceasing to be Director, Employee or Service Provider

3.13 Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(b) an Option granted to any Service Provider will expire on the later of the day which is 12 months after Completion of a Qualifying Transaction and 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and

(c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

Non Assignable

3.14 Subject to §3.13(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.15 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision

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without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §3.15;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.15, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.15, such questions will be conclusively determined by the Company's auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company's principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees.

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ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions thereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise his Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to §4.3.

Tax Withholding and Procedures

4.3 Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in §4.2 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Company.

Delivery of Optioned Shares and Hold Periods

4.4 As soon as practicable after receipt of the notice of exercise described in §4.2 and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares.

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4.5 If the Exercise Price is set below the then current market price of the Common Shares on the TSX Venture at the time of grant, or if otherwise required pursuant to TSX Venture Policies, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the date of the Option Commitment.

ARTICLE 5

GENERAL

Employment and Services

5.1 Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

5.3 The Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

5.4 The Plan will become effective from and after August 22, 2022, and will remain effective provided that the Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to August 22, 2022.

Amendment of the Plan

5.5 Subject to any required Regulatory Approvals, the Board may from time to time amend any existing Option or the Plan or the terms and conditions of any Option thereafter to be granted provided that where such amendment relates to an existing Option and it would:

(a) materially decrease the rights or benefits accruing to an Option Holder; or
(b) materially increase the obligations of an Option Holder; then, unless otherwise excepted out by a provision of this Plan.

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The Board must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is reduced, or the term of an Option is extended and the Option Holder is an Insider of the Company, the Insider must not exercise the option until the reduction in Exercise Price or the extension of the term of the Option has been approved by the disinterested shareholders of the Company as required by the Exchange.

SCHEDULE A

SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this __ day of __, _ (the “Effective Date”) Goodbridge Capital Corp. (the “Company”) has granted to ____ (the “Optionee”), an Option to acquire ____ Common Shares (“Optioned Shares”) up to 5:00 p.m. Vancouver Time on the __ day of __, _ (the “Expiry Date”) at an Exercise Price of Cdn$ _____ per share.

Optioned Shares are to vest immediately.

OR

Optioned Shares will vest [INSERT VESTING SCHEDULE AND TERMS]

The Option shall expire ______ days after the Optionee ceases to be employed by or provide services to the Company.

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part thereof.

To exercise your Option, deliver a written notice specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price. A certificate or written notice in the case of uncertificated shares for the Optioned Shares so acquired will be issued by the transfer agent as soon as practicable thereafter and may bear a minimum four month non-transferability legend from the date of this Option Commitment, the text of which is as follows. [Note: A Company may grant stock options without a hold period, provided the exercise price of the options is set at or above the market price of the Company's shares and as long as the optionee is not a person to be restricted under TSX Venture Policies. If a four month hold period is applicable, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.]

"WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant]".

The Company and the Optionee represent that the Optionee under the terms and conditions of the Plan is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the Policies of the TSX Venture Exchange) by both the Company and the TSX Venture (or the NEX, as the case may be) as more particularly set out in the Acknowledgement - Personal Information in use by the TSX Venture (or the NEX, as the case may be) on the date of this Option Commitment.

GOODBRIDGE CAPITAL CORP.

Authorized Signatory

[insert name of optionee]

Signature of Optionee

APPENDIX B

GOODBRIDGE CAPITAL CORP.

OMNIBUS INCENTIVE PLAN

IDEX METALS CORP.
(FORMERLY GOODBRIDGE CAPITAL CORP.)
OMNIBUS INCENTIVE PLAN

Page

ARTICLE 1 – INTERPRETATION ... 1
Section 1.1 Definitions ... 1
Section 1.2 Other Words and Phrases ... 7
Section 1.3 Gender ... 7

ARTICLE 2 – PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS ... 7
Section 2.1 Purpose of the Plan ... 7
Section 2.2 Implementation and Administration of the Plan ... 8
Section 2.3 Eligible Participants ... 8
Section 2.4 Shares Subject to the Plan ... 9
Section 2.5 Granting of Awards ... 10

ARTICLE 3 – OPTIONS ... 11
Section 3.1 Nature of Options ... 11
Section 3.2 Option Awards ... 11
Section 3.3 Option Price ... 11
Section 3.4 Option Term ... 11
Section 3.5 Exercise of Options ... 12
Section 3.6 Method of Exercise and Payment of Purchase Price ... 12
Section 3.7 Cashless Exercise ... 13
Section 3.8 Option Commitments ... 13

ARTICLE 4 – RESTRICTED SHARE UNITS ... 14
Section 4.1 Nature of RSUs ... 14
Section 4.2 RSU Awards ... 14
Section 4.3 Restriction Period ... 15
Section 4.4 Performance Criteria and Performance Period ... 15
Section 4.5 Additional RSUs in Event of Dividends ... 15
Section 4.6 RSU Vesting Determination Date ... 16
Section 4.7 Settlement of RSUs ... 16
Section 4.8 Determination of Amounts ... 17
Section 4.9 RSU Grant Agreements ... 17

ARTICLE 5 – GENERAL CONDITIONS ... 18
Section 5.1 General Conditions Applicable to Awards ... 18
Section 5.2 Unfunded Plan ... 19

Section 5.3 Hold Period...19
ARTICLE 6 – ADJUSTMENTS AND AMENDMENTS...20
Section 6.1 Adjustment to Shares Subject to Outstanding Awards...20
Section 6.2 Amendment or Discontinuance of the Plan...21
Section 6.3 Change in Control...23
ARTICLE 7 – MISCELLANEOUS...25
Section 7.1 Use of an Administrative Agent and Trustee...25
Section 7.2 Tax Withholding...25
Section 7.3 Reorganization of the Corporation...25
Section 7.4 No Representation or Warranty...26
Section 7.5 Governing Laws...26
Section 7.6 Severability...26
Section 7.7 Effective Date of the Plan...26

Schedule A – Form of Option Commitment
Schedule B – Form of Exercise Notice
Schedule C – Form of RSU Grant Agreement
Schedule D – Form of RSU Settlement Notice

(ii)

IDEX METALS CORP.
(FORMERLY GOODBRIDGE CAPITAL CORP.)

OMNIBUS INCENTIVE PLAN

IDEX Metals Corp. (the “Corporation”) hereby establishes an omnibus incentive plan to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Shares and Restricted Share Units of the Corporation. It is the intention of the Corporation that this Plan will at all times be in compliance with TSXV Policies and any inconsistencies between this Plan and TSXV Policies will be resolved in favour of the latter.

ARTICLE 1 – INTERPRETATION

Section 1.1 Definitions

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

(1) “Affiliates” means a company that is a Subsidiary or a parent of the Corporation, or that is controlled by the same entity as the Corporation;

(2) “Associate” has the meaning ascribed thereto by TSXV Policy 1.1;

(3) “Awards” means Options and RSUs granted hereunder to a Participant under this Plan;

(4) “Black-Out Period” means a period of time formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information, pursuant to which Participants are prohibited from exercising, redeeming or settling their Awards, provided that any Black-Out Period must expire following the general disclosure of the undisclosed Material Information;

(5) “Board” has the meaning ascribed thereto in Section 2.2(1) hereof;

(6) “Business Day” means a day other than a Saturday, Sunday or statutory holiday, on which the Exchange is open for trading;

(7) “Cause” means “Just Cause” or “Cause” as defined in the Participant’s employment agreement or agreement for services with the Company or one of its subsidiaries, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its subsidiaries, then any circumstance that would permit the Company or one of its subsidiaries to terminate a Participant’s employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;

(8) “Cash Equivalent” means the amount of money equal to the Market Value multiplied by the number of vested RSUs in the Participant’s Account, net of any applicable taxes in accordance with Section 7.2, on the RSU Settlement Date;

(9) “Change in Control” means the occurrence of any of the following events:

(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or any of its Affiliates) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business Corporations Act (British Columbia)) of, or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation in any manner whatsoever, including without limitation, as a result of a Take-Over Bid, an issuance or exchange of securities, an amalgamation of the Corporation with any other person, an arrangement, a capital reorganization or any other business combination or reorganization;

(b) the sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a Person or any group of two or more Persons acting jointly or in concert (other than a wholly-owned Subsidiary of the Corporation);

(c) the occurrence of a transaction requiring approval of the Corporation’s security holders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any Person or any group of two or more Persons acting jointly or in concert (other than an exchange of securities with a wholly-owned Subsidiary of the Corporation);

(d) a majority of the Board consists of individuals that management of the Corporation has not nominated for election or appointment as Directors; or

(e) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

(10) “Charitable Organization” means “charitable organization” as defined in the Tax Act;

(11) “Charitable Stock Option” means any Option granted by the Corporation to an Eligible Charitable Organization;

(12) “Committee” has the meaning ascribed thereto in Section 2.2(1) hereof;

(13) “Consultant” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or any of its Subsidiaries) or company that:

(a) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to a distribution;

(b) provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or the Corporation, as the case may be; and

(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or any of its Subsidiaries;

(14) “Corporation” means the company named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

(15) “Director” means a director (as defined under applicable securities laws) of the Corporation or any of its Subsidiaries;

(16) “Discounted Market Price” has the meaning ascribed thereto by TSXV Policy 1.1;

(17) “Disinterested Shareholder Approval” has the meaning ascribed thereto by Sections 5.3(b) and (c) of TSXV Policy 4.4;

(18) “Eligible Charitable Organization” means:

(a) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation; or

(b) a Registered National Arts Service Organization.

(19) “Eligible Participants” has the meaning ascribed thereto in Section 2.3(1) hereof;

(20) “Employee” means:

(a) an individual who is considered an employee of the Corporation or its Subsidiary under the Tax Act and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(b) an individual who works full-time for the Corporation or its Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its Subsidiary over the details and methods of work as an employee of the Corporation or of the Subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(c) an individual who works for the Corporation or its Subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an Employee and who is subject to the same control and direction by the Corporation or its Subsidiary over the details and methods of work as an employee of the Corporation or the Subsidiary, as the case may be, but for whom income tax deductions are not made at source;

(21) “Exchange” means the principal stock exchange on which the Shares are listed, including the TSXV;

(22) “Exchange Hold Period” has the meaning ascribed thereto in TSXV Policy 1.1;

(23) “Exercise Notice” means a notice in writing signed by a Participant and stating the Participant’s intention to exercise an Option, if applicable, in the form attached hereto as Schedule B;

(24) “Exercise Price” means the amount payable per Share on the exercise of an Option, as determined in accordance with the terms hereof;

(25) “Expiry Date” means the day on which an Award expires, as specified in the Grant Agreement therefor or in accordance with the terms of this Plan;

(26) “Fair Market Value” means, at any date, the higher of:

(a) the weighted average price per Share at which the Shares have traded on the Exchange during the last five (5) Trading Days prior to that date; and

(b) the closing price of the Shares on the Exchange on the date prior to that date, or, if the Shares are not then listed and posted for trading on any stock exchange, then it shall be the Fair Market Value per Share as determined by the Board in its sole discretion; and for such purposes, the weighted average price per Share at which the Shares have traded on the Exchange shall be calculated by dividing (i) the aggregate sale price for all the Shares traded on the Exchange during the relevant five Trading Days by (ii) the aggregate number of Shares traded on the Exchange during the relevant five Trading Days;

(27) “Grant Agreement” means an agreement evidencing the grant to a Participant of an Award, including an Option Commitment or an RSU Grant Agreement;

(28) “Insider” means an insider as defined in TSXV Policies or as defined in securities legislation as applicable to the Corporation;

(29) “Investor Relations Activities” has the meaning ascribed thereto in TSXV Policy 1.1, as same may be amended, supplemented or replaced from time to time;

(30) “Investor Relations Service Provider” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(31) “Management Company Employee” means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;

(32) “Market Value” means, at any date when the market value of Shares of the Corporation is to be determined, the closing price of the Shares on the Trading Day prior to the date of grant on the principal stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith;

(33) “Material Information” has the meaning ascribed thereto in TSXV Policy 1.1;

(34) “Officer” means an officer (as defined under applicable securities laws) of the Corporation or any of its Subsidiaries;

(35) “Option” means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, subject to the provisions thereof;

(36) “Option Commitment” means the notice of grant of an Option delivered by the Corporation hereunder to a Participant and substantially in the form set out in Schedule A hereto;

(37) “Option Price” has the meaning ascribed thereto in Section 3.2(1)(c) hereof;

(38) “Option Term” has the meaning ascribed thereto in Section 3.4 hereof;

(39) “Optioned Shares” means Shares that may be issued in the future to a Participant upon the exercise of an Option;

(40) “Outstanding Issue” means, at the relevant time, the number of issued and outstanding Shares of the Corporation from time to time;

(41) “Participant’s Account” means an account maintained for each Participant’s participation in RSUs under the Plan;

(42) “Participants” means Eligible Participants that are granted Awards under the Plan;

(43) “Performance Criteria” means criteria established by the Board which, without limitation, may include criteria based on the Participant’s personal performance and/or the financial performance of the Corporation and/or of its Affiliates, and that may be used to determine the vesting of the Awards, when applicable;

(44) “Performance Period” means the period determined by the Board pursuant to Section 4.3 hereof;

(45) “Person” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

(46) “Plan” means this omnibus incentive plan, as amended and restated from time to time;

(47) “Private Foundation” means “private foundation” as defined in the Tax Act;

(48) “Public Foundation” means “public foundation” as defined in the Tax Act;

(49) “Registered Charity” means “registered charity” as defined in the Tax Act;

(50) “Registered National Arts Service Organization” means “registered national arts service organization” as defined in the Tax Act;

(51) “Regulatory Approval” means the approval of the Exchange and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Awards issued hereunder;

(52) “Restricted Share Unit” or “RSU” means a right awarded to a Participant to receive a payment in the form of Shares as provided in Article 4 hereof and subject to the terms and conditions of this Plan;

(53) “Restriction Period” means the period determined by the Board pursuant to Section 4.3 hereof;

(54) “RSU Awards” means RSUs granted to a Participant pursuant to the terms of the Plan;

(55) “RSU Grant Agreement” means a written letter agreement between the Corporation and a Participant evidencing a grant of RSUs and the terms and conditions thereof, such RSU Grant Agreement to be substantially in the form of Schedule C hereto;

(56) “RSU Settlement Date” has the meaning ascribed thereto in Section 4.7(1)(a);

(57) “RSU Settlement Notice” means a notice by a Participant to the Corporation electing the desired form of settlement of vested RSUs, to be substantially in the form attached hereto as Schedule D;

(58) “RSU Vesting Determination Date” has the meaning ascribed thereto in Section 4.6 hereof;

(59) “Securities Act” means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(60) “Security Based Compensation” has the meaning ascribed thereto in TSXV Policy 4.4;

(61) “Security Based Compensation Plan” has the meaning given to such term in TSXV Policy 4.4;

(62) “Service Provider” means a Person who is a Director, Officer, Employee, Management Company Employee or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(63) “Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders of the Corporation at a duly constituted shareholders’ meeting;

(64) “Shares” means the Common shares in the capital of the Corporation;

(65) “Subsidiary” means a corporation, company, partnership or other body corporate that is controlled, directly or indirectly, by the Corporation;

(66) “Successor Corporation” has the meaning ascribed thereto in Section 6.1(3) hereof;

(67) “Take-Over Bid” means a take over bid as defined in National Instrument 62-104 – Take-Over Bids and Issuer Bids or the analogous provisions of securities legislation applicable to the Corporation;

(68) “Tax Act” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

(69) “Termination Date” means the date on which a Participant ceases to be an Eligible Participant;

(70) “Trading Day” means any day on which the TSXV is open for trading;

(71) “TSXV” means the TSX Venture Exchange;