Independence Gold Corp. — Proxy Solicitation & Information Statement 2025

Jan 20, 2025

Pasinex

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General Meeting of Shareholders (the "Meeting") of Pasinex Resources Limited (the "Company") will be held at 82 Richmond Street East, Toronto, Ontario, M5C 1P1 at 11:00 a.m. (local time in Toronto, Ontario) on February 14, 2025, for the following purposes:

1. To receive the audited annual financial statements of the Company for the year ended December 31, 2023;
2. To elect the directors of the Company for the ensuing year;
3. To appoint JC Professional Corporation, as the Company's auditor for the ensuing year and to authorize the directors to set the auditor's remuneration; and
4. To approve the transaction of such other business as may properly come before the Meeting.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the information Circular of the Corporation accompanying this Notice of Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Computershare Investor Services Inc. at their offices located at 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1, by mail or fax, not later than forty-eight (48) hours (excluding Saturdays, Sundays, and statutory holidays) prior to the Meeting or any adjournment or postponement thereof.

If you are an unregistered shareholder of the Corporation and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in their sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is January 10, 2025 (the "Record Date"). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

The Board has approved the contents of the Circular. Please review the Circular, as it contains important information about the Meeting, the items of business, and explains who can vote and how to vote.

The Management Information Circular (the "Information Circular") and a form of Proxy accompanying this Notice provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

Date and Time: Friday, February 14, at 11:00 a.m. (Toronto time)

Dial-in Numbers: 647-749-9360 from Canada or the US
7 Digit Access Code – 709 843 289#

*Participants should dial in approximately 5 to 10 minutes prior to the scheduled start time.

Shareholders who dial in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting.

DATED at Toronto, Ontario, this January 10, 2025

BY ORDER OF THE BOARD

"Victor Wells"

Lead Director of the Board of Directors

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PASINEX RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

January 10, 2025

This Information Circular accompanies the Notice of Annual General Meeting of Shareholders (the "Notice") and is furnished to shareholders holding common shares (the "Common Shares") in the capital of Pasinex Resources Limited (the "Company" or "Pasinex") in connection with the solicitation by the management of the Company of proxies to be voted at the Annual General Meeting of Shareholders (the "Meeting") to be held at 82 Richmond Street East, Toronto, Ontario, M5C 1P1 at 11:00 a.m. (local time in Toronto, Ontario) on February 14, 2025 or at any adjournment or postponement thereof.

Participants may also participate in the meeting by dialing in at the below dial-in number approximately 5 to 10 minutes prior to the scheduled start time.

Date and Time: Friday, February 14, at 11:00 a.m. (Toronto time)

Dial-in Numbers: 647-749-9360 from Canada or the US
7 Digit Access Code – 709 843 289#

Shareholders who dial in to the Meeting through the call details above will not be able to vote on the matters put forth at the Meeting. Only those registered shareholders or duly appointed proxyholders who attend the Meeting in person will be permitted to vote at the Meeting.

Date and Currency

The date of this Information Circular is January 10, 2025. Unless otherwise stated, all amounts herein are in Canadian Dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse shareholders, nominees or agents for costs incurred in obtaining from their principal's authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered shareholders are entitled to vote at the Meeting. A shareholder is entitled to one vote for each common share that such shareholder holds on the record date of January 10, 2025 (the "Record Date") on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the "Designated Persons") in the enclosed form of proxy are directors and/or officers of the Company.

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A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S COMMON SHARES SHOULD BE VOTED. THE NOMINEE BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company's registrar and transfer agent, Computershare Investor Services Inc. (the "Transfer Agent") at their offices located at 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1, by mail or fax, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario and British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. Alternatively, the completed form of proxy may be delivered to the chairman of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, prior to the commencement of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder's attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual shareholder or joint shareholders, or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarial certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that shareholder or by that shareholder's attorney-in-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law. Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. The Common Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY, WITH RESPECT TO THAT MATTER, UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such

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amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Common Shares on any matter, the Common Shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those shareholders who do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the names of the shareholder's broker or an agent of that broker. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to names of Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Common Shares to be voted at the Meeting. Beneficial Shareholders are requested to complete and return the voting instructions to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge's dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Common Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Common Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have its Common Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that his or her broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his or her Common Shares.

All references to shareholders in this Information Circular are to registered shareholders, unless specifically stated otherwise.

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, each proposed nominee for election as a director of the Company, or any associate or affiliates of any such directors, executive officers or nominees, 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 other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares without par value. As of the date hereof, a total of 144,554,370 Common Shares were issued and outstanding. Each Common Share carries the right to one vote at the Meeting.

Only registered shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company, other than as set forth below:

Name of Shareholder	Number of Common Shares	Percentage of Common Shares (1)(3)
Larry Edward Seeley (2)	30,000,591	20.75%

Notes:
(1) Based on 144,554,370 common shares issued and outstanding as of January 10, 2025, on an undiluted basis.
(2) 23,265,815 common shares are held by 1514341 Ontario Inc., a company controlled by Dr. Seeley, with the remaining 6,734,776 common shares being held by Dr. Seeley's family members.
(3) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been obtained by the Corporation from publicly disclosed information and/or furnished by the Shareholder listed above.

RECEIPT OF FINANCIAL STATEMENTS

The board of directors of the Company (the "Board") will place before the Meeting the audited financial statements for the financial year ended December 31, 2023, together with the auditors' reports thereon.

ELECTION OF DIRECTORS

At present, the directors of the Company are elected at each annual meeting and hold office until the next annual meeting or until their successors are elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or with the provisions of applicable corporate legislation. The Company's current Board consists of Victor Wells, Larry Seeley, Jonathan Challis and Joachim Rainer. Victor Wells is not standing for election to the Board at this meeting.

The four nominees proposed for election as directors of the Company are set out in the table below. The following disclosure sets out, as at the date of this Information Circular, the names of management's nominees for election as directors and their residency, all major offices and positions with the Company each now holds, each nominee's principal occupation, business or employment, the period of time during which each has been a director of the Company, and the number of Common Shares beneficially owned by each directly or indirectly, or over which each exercised control or direction by the nominees for directors. For the number of stock options, see "Board Compensation".

The information as to country of residence, principal occupation, business or employment, and common shares beneficially owned or over which a director exercises control or direction, as at January 10, 2025, that is not within the knowledge of the management of the Company has been furnished by the respective nominees.

Management of the Company proposes to nominate all of the directors as further described in the table below, for election by the shareholders as directors of the Company, to hold office until the next annual meeting. Information concerning such persons, as furnished by the individual directors, is as follows:

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Ian D. Atacan – Director and Chief Financial Officer

Ontario, Canada
Director since: To be appointed upon shareholder approval.
Not Independent

Mr. Atacan is an accomplished finance leader with over 25 years of experience in public companies, specializing in corporate strategy, M&A, and financing. His extensive career spans Europe and Canada, where he has held roles in global organizations, including Sprint, Alcatel, DHL, and Procter & Gamble. For the past 14 years, Mr. Atacan has served as CFO for publicly listed companies, demonstrating his expertise in managing complex financial operations and strategic initiatives. His portfolio includes leadership roles at Panda Hub Inc., PharmaCielo Ltd. (TSXV: PCLO), Blueberries Medical Corp. (CSE: BBM), and Global Atomic Corporation (TSX: GLO, formerly TSXV: SYI). Notably, he was the CFO of Natura Naturals Inc., a Canadian cannabis company, and played a pivotal role in its acquisition by Tilray Inc. (NASDAQ: TLRY). Mr. Atacan is a Chartered Professional Accountant (CPA, CMA) and holds an MBA from London, UK. He also brings a strong technical foundation as an Electrical and Electronics Engineer, having earned his B.Sc. from Bilkent University.

Securities held
Common shares: 100,000
Stock options: 2,000,000

Member
- Board
- Audit Committee
- Human Resources Committee
- Nominating and Corporate Governance Committee (Chair)

Other Public Company Directorships
PharmaCielo Ltd.

Larry Edward Seeley – Executive Chair and Director

Ontario, Canada
Director since November 13, 2014
Not independent

Dr. Seeley is Chair and CEO of Seeley Group Ltd. He was CEO of Recapture Metals Limited and Principal Shareholder developing the company with two plants in Ontario, one in USA and one in Germany, producing gallium, indium and rhenium. Recapture was sold to Neo Materials Technologies Inc. From 1992 to 2004, he was President and CEO and major shareholder of Lakefield Research Limited, growing the company to over 1,000 employees with services in metallurgy, analytical chemistry, mineralogy and environment as well as laboratories and pilot plant facilities in Canada, South America, South Africa and Australia. Lakefield Research was sold to SGS in 2002. He was also with Falconbridge for 25 years as Corporate Vice-President Environment, Director of Sudbury Metallurgical Operations, Manager of Corporate Metallurgical Research and Development, Manager Sudbury Smelter, and other roles in Operations and Technology.

Securities held
Common shares: 30,000,591 (1)
Stock options: 1,000,000
Loans to Pasinex: $3,754,712(2)

Member
- Board (Executive Chair)
- Human Resources Committee (Chair)
- Nominating and Corporate Governance Committee

Other Public Company Directorships
None

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Jonathan Challis – Director

Kent, United Kingdom
Director since September 23, 2014
Independent

Mr. Challis is a corporate director. He has an honours degree in Mineral Exploitation from University College, Cardiff and an MBA degree from Cranfield University. Mr. Challis is a mining engineer with over 30 years’ experience in the operation, management, financing and analysis of mining projects around the world. He was a Director and Chairman of Rye Patch Gold Corp until April 2018.

Securities held
Common shares: Nil
Stock options: 2,000,000

Member
- Board
- Audit Committee (Chair)

Other Public Company
Directorships
District Metals Corp.
Alerio Gold Corp.

Joachim Rainer – Director

Judenburg, Austria
Director since November 13, 2014
Independent

Mr. Rainer is a businessman and founder of Rainer Beteiligungsgesellschaft GmbH, and as Managing Director, he sources projects, structures companies and investments, and develops the businesses for new upcoming and innovative companies. Prior to founding his company in 2002, he was in hotel management and worked in an Austrian bank, where he supported people and companies to trade raw materials and shares. He holds a CEFA (Certified European Financial Analyst) degree. Since 2005, Mr. Rainer developed a network of business connections within Europe and Turkey.

Securities held
Common shares: 7,524,000(3)
Stock options: 1,250,000
Loans to Pasinex: $133,697(4)

Member
Board
Audit Committee

Other Public Company
Directorships
None

Notes:
(1) 23,265,815 common shares are held by 1514341 Ontario Inc., a company controlled by Dr. Seeley, with the remaining 6,734,776 common shares being held by Dr. Seeley's family members.
(2) Loans to Pasinex are payable on demand by the lenders and bear interest at 6%, per annum. Loans to Pasinex from Dr. Seeley include $2,403,356 held by 1514341 Ontario Inc., a company controlled by Dr. Seeley, and $1,351,356 held by a family member. Both amounts do not include unpaid interest.
(3) 4,390,000 common shares are held by Mr. Rainer and 3,134,000 are held by Rainer Beteiligungsgesellschaft GmbH, a company controlled by Mr. Rainer.
(4) Loans to Pasinex are payable on demand by the lenders and bear interest at 6%, per annum. Loans to Pasinex from Mr. Rainer for $133,697 are held by Rainer Beteiligungsgesellschaft GmbH a company controlled by Mr. Rainer. This amount does not include unpaid interest.

The term of office of those nominees set out above, who are presently directors, will expire as of the date of the Meeting. All of the directors who are elected at the Meeting will have their term of office expire at the next annual meeting or at such time when their successors are duly elected or appointed in accordance with the Company's Articles, or with the provisions of applicable corporate legislation or until such director's earlier death, resignation or removal.

Management recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the Common Shares represented by proxy for the election of any other persons as directors.

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Orders

Except as noted below, no proposed director of the Company is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that:

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer except as noted below:

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.

On May 8, 2024, the Ontario Securities Commission (“OSC”) issued a management cease trade order (“MCTO”) restricting all trading in securities of Pasinex by management and insiders of the Company due to a failure to file its annual financial statements, management’s discussion and analysis and related certifications within the time period prescribed by securities legislation. On June 11, 2024, upon the lapse of the MCTO, OSC issued a failure to file cease trade order (“FFCTO”). Effective July 9, 2024, the FFCTO was revoked following the filing of the annual and quarterly financial statements, management’s discussion and analysis, and related certifications.

Mr. Atacan is a director of PharmaCielo Ltd. On May 7, 2024, the OSC issued a FFCTO to PharmaCielo Ltd. Effective July 3, 2024, the FFCTO was revoked.

For the purposes of the above, “order” means:

(a) a cease trade order;

(b) an order similar to access trade order; or

(c) an order that denied the relevant company access to any exemption and securities legislation that was in effect for a period of more than 30 consecutive days.

Bankruptcies

No proposed director of the Company is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, except as disclosed below, a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the capacity, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

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

The above information was provided by individual directors and officers of the Company.

Penalties or Sanctions

No proposed director of the Company has been subject to:

(a) 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

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security-holder in deciding whether to vote for a proposed director.

The above information was provided by individual directors of the Company.

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APPOINTMENT OF AUDITOR

Shareholders will be asked to approve the appointment of JC Professional Corporation, as auditor for the Company to hold office until the next annual meeting of the shareholders, at a remuneration to be fixed by the directors.

Management recommends that shareholders vote in favour of the appointment of JC Professional Corporation, as the Company's auditors for the Company to hold office until the next annual meeting of shareholders or until a successor is appointed and to authorize the Board to fix the remuneration of the auditors.

EXECUTIVE COMPENSATION

For the purpose of this Information Circular:

"CEO" means each individual who acted as chief executive officer of the Company or acted in a similar capacity for any part of the year ended December 31, 2023;

"CFO" means each individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the year ended December 31, 2023;

"Named Executive Officer" or "NEO" means each of the following individuals:

(a) CEO;
(b) CFO;
(c) each of the Company's three most highly compensated executive officers, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of December 31, 2022 and whose total compensation was, individually, more than $150,000 for that financial year, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; or
(d) any individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or any of its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

During the past three fiscal years ending December 31, 2023, the Company had the following NEOs: Andrew Gottwald, the CFO of the Company, (Mr. Gottwald resigned effective December 31, 2024), and Mr. Soner Koldas, the acting General Manager of Pasinex Arama ve Madencilik Anonim Sirketi ("Pasinex AS"), a wholly owned subsidiary of the Company (Mr. Koldas resigned from Pasinex AS effective July 17, 2024).

Compensation Governance and Discussion and Analysis

The Company's compensation policies are designed to be competitive with similar companies and to recognize and reward executive performance consistent with the success of the Company. These policies are intended to attract and retain capable and experienced people.

The Company has a Human Resources Committee consisting of Larry Seeley (Chair) and Victor Wells. The members of the committee meet on an as needed basis and report back to the Board with the committee recommendations.

To determine compensation, the Human Resources Committee and the Board review compensation paid for directors and executives of companies of a similar business, size and stage of development and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while also considering the financial and other resources of the Company. Although the Human Resources Committee may take into account executive compensation paid by companies comparable with the Company, no specific benchmarking policy is in place for determining compensation or any element of compensation.

Compensation of all executive officers is based primarily on corporate performance which includes achievement of the Corporation's strategic objective of growth and the enhancement of shareholder value through increases in the stock price and enhanced annual cash flow.

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An element of executive compensation that is available to the Company is the granting of stock options to purchase common shares under the Company's Stock Option Plan. Stock options are issued to provide an incentive to participate in the long-term development of the Company and to increase Shareholder value. All Directors and NEOs participate in the stock option plan. The CFO received a management fee.

Risk Management Disclosure

The Board has reviewed the elements of compensation of the Company to identify any risks arising from the Company's compensation policies and practices that could reasonably be expected to have a material adverse effect on the Company as well as the practices used to mitigate any such risks. The Board of Directors concluded that the compensation program and policies of the Company did not encourage its executives to take inappropriate or excessive risks. This assessment was based on a number of considerations, including, without limitation, the following: (i) the Company's compensation policies and practices are generally uniform throughout the organization; (ii) in exercising its discretion under its compensation policies the Board reviews individual and corporate performance taking into account the long-term interests of the Company; and (iii) the results of annual assessments of executives' goals, objectives and performance are reviewed and considered in awarding compensation.

Restrictions on Purchase of Financial Instruments

Although the Company has not adopted a formal policy forbidding an NEO or director from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director, the Company is not aware of any NEO or director having entered into this type of transaction.

Share based and Option Based Awards

Executive officers of the Company, as well as directors, employees and consultants, are eligible to participate in the Company's Stock Option Plan to receive grants of stock options. Individual stock options are granted by the Board of Directors as a whole and the size of the options is dependent on, among other things, each officer's level of responsibility, authority and importance to the Company and the degree to which such officer's long-term contribution to the Company will be crucial to its long-term success.

The Board evaluates the number of options each participant has been granted, the exercise price of the options and the term remaining on those options when considering grants. Options are usually priced at or above the closing trading price of the Company's shares on the business day immediately preceding the date of grant and the current policy of the Board is that options expire five years from the date of grant.

Summary Compensation Table

During the past three fiscal years ending December 31, 2023, the Company had two NEOs as set out below. The following table sets forth all direct and indirect compensation for, and in connection with, services provided to the Company and its subsidiary for the last three financial years:

Name and principal position	Year Ended December 31	Salary ($)	Share-based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Andrew Gottwald (1)	2023	Nil	Nil	Nil	Nil	Nil	Nil	220,350	220,350
Chief Financial Officer	2022	Nil	Nil	57,000(2)	Nil	Nil	Nil	231,300	288,300
	2021	Nil	Nil	38,000(3)	N/A	N/A	N/A	132,250	170,250
Soner Koldas(4)	2023	58,175	Nil	Nil	Nil	Nil	Nil	159,019	217,194
General Manager of Pasinex AS	2022	37,040	Nil	Nil	Nil	Nil	Nil	173,338	210,378
	2021	44,919	Nil	38,000(3)	Nil	Nil	Nil	142,100	225,019

Notes:
(1) Mr. Gottwald provided CFO services to the Company through 2192640 Ontario Inc., a company controlled by Mr. Gottwald. The fair value of each option at the date of grant was estimated using the Black Scholes valuation model with the following
(2) assumptions: a 5-year expected term, a 183% expected volatility based on historic trends, risk free interest rate of 2.27%, share price at the date of grant of $0.04 and an expected dividend yield of 0%.
(3) The fair value of each option at the date of grant was estimated using the Black Scholes valuation model with the following assumptions: a 5-year expected term, a 184% expected volatility based on historic trends, risk free interest rate of 0.93%, share price at the date of grant of $0.04 and an expected dividend yield of 0%.

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(4) Mr. Koldas was the acting General Manager of Pasinex AS. Mr. Koldas received a monthly management fee in USD from the Company and a monthly salary from Pasinex AS in Turkish Lira. These amounts have been converted to CAD.

Narrative Discussion

Andrew Gottwald – Chief Financial Officer. Mr. Gottwald, through 2192640 Ontario Inc., a company controlled by Mr. Gottwald, entered into an agreement to provide consulting services to the company (the "Gottwald Agreement"). He received a fee of $1,200 per standard workday and was granted 1,000,000 stock options with a strike price of $0.04 on April 30, 2021, and 1,500,000 stock options with a strike price of $0.04 on March 24, 2022. The grant of Options on April 30, 2021, and the grant of Options on March 24, 2022, had five-year terms. Options issued for all grants vested on the date of the grant.

Sonar Koldas - General Manager of Pasinex AS. Mr. Koldas received a monthly management fee of US$9,750 from the Company and a monthly salary of TRY 18,000 from Pasinex AS in Turkish Lira. He was granted 1,000,000 stock options with a strike price of $0.04 on April 30, 2021. The options had a five-year term.

Incentive Plan Awards

Stock options are issued to provide an incentive to participate in the long-term development of the Company and to increase Shareholder value. The Company has a stock option plan (the "Stock Option Plan") in place for the granting of incentive stock options to the officers, employees and Directors. The purpose of granting options is to assist the Company in compensating, attracting, retaining and motivating the Directors and employees of the Company and to closely align the personal interests of such persons with that of the shareholders.

The following table details all Options-based Awards issued to the NEO's as at December 31, 2023:

	Option-based Awards				Share-based Awards
Name	Number of Common Shares underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)1) (2)	Number of shares or units of shares that have not vested (#)	Market or payout value of share awards that have not vested ($)
Andrew Gottwald	1,500,000	0.04	March 24, 2027	Nil	Nil	N/A
Andrew Gottwald	1,000,000	0.04	April 30, 2026	Nil	Nil	N/A
Soner Koldas	1,000,000	0.04	April 30, 2026	Nil	Nil	N/A
Andrew Gottwald	500,000	0.085	July 25, 2024	Nil	Nil	N/A

Notes:
(1) The value of unexercised in-the-money options is calculated based on the difference between the closing price of the common shares on the CSE on December 31, 2023, $0.04 and the exercise price of the options, multiplied by the number of unexercised options.
(2) All of Mr. Gottwald's and Mr. Koldas' stock options vested when issued.
(3) No stock options were exercised in any of the three years ending December 31, 2023.

Defined Contribution, Deferred Compensation and Pension Plans

The Company does not have any defined contribution, deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

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The Gottwald Agreement provided that if a change of control, as defined in the agreement occurred, along with the occurrence of one of several triggering events, Mr. Gottwald would have been entitled to receive a payment equal to the lump sum of his billings to the Company for the past 12 months.

Director Compensation

The Company currently has four (4) directors, none of which is a Named Executive Officer.

The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors, except for the granting from time to time of incentive stock options in accordance with the policies of the CSE.

The Company issued the following compensation to the non-executive directors in 2023.

Name	Fees earned ($)	Share-based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Victor Wells	18,000 (1)	Nil	Nil	Nil	Nil	Nil	18,000
Larry Seeley	18,000 (1)	Nil	Nil	Nil	Nil	Nil	18,000
Jonathan Challis	18,000 (1)	Nil	Nil	Nil	Nil	28,000 (2)	46,000
Joachim Rainer	18,000 (1)	Nil	Nil	Nil	Nil	Nil	18,000

Notes:
(1) All directors are entitled to cash compensation as a retainer for their roles as directors of the Company. Each director received a quarterly stipend of $6,000 for the first three quarters of 2023. All directors elected to forego their entitlement to the 2023 fourth quarter retainer in order to conserve the Company's cash.
(2) Mr. Challis is the Chairman of the Board of Pasinex AS and receives fees for acting in this capacity. Pasinex AS is a wholly owned subsidiary of the Company.

The following table details all Options-based Awards issued to non-executive Board members as of December 31, 2023:

	Option-based Awards				Share-based Awards
Name	Number of Common Shares underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share awards that have not vested ($)
Victor Wells	1,250,000	0.04	April 30, 2026	N/A	Nil	N/A
Larry Seeley	1,000,000	0.04	April 30, 2026	N/A	Nil	N/A
Jonathan Challis	2,000,000	0.04	April 30, 2026	N/A	Nil	N/A
Joachim Rainer	1,250,000	0.04	April 30, 2026	N/A	Nil	N/A

Termination and Change of Control Benefits

The Company has no contract, agreement, plan or arrangement that provides for payments to executive or non-executive directors, at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the director's responsibilities.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the 2015 Stock Option Plan. The 2015 Stock Option Plan was established to assist the Company in attracting, retaining and motivating directors, executive officers, employees and consultants and to closely align the personal interests of those people with those of shareholders. The Board administers the Stock Option Plan. The Stock Option Plan provides that the Company may grant options, under option agreements and in accordance with the policies of the CSE. Detailed information on the Stock Option Plan can be found under "Executive Compensation".

The following table sets out equity compensation plan information as at the end of the financial year ended December 31, 2023.

| Plan Category | A
Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) |
| --- | --- | --- | --- |
| Equity compensation plans approved by securityholders | 10,500,000 | $0.04 | 3,955,437 |
| Equity compensation plans not approved by securityholders | Nil | Nil | Nil |
| Total | 10,500,000 | $0.04 | 3,955,437 |

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the fiscal year ended December 31, 2023, no director, executive officer, senior officer or nominee for director of the Company or any of their associates has been indebted to the Company or any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support in agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, no informed person of the Company nor any associate or affiliate of any informed person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Company's year ended December 31, 2023, or in any proposed transaction which has materially affected or would materially affect the Company.

"Informed person" means

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

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13

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101"), the Company is required to disclose its corporate governance practices with respect to the corporate governance guidelines adopted in NI 58-101. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Company's approach to corporate governance is set out in this Information Circular attached as Schedule A.

AUDIT COMMITTEE

Pursuant to National Instrument 52-110 – Audit Committees ("NI 52-110"), venture issuers are required to provide certain disclosure with respect to their audit committee, including the text of the audit committee's charter, the composition of the audit committee and the fees paid to the external auditor. This information with respect to the Company is set out in this Information Circular attached as Schedule B.

MANAGEMENT CONTRACTS

Management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

OTHER MATTERS

Other than the above, management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com or on the Company's website at www.Pasinex.com. To request copies of the Company's financial statements, shareholders can contact the Company at 416-861-9659 or by email at info@pasinex.com.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized by the Board of the Company.

DATED at Toronto, Ontario, as of January 10, 2025

BY ORDER OF THE BOARD

"Victor Wells"

Lead Director of the Board of Directors

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SCHEDULE A

CORPORATE GOVERNANCE DISCLOSURE

Corporate Governance is the process and structure used to direct and manage the business and affairs of an issuer with the objective of enhancing value for its owners. National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") of the Canadian Securities Administrators requires the Company to disclose in this Information Circular a summary of the corporate governance policies that the Company has in place.

Board of Directors

Victor Wells, Jonathan Challis and Joachim Rainer are independent directors of the Company.

Larry Seeley is not an independent director as he is an insider of the Company.

If elected, Mr. Atacan will not be an independent director, as he is an insider of the Company.

Directorships

Name of Director	Names of Other Reporting Issuers
Ian D. Atacan	PharmaCielo Ltd. (TSX-V)
Jonathan Challis	District Metals Corp. (TSX-V)
Alerio Gold Corp. (CSE)

Orientation and Continuing Education

While the Company does not have formal orientation or training programs for new Board members, new Board members are provided with full access to the Company's records, including all publicly filed documents of the Company, technical reports, internal financial information, management & technical experts and consultants and a summary of significant securities disclosure obligations. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation with management's assistance and to attend related industry seminars.

Ethical Business Conduct

Corporate governance is the structure and process used to direct and manage the business and affairs of a corporation with the objective of enhancing shareholder value. The Board believes that the Company has in place corporate governance practices that are both effective and appropriate to the Company's size and its business operations.

Nomination of Directors

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

Compensation

The Company had a Human Resources Committee comprised of two directors Larry Seeley (Chair) and Victor Wells. The proposed new Human Resources Committee will be comprised of two directors Larry Seeley (Chair) and Ian D. Atacan.

Compensation is determined by the Board and is based on the compensation paid for directors and senior officers of companies of a similar size and stage of development. The appropriate compensation reflects the need to provide incentive and compensation for the time and effort expended by the directors and its management while taking into account the financial and other resources of the Company.

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A-2

Other Board Committees

The Issuer had an Audit Committee comprised of three of the directors Victor Wells (Chair), Jonathan Challis and Joachim Rainer. The audit committee members are considered to be independent directors.

The proposed new Audit Committee will be comprised of three of the directors Jonathan Challis (Chair), Ian Atacan and Joachim Rainer. The audit committee members, Jonathan Challis and Joachim Rainer are considered to be independent directors. Mr. Atacan is not considered to be an independent director.

The Issuer had a Nominating and Corporate Governance Committee comprised of two directors Victor Wells (Chair) and Larry Seeley. The proposed new Nominating and Corporate Governance Committee will be comprised of two directors Larry Seeley and Ian D. Atacan (Chair).

Assessments

The Board of Directors conducts informal annual assessments of the Board's effectiveness, its individual directors and its committees.

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SCHEDULE B

AUDIT COMMITTEE INFORMATION

Pursuant to National Instrument 52-110 – Audit Committees ("NI 52-110"), the Company is required to include the following summary of the audit committee responsibilities, composition and authority. The Company's Audit Committee is governed by an audit committee charter, the text of which follows:

Mandate: The primary function of the audit committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. The Committee's primary duties and responsibilities are to serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements, review and appraise the performance of the Company's external auditor; and provide an open avenue of communication among the Company's auditor, financial and senior management and the Board of Directors.

Composition: The Committee shall be comprised of a minimum three directors as determined by the Board of Directors. If the Company ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all of the members of the Committee shall be free from any material relationship with the Company that, in the opinion of the Board of Directors, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Company ceases to be a "venture issuer" then all members of the Committee shall also have accounting or related financial management expertise. For the purposes of the Company's Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings: The Committee shall meet at least once annually, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditor.

Responsibilities and Duties: To fulfill its responsibilities and duties, the Committee shall:

1. Documents/Reports Review: review and update the Audit Committee Charter annually and review the Company's financial statements, management discussion and analysis and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor.

2. External Auditor:
   (a) review annually, the performance of the external auditor who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company;

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B-2

(b) obtain annually, a formal written statement of external auditor setting forth all relationships between the external auditor and the Company and review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;

(d) take, or recommend that the Board of Directors take, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;

(e) recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval and to recommend to the Board of Directors the compensation to be paid to the external auditor;

(g) at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements;

(h) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

(i) review with management and the external auditor the audit plan for the year-end financial statements and review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services, and

(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

1. Financial Reporting Processes:

(a) in consultation with the external auditor, review with management the integrity of the Company's financial reporting process, both internal and external;

(b) consider the external auditor's judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting;

(c) consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditor and management;

(d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;

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B-3

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

(f) review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;

(g) review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;

(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

(i) review certification process;

(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

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

1. Other - review any related-party transactions, engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay compensation for any independent counsel and other advisors employed by the Committee.

Composition of the Audit Committee: The Company's audit committee was comprised of three directors, Victor Wells (Chair), Jonathan Challis and Joachim Rainer. Victor Wells, Jonathan Challis and Joachim Rainer were all independent as defined in NI 52-110. All of the audit committee members are "financially literate" as that term is defined in NI 52-110. The proposed new Audit Committee will be comprised of three of the directors Jonathan Challis (Chair), Ian Atacan and Joachim Rainer. The audit committee members, Jonathan Challis and Joachim Rainer are considered to be independent directors. Mr. Atacan is not considered to be an independent director.

Relevant Education and Experience

Below are biographies of the Company's new proposed Audit Committee members:

Jonathan Challis (Chair) – Mr. Challis is a mining Engineer with over 30 years' experience in the operation, financing and analysis of mining projects around the world. He has an honors degree in Mineral Exploitation from University College, Cardiff and an MBA degree from Cranfield University. He has both the South African Metalliferous Mine Captain's and Mine Manager Certificates of Competency. He is a Fellow of the Institution of Materials, Minerals and Mining and a Chartered Engineer. Mr. Challis has served as a director on numerous mining company boards and is currently on the board of District Metals Corp and Alerio Gold Corp. He was the Chairman and a member of the audit committee of Rye Patch Gold Corp. until April 2018. Mr. Challis is financially literate.

Ian D. Atacan – Mr. Atacan is an accomplished finance leader with over 25 years of experience in public companies, specializing in corporate strategy, mergers and acquisitions (M&A), and financing. Mr. Atacan is a Chartered Professional Accountant (CPA, CMA) and holds an MBA from London, UK. He also brings a strong technical foundation as an Electrical and Electronics Engineer, having earned his B.Sc. from Bilkent University. His diverse background and proven track record make him a highly regarded figure in the financial leadership landscape. His extensive career spans both Europe and Canada, where he has held roles in globally recognized organizations, including Sprint, Alcatel, DHL Worldwide Express, and Procter & Gamble. For the past 14 years, Mr. Atacan has served as director, corporate secretary and CFO for publicly listed companies, demonstrating his expertise in managing complex financial operations and strategic initiatives. His portfolio includes leadership roles at PharmaCielo Ltd. (TSXV: PCLO), Blueberries Medical Corp. (CSE: BBM), and Global Atomic Corporation (TSX: GLO, formerly TSXV: SYI). Notably, he was the CFO of Natura Naturals Inc., a Canadian cannabis company, and played a pivotal role in its acquisition by Tilray Inc. (NASDAQ: TLRY).

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B-4

Joachim Rainer – Mr. Rainer is a businessman and founder of Rainer Beteiligungsgesellschaft GmbH, and as Managing Director, he sources projects, structures companies and investments, and develops the businesses for new upcoming and innovative companies. Prior to founding his company in 2002, he was in hotel management and worked in an Austrian bank, where he supported people and companies to trade raw materials and shares. He holds a CEFA (Certified European Financial Analyst) degree. Since 2005, Mr. Rainer developed a network of business connections within Europe and Turkey. Mr. Rainer is financially literate.

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

Reliance on Certain Exemptions: At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-approval Policies and Procedures: The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services to the extent set forth in the Company's Audit Committee Charter (see under the heading "External Auditor").

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

The fees paid by the Company to its auditor in the two fiscal years ending December 31, 2023, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2023	$230,530(1)	Nil	$16,600	Nil
December 31, 2022	$145,760(1)	Nil	$26,750	$3,317

Notes:
(1) The audit fees include audit fees paid to Pasinex AS's auditor. These fees amount to TRY 373,000 (C$21,800) for the year ended December 31, 2023, and TRY 312,000 (C$24,800) for the year ended December 31, 2022.

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