Jaguar Mining Inc.

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

&

MANAGEMENT INFORMATION CIRCULAR

June 3, 2022

at 10:00 a.m. (Toronto time)

Virtual Meeting via Live Webcast https://virtual-meetings.tsxtrust.com/1272

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

WHEN: Friday, June 3, 2022 10:00 a.m. (Toronto time)

WHERE:

Virtual only Meeting via the TSX Trust Virtual Meeting Platform located at: - https://virtual meetings.tsxtrust.com/1272 Password: jaguar2022 (case sensitive)

RECORD DATE:

Tuesday, April 14, 2022

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of Jaguar Mining Inc. (the “ Corporation ”) will be held in a virtual-only format on Friday, June 3, 2022 at 10:00 a.m. (Toronto time) via the TSX Trust Virtual Meeting Platform at URL: https://virtual-meetings.tsxtrust.com/1272, Meeting ID: 1272 and Password: jaguar2022 (case sensitive).

The Meeting will be held for the following purposes:

to receive and consider the consolidated financial statements of the Corporation for its financial year ended December 31, 2021, together with the auditor’s report thereon;
to reappoint KPMG LLP, Chartered Accountants, as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration and the terms of their engagement;
to elect the directors for the ensuing year;
to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, substantially in the form set out in the accompanying management information circular (the “ Circular ”), ratifying and re‐approving the Corporation’s 10% rolling stock option plan, and ratifying and approving certain stock option grants made thereunder, as more fully described in the Circular; and
to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The board of directors of the Corporation (the “ Board ”) has fixed a record date as of April 14, 2022 for the purposes of determining Shareholders entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment thereof.

In order to proactively address the continuing public health impacts of COVID-19 and to mitigate risks to the health and safety of our Shareholders, employees, communities and other stakeholders, the Corporation will once again hold the Meeting as a virtual-only shareholders meeting with the opportunity for certain attendees to participate electronically. By conducting the Meeting online, the Board is aiming to limit travel and social contact related to the Meeting and, as such, minimize the contamination risks posed by large-in person gatherings in light of the ongoing public health concerns related to COVID-19.

The Shareholders will not be able to attend the Meeting in person. At the virtual Meeting, registered Shareholders and duly appointed proxyholders will have an opportunity to participate, ask questions and vote, all in real time through a web-based platform. Non-registered Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually at the Meeting and ask questions. Guests, including non-registered Shareholders who have not been duly appointed as proxyholders, can log into the virtual Meeting as a guest. Guests may listen to the Meeting and ask questions via a text/chat feature, but will not be entitled to vote at the Meeting.

Instructions for Attending the Meeting

In order to attend the Meeting virtually, Shareholders should log in at https://virtual meetings.tsxtrust.com/1272 at least fifteen (15) minutes prior to the start of the Meeting. Once logged in, registered Shareholders will be required to provide the password (jaguar2022) and their control number to vote at the Meeting. Alternatively, Shareholders can take steps to submit their votes by proxy by following the instructions below and as further set out in the accompanying Circular.

If you are a registered Shareholder and are unable to attend the Meeting virtually, please complete, sign, date and return the enclosed form of proxy to ‘Att. Proxy Dept’, TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1 , or by facsimile to 416-595-9593, or complete the form of proxy by such other method as is identified, and pursuant to any instructions contained, in the form of proxy. In order to be valid for use at the Meeting, proxies must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

Further information with respect to voting by proxy is included in the accompanying Circular. If you have any questions or need assistance with the completion and delivery of your proxy, please contact the Corporation’s Chief Financial Officer, Hashim Ahmed, by email at [email protected].

DATED at Toronto, Ontario, Canada, this 28 day of April, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF JAGUAR MINING INC.

“Jeff Kennedy” Jeff Kennedy Chairman of the Board of Directors

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS ...............................................................2 APPOINTMENT AND REVOCATION OF PROXIES ...................................................................................5 General ……………………………………………………………………………………………………………………………………….5 Instructions for Logging-In and Voting at the Virtual Meeting ........................................................ 6 Registered Shareholders .................................................................................................................. 7 Non-Registered Shareholders .......................................................................................................... 8 Revocation of Proxies ...................................................................................................................... 9 VOTING AND EXERCISE OF DISCRETION BY PROXIES ............................................................................9 RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF .............................................9 INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON ......................... 10 SHAREHOLDER ENGAGEMENT .......................................................................................................... 10 PARTICULARS OF MATTERS TO BE ACTED UPON ............................................................................... 10 Financial Statements ...................................................................................................................... 10 Reappointment and Remuneration of the Auditors ...................................................................... 10 Election of Directors ...................................................................................................................... 11 Re-Approval of the Stock Option Plan ........................................................................................... 16 Other Matters ................................................................................................................................ 18 STATEMENT OF EXECUTIVE COMPENSATION .................................................................................... 18 Compensation Discussion and Analysis ......................................................................................... 18 Compensation Risk Assessment..................................................................................................... 19 Compensation Philosophy and Approach ...................................................................................... 19 Base Salary ..................................................................................................................................... 20 Short-Term Incentive Plan ............................................................................................................. 20 Long-Term Incentive ...................................................................................................................... 21 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ............................. 30 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND OTHERS ................................................... 31 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ...................................................... 31 DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION ..................................................... 32 OTHER BUSINESS ............................................................................................................................. 32 CORPORATE GOVERNANCE DISCLOSURE .......................................................................................... 32 Board Diversity ............................................................................................................................... 32 Diversity in Executive Officer Appointments ................................................................................. 33 Board of Directors .......................................................................................................................... 33 ADDITIONAL INFORMATION ............................................................................................................. 40 APPROVAL ....................................................................................................................................... 41 SCHEDULE “A” ................................................................................................................................. 42 SCHEDULE “B” .................................................................................................................................. 46 SCHEDULE “C” .................................................................................................................................. 60

MANAGEMENT INFORMATION CIRCULAR

This management information circular, including all schedules hereto (the “Circular”), is furnished in connection with the solicitation by the management of Jaguar Mining Inc. (the “Corporation”, the “Company” or “Jaguar”) of proxies to be used at the annual general meeting (the “Meeting”) of holders (“Shareholders”) of common shares of the Corporation (“Shares”) or any and all adjournments or postponements thereof, for the purposes set forth in the accompanying notice of meeting (the “Notice of Meeting”), to be held virtually on June 3, 2022 at 10:00 a.m. (Toronto time) via the TSX Trust Virtual Meeting Platform. The Meeting can be accessed using the following information:

https://virtual-meetings.tsxtrust.com/1272
Password: jaguar2022 (case sensitive)

For detailed instructions about logging-in and voting at the Meeting, please see “Appointment and Revocation of Proxies - Instructions for Logging-In and Voting at the Virtual Meeting”.

APPOINTMENT AND REVOCATION OF PROXIES

General

The solicitation of proxies will be primarily by mail but proxies may also be solicited personally or by e- mail, internet, facsimile or other means of communication by regular employees, officers and directors of the Corporation at nominal cost. The cost of such solicitation by management will be borne by the Corporation. Except as otherwise stated, the information contained herein is given as of April 14, 2022.

Only registered Shareholders or their duly appointed proxy nominees are permitted to vote at the Meeting. You are a non-registered Shareholder if you are a Shareholder whose Shares are registered in the name of an intermediary, such as an investment dealer, bank, trust company, trustee, custodian, or other nominee, or a clearing agency in which the intermediary participates (a “ Non-Registered Holder ”).

These security holder materials are being sent to both registered Shareholders and Non-Registered Holders. If you are a Non-Registered Holder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf.

Non-Registered Holders who have not objected to their intermediary disclosing certain information about them to the Corporation are referred to as “NOBOs”, whereas Non-Registered Holders who have objected to their intermediary disclosing ownership information about them to the Corporation are referred to as “OBOs”. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , the Corporation has elected to send the Notice of Meeting, this Circular and the related form of proxy or voting instruction form (collectively, the “ Meeting Materials ”) directly to the NOBOs, and indirectly to the OBOs through their intermediaries. By choosing to send the Meeting Materials directly to NOBOs, the Corporation (and not the intermediary holding Shares on behalf of the NOBOs), has assumed responsibility for (i) delivering the Meeting Materials to the NOBOs, and (ii) executing their proper voting instructions.

The Corporation will be relying on the notice-and-access delivery procedures outlined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators to distribute copies of proxy-related materials in connection with the Meeting. The Meeting materials are available electronically at http://www.sedar.com and also on the website of TSX Trust Company (“ TSX Trust ”) at: https://docs.tsxtrust.com/2028. Shareholders who wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, should call 1-866-600-5869 or email [email protected]. In order to receive a paper copy in time to vote before the Meeting, your request should be received by no later than May 25, 2022.

We anticipate that notice-and-access will directly benefit the Corporation through substantial reductions in postage and printing costs. We believe that notice-and-access is an environmentally responsible method of communicating with our Shareholders by reducing the large volume of paper documents generated by printing proxy-related materials.

- Instructions for Logging In and Voting at the Virtual Meeting

- The Meeting will be hosted virtually via live audio webcast at https://virtual meetings.tsxtrust.com/1272 (Password: jaguar2022).

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

Type in https://virtual-meetings.tsxtrust.com/1272 on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number/meeting access number ”.
As your user name, enter your 12-digit control number (on your proxy form).
Enter the password: jaguar2022 (case sensitive).
When the polls are declared open, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

Beneficial Shareholders who wish to vote at the meeting, may vote virtually by following the steps listed below:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by contacting TSX Trust by emailing [email protected] the “Request for Control Number” form, which can be found here: https://tsxtrust.com/resource/en/75
Type in https://virtual-meetings.tsxtrust.com/1272 on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
As user name, enter the control number provided by [email protected].
Enter the password: jaguar2022 (case sensitive).

When the polls are declared open, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75.

If you have not been given a control number, you may login as a Guest and will have the opportunity to listen and ask questions at the meeting. Guests can also listen to the Meeting by following the steps below:

Type in https://virtual-meetings.tsxtrust.com/1272 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust toll-free in North America at 1-866-600-5869 or by email at [email protected].

Registered Shareholders

Each management proxy nominee named in the form of proxy accompanying this Circular is a director or an officer of the Corporation. A Shareholder desiring to appoint some other person (who need not be a Shareholder) to represent, attend and act on behalf of the Shareholder at the Meeting may do so either by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy . Registering your third-party proxyholder with TSX Trust is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a unique number (“ Control Number ”) that is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting as a guest. To register a third-party proxyholder, Shareholders must email [email protected] and complete the “Request for Control Number” form at https://tsxtrust.com/resource/en/75 by 10:00 a.m. (Toronto time) on June 1, 2022, or not later than 10:00 a.m. (Toronto time) on the date that is two Business Days immediately prior to any adjournment or postponement of the Meeting, and provide TSX Trust with the required proxyholder contact information. TSX Trust will then provide the proxyholder with a Control Number by email after the proxy voting deadline has passed. This Control Number is required for the purpose of logging in to the Meeting.

The proxy must be properly completed, signed, dated and (i) deposited with TSX Trust, the Corporation’s registrar and transfer agent, at the address indicated on the enclosed envelope so that it is received prior to 10:00 a.m. (Toronto time) on June 1, 2022 , or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any adjournment or postponement of the Meeting at which the proxy is to be used, or (ii) deposited with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting. The Chairman of the Meeting has the discretion to accept late proxies.

To the extent that registered Shareholders have not received their proxy or a Control Number, they should contact the Investor Services Team at [email protected] before 10:00 a.m. (Toronto time) on June 1, 2022, (Toronto time) on the date that is two Business Days immediately prior to any adjournment or postponement of the Meeting.

As an alternative to voting virtually at the Meeting or through delivering a form of proxy as described above, a registered Shareholder (i.e. a Shareholder whose name appears on the certificate(s) representing its Shares) may vote via the Internet or fax. To vote using the Internet, a registered Shareholder must go to the website specified on the enclosed form of proxy, enter the Control Number set out on the form of proxy and then follow the voting instructions on the screen.

If you vote by using the internet, DO NOT complete or return the enclosed form of proxy. Submitting your vote by mail, fax, internet or virtually at the Meeting are the only methods to vote Shares held in the name of a corporation. Submitting your vote by mail, fax or using the internet are the only methods by which a Shareholder may appoint a person as proxy nominee, other than the management proxy nominees named in the form of proxy accompanying this Circular, to represent, attend and act on behalf of the Shareholder at the Meeting.

Non-Registered Shareholders

If you are a NOBO, please complete and return the voting instruction form (as opposed to the form of proxy) accompanying this Circular as specified in the voting instruction form. The voting instruction form applicable to NOBOs allows for voting via the internet, mail or fax. Please refer to the voting instruction form for more details.

If you are an OBO, the intermediary holding the Shares on your behalf is required to forward the Meeting Materials to you (unless you have waived your right to receive them) and to seek your instructions on how to vote your Shares in respect of each of the matters described in this Circular to be voted on at the Meeting. Each intermediary has its own procedures that should be carefully followed by Non-Registered Holders who are OBOs to ensure that their Shares are voted by the intermediary on their behalf at the Meeting .

These procedures may allow for voting via the internet, by mail and/or by facsimile. The applicable instructions for each such method of voting will be set out in the form of proxy or voting instruction form provided by the intermediary. OBOs should contact their intermediary and carefully follow the voting instructions provided by such intermediary. Alternatively, OBOs who wish to vote their Shares virtually at the Meeting may do so by appointing themselves as the proxy nominee by writing their own name in the space provided on the form of proxy or voting instruction form provided to them by the intermediary and following the intermediary's instructions for return of the executed form of proxy or voting instruction form.

Management of the Corporation does not intend to pay for intermediaries to forward to objecting beneficial owners the proxy-related materials and in the case of an objecting beneficial owner, the objecting beneficial owner will not receive the materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery.

Revocation of Proxies

A proxy given pursuant to this solicitation may be revoked by instrument in writing, including another proxy bearing a later date, executed by the Shareholder or by his or her attorney authorized in writing, and deposited either: (i) with TSX Trust no later than 10:00 a.m. (Toronto time) on June 1, 2022 or the second business day preceding the day of any adjourned or postponed Meeting; (ii) with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting; or (iii) in any other manner permitted by law.

VOTING AND EXERCISE OF DISCRETION BY PROXIES

Shares represented by proxy will be voted for, or withheld from voting in respect of, each of the matters described herein in accordance with the instructions of Shareholders on any ballot that may be called for and, if a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. IN THE ABSENCE OF SUCH SPECIFICATION OF VOTING PREFERENCE, SUCH SHARES SHALL BE VOTED “FOR” EACH OF THE MATTERS SET FORTH IN THIS CIRCULAR . The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominees named therein with respect to amendments or variations to matters identified in the Notice of Meeting accompanying this Circular, or other matters which may properly come before the Meeting or any postponement or adjournment thereof, in each instance, to the extent permitted by law, whether or not the amendment or variation or other matter that comes before the Meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. At the date of this Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any amendments, variations or other matters which are not now known to management should properly come before the Meeting, the Shares represented by proxies in favour of the proxy nominees named in the form of proxy will be voted on such matters in accordance with the best judgment of such proxy nominee.

If you have any questions or need assistance with the completion and delivery of your proxy, please contact the Corporation’s Chief Financial Officer by telephone at 416-847-1854 or by email at [email protected].

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

In accordance with applicable laws, the board of directors of the Corporation (the “ Board ”) has provided notice of and fixed a record date as of April 14, 2022 (the “ Record Date ”) for the purposes of determining Shareholders entitled to receive notice of, and to vote at, the Meeting, and has obtained a list of all persons who are registered holders of Shares at the close of business on the Record Date and the number of Shares registered in the name of each person on that date. Each Shareholder registered on the list of Shareholders of the Corporation as at the close of business on the Record Date will be entitled to receive notice of the Meeting and will be entitled to one vote at the Meeting for each Share registered in his or her name as it appears on the list.

The authorized capital of the Corporation consists of an unlimited number of Shares. The Shares are listed on the Toronto Stock Exchange (the “ TSX ”) under the symbol “JAG”. As of the date of this Circular, the Corporation had 72,462,286 Shares issued and outstanding, with each Share carrying the right to one vote.

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying 10 percent or more of the voting rights attached to any class of outstanding voting securities of the Corporation, as of the Record Date other than as set out below:

	Name of Shareholder		No. of Shares		% of Issued Shares
	Eric Steven Sprott1		35,371,618		48.83%
Sprott Asset Management			7,104,037		9.81%

(1) Sprott Asset Management (“ SAM ”) and Eric Sprott (“ Mr. Sprott ”) are not affiliates or associates of one another. Between January 15, 2018 and March 13, 2018, Mr. Sprott greatly reduced his beneficial holdings of SAM’s parent company, Sprott Inc. (“ Sprott ”), to less than 10%. Mr. Sprott is not currently a director, employee or portfolio manager for Sprott or SAM.

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

Other than as discussed below, no person who has been a director or executive officer of the Corporation at any time since the beginning of the 2021 fiscal year, no proposed Nominee (as defined below) for election as a director of the Corporation, and no associate or affiliate of any of the foregoing, 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.

SHAREHOLDER ENGAGEMENT

The Board recognizes that it is important for the Board to communicate with Shareholders and with organizations that represent or advise Shareholders on matters of governance. The Board has determined that questions or concerns related to the Board, executive and Board compensation, Board level corporate governance and other matters that are within the scope of the Board’s supervisory and oversight duties, may appropriately be addressed to and by the Board. Those Shareholders, employees and other interested parties wishing to communicate directly with the Board may do so through the Chairman.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

At the Meeting, the audited financial statements for the fiscal year ended December 31, 2021, and the report of the auditors thereon will be placed before the Meeting. No vote by the Shareholders is required in connection with the presentation of the audited financial statements for the fiscal year ended December 31, 2021.

Reappointment and Remuneration of the Auditors

Management proposes to reappoint KPMG LLP, Chartered Accountants (“ KPMG ”), as the auditors of the Corporation and proposes that the Shareholders authorize the directors to fix the remuneration of the auditors and the terms of their engagement. KPMG has acted as the Corporation’s auditors since March 2002. To be effective, such resolution must be approved by a majority of the votes cast by Shareholders represented virtually or by proxy on the matter at the Meeting.

Unless such authority is withheld, the management proxy nominees named in the accompanying form of proxy intend to vote FOR the reappointment of KPMG as auditors of the Corporation to hold office until the close of the next annual meeting of Shareholders and to authorize the Board to fix their remuneration and the terms of their engagement.

Election of Directors

At the 2017 Annual General and Special Meeting that occurred on June 5, 2017, the Shareholders approved a special resolution authorizing the Board to determine from time to time the number of directors of Jaguar, and the number of directors of Jaguar to be elected at any annual meeting of the Shareholders, between a minimum of three (3) and a maximum of eleven (11) directors as set out in the Corporation’s articles. The Board currently consists of seven (7) directors, following the appointment of Mary-Lynn Oke as a new director of Jaguar effective on August 30, 2021. In connection with the appointment of Ms. Oke, on August 27, 2021, the Board resolved to fix the number of directors of the Corporation at seven (7). In anticipation of the Meeting, on April 18, 2022, the Board resolved that the seven (7) individuals listed below shall be nominated for election as directors at the Meeting. Each director will hold office until the next annual general meeting of the Corporation or until his or her successor is elected or appointed, unless his or her office is vacated earlier.

Unless such authority is withheld, the management nominees named in the accompanying form of proxy (the “Nominees”) intend to vote FOR the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director, but, if that should occur for any reason prior to the Meeting, the Nominees named in the accompanying form of proxy reserve the right to vote for another person as a director in their discretion unless authority to vote in the election of directors is withheld. Each director elected will hold office until the close of business at the next annual meeting of the Shareholders or until his successor is elected or appointed, provided however, that if a director receives a greater number of votes "WITHHELD" than votes "FOR", such director will be subject to the majority voting policy of the Corporation described in the following paragraph.

It is the policy of the Board that in an uncontested election of directors, any Nominee who receives a greater number of votes “WITHHELD” than votes “FOR” will tender a resignation to the Chairman of the Board promptly following the Meeting. The Corporate Governance & Compensation Committee will consider the offer of resignation and, except in special circumstances, will be expected to recommend that the Board accept the resignation. A director’s resignation pursuant to the policy will be effective when accepted by the Board. A director who tenders a resignation pursuant to the policy will not participate in any meeting of the Board, or any sub-committee of the Board, at which the resignation is considered. The Board will make its decision and announce it in a press release within 90 days following the Meeting, including the reasons for rejecting the resignation, if applicable.

The table below sets forth for each Nominee, (i) their name, (ii) their principal occupations, businesses or employments, (iii) the province or state and country where they reside, (iv) whether they are an independent director, (v) all major positions and offices with the Corporation now held by each of them, including committees on which they serve, (vi) the period of their service as directors of the Corporation, and (vii) the number of voting securities of the Corporation or any subsidiary of the Corporation beneficially owned, controlled or directed, directly or indirectly, by each of them.

Nominees to the Board

Name & Province/State of Residence	Position and Date of Appointment	Principal Occupation (past five years)	Number of Common Shares Beneficially Owned(1)	Percentage of Common Shares Beneficially Owned(1)	Number of Deferred Share Units
Benjamin Guenther(3)(6) Colorado, United States	Independent Director 7-Nov-2017	Manager at Platoro Mine Consulting LLC. Various Executive Positions at AngloGold Ashanti(1995-2017).	250,864	0.35%	50,517
John Ellis(5)(6) Nevada, United States	Independent Director 24-Jun-2016	Director for Baru Gold Corp.	35,497	0.05%	128,997
Luis Ricardo Miraglia(4)(6) Minas Gerais, Brazil	Director 27-Sep-2012	Senior Partner of Azevedo Sette Advogados, a Brazilian law firm, since 2004.	63,967	0.09%	152,455
Shastri Ramnath(5)(6) Ontario, Canada	Independent Director 10-Jun-2020	President and CEO of Exiro Minerals Corp. Chair of Orix Geoscience Corp	4,150	0.01%	47,982
Mary-Lynn Oke(3)(4) Ontario, Canada	Independent Director 30-Aug-2021	Director for Anaconda Mining Inc. VP Hudbay Minerals Inc.	5,500	0.01%	42,430
Thomas Weng(3)(4)(5) New Jersey, United States	Independent Director 1-Apr-2016	Co-founder of Alta Capital Partners.	12,139	0.02%	132,189
William J. Kennedy(2)(4) Ontario, Canada	Independent Director 6-Sep-2019	Managing Director Equity Capital Markets and Operations at Cormark Securities Inc.	10,000	0.01%	53,364

(1) The information as to Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the respective Nominees individually as at April 18, 2022.

(2) Mr. Kennedy has been Chairman of the Board since March 16, 2020.

(3) Member of the Audit & Risk Committee. Ms. Oke has been Chair of the Audit & Risk Committee since her appointment to the Board effective on August 30, 2021.

(4) Member of the Finance & Corporate Development Committee. Mr. Miraglia is the Chair of the Finance & Corporate Development Committee.

(5) Member of the Corporate Governance & Compensation Committee. Mr. Weng is the Chair of the Corporate Governance & Compensation Committee.

(6) Member of the Safety, Environmental, Technical and Reserves Committee. Mr. Guenther is the Chair of the Safety, Environmental, Technical and Reserves Committee.

The composition of the Corporation’s committees was most recently revised on August 30, 2021, and as of the date of the Circular, the current structure of the committees is as follows:

Director	Board	Audit & Risk Committee	Corporate Governance & Compensation Committee	Finance & Corporate Development Committee	Safety, Environmental, Technical and Reserves Committee
Jeff Kennedy	**			*
Mary-Lynn Oke	*	**		*
Thomas Weng	*	*	**	*
Benjamin Guenther	*	*			**
Luis Ricardo Miraglia	*			**	*
John Ellis	*		*		*
Shastri Ramnath	*		*		*

* Member

** Chair

Additional Disclosure Relating to Directors

To the Corporation’s knowledge, no proposed director of the Corporation:

(a) is, as of the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case for a period of more than 30 consecutive dates (each an “ order ”) that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) 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 Nominee was acting in the capacity as director, chief executive officer or chief financial officer;
(b) is, as of the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
(c) has, within 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 the Nominee; and

(d) no personal holding company of any Nominee is, or has been, as applicable, subject to the foregoing during the applicable time periods;

Except as follows:

(a) Mr. Miraglia was a director of the Corporation when it obtained creditor protection under the Companies’ Creditors Arrangement Act (Canada) pursuant to an order granted on December 23, 2013 by the Ontario Superior Court of Justice (Commercial List) (the “ Court ”). On February 5, 2014, the Corporation obtained an order from the Court sanctioning a plan leading to an overall capital reorganization of the Corporation, which was successfully implemented on April 22, 2014.
(b) Mr. Ellis was a director of Royal Coal Corp. (“ Royal Coal ”), a public natural resource company listed on the TSX-V. On May 9, 2012, after Mr. Ellis ceased to act as a director, Royal Coal became subject to a cease trade order in British Columbia for failure to file audited financial statements for the period ending December 31, 2011 during which period Mr. Ellis served as a director. Subsequently, similar cease trade orders were also issued in Ontario, Alberta, and Manitoba. The cease trade orders all remain in effect.

No Nominee has been subject to any penalties or sanctions imposed by a court or regulatory body relating to securities legislation or by a securities regulatory authority or has entered a settlement agreement with a securities regulatory authority.

Director Biographies

Jeff Kennedy (Director) : Mr. Kennedy was appointed to the Board in September 2019 and as Chairman of the Corporation in March 2020. In addition, Mr. Kennedy is also a director of Stroud Resources Ltd. Prior to joining the Board, Mr. Kennedy served as the Managing Director of Equity Capital Markets and Operations at Cormark Securities Inc. With over 30 years of experience, Mr. Kennedy also served as the CFO of Cormark Securities Inc. where he was responsible for financial oversight, controls and governance of operations. Mr. Kennedy is a Chartered Professional Accountant from the Institute of Chartered Professional Accountants of Ontario and obtained his Bachelor of Commerce from McMaster University.
Thomas Weng (Director) : Mr. Weng was appointed as a director of the Corporation on April 1, 2016. Mr. Weng has more than 30 years of experience in the financial services sector. Mr. Weng is currently Co-Founding Partner with Alta Capital Partners, a provider of financial advisory services. From 2007 to 2011, Mr. Weng was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and Latin America, across all industry segments. Prior to 2007, Mr. Weng held various senior positions at Pacific Partners, Morgan Stanley and Bear Stearns. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics.
Luis Miraglia (Director) : Mr. Miraglia was appointed as a director of the Corporation on September 27, 2012. Mr. Miraglia is a native of Minas Gerais, Brazil and is a Senior Partner at Azevedo Sette Advogados law firm with 25 years of experience specializing in corporate law, mergers and acquisitions, project finance, infrastructure projects and mining law. Mr. Miraglia is a member of the Corporate Law Committee of the Brazilian Bar Association, Chapter of Minas Gerais, and has advised numerous boards of privately and publicly held companies, both in Brazil and abroad, in

connection to Brazilian Law. He holds a degree (Juris Doctorate equivalent) from the Universidade Federal de Minas Gerais in Belo Horizonte, Brazil and a Master of Laws degree from the University of Chicago Law School.

John Ellis (Director) : Mr. Ellis was appointed as a director of the Corporation on June 24, 2016. John Ellis is a Professional Engineer with over 50 years of experience in the mining industry. Mr. Ellis previously served as a Director for Mexivada Mining Corp. and was Chairman and CEO of AngloGold North America and Hudson Bay Mining and Smelting Company. Prior to that, he held senior positions at Inspiration Resources Corp., and CVRD-Inco. Mr. Ellis graduated from the Haileybury School of Mines and the Montana College of Science and Technology.
Benjamin Guenther (Director) : Mr. Guenther was appointed as a director of the Corporation on November 7, 2017. Mr. Guenther is a Mining Engineer with a wide range of management, executive, consulting, and board experience and has over 40 years of experience in the global mining industry. Mr. Guenther worked for AngloGold Ashanti in management and executive positions before starting Platoro Mine Consulting LLC working as a consultant. Mr. Guenther’s prior board experience includes International Tower Hill Mines Ltd, Trans-Siberian Gold, and Zoloto Taiga. Mr. Guenther was Interim CEO for Jaguar Mining Inc. in 2018-19. Mr. Guenther graduated from the Colorado School of Mines.
Shastri Ramnath (Director) : Ms. Ramnath was appointed as a director of the Corporation on June 10, 2020. Ms. Ramnath is currently the President and CEO of Exiro Minerals Corp., a junior exploration company, and the Chair of Orix Geoscience Corp., a geological consulting firm that she co-founded and co-owns. Ms. Ramnath is a professional geoscientist and entrepreneur with over 20 years of global experience and has worked in various technical and leadership roles, including FNX Mining, where she was a key member of the exploration and resource team, and subsequently with Bridgeport Ventures, a publicly-listed company, where she was the President and CEO. Ms. Ramnath received a Bachelor of Science degree in geology from the University of Manitoba, a Master of Science in exploration geology from Rhodes University (South Africa), and an Executive MBA from Athabasca University.
Mary-Lynn Oke (Director) : Ms. Oke was appointed as a director of the Corporation effective on August 30, 2021. Ms. Oke has over 20 years of business experience built through a career that has included tax, finance, corporate, and senior leadership roles. Ms. Oke was previously with Hudbay Minerals Inc. where she was the Vice President, Finance and the Chief Financial Officer of the Manitoba Business Unit. Ms. Oke brings deep experience in financial reporting, business acquisitions and divestitures, tax, treasury, capital structuring, supply chain management, and organizational redesign. Ms. Oke holds an Honours Bachelor of Arts in Business Administration from the Richard Ivey School of Business and is a Chartered Professional Accountant.

Advance Notice Requirements

The Corporation’s By-Law Number 2, as amended, contains a requirement providing for advance notice of nominations of directors in certain circumstances where nominations for election to the Board are made by Shareholders. In the case of an annual meeting of Shareholders, notice to the Corporation must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may

be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of Shareholders (which is not also an annual meeting), notice to the Corporation must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The approval, ratification and confirmation of an amendment to By-Law Number 2 of the Corporation to add an advance notice requirement for nominations of directors by shareholders in certain circumstances was considered and approved by the Shareholders at the annual and special meeting held on June 10, 2013.

The Corporation’s By-Law No. 2, as amended, is available on SEDAR at www.sedar.com.

Re-Approval of the Stock Option Plan

The Corporation’s Stock Option Plan is a “rolling” stock option plan, whereby the maximum number of Shares that may be reserved for issuance pursuant to the exercise of options to purchase Shares (“ Options ”) is 10% of the issued Shares of the Corporation. The TSX requires listed companies that have “rolling” stock option plans in place to receive Shareholder approval for such plans every three years at the Corporation’s annual shareholders meeting. Accordingly, at the Meeting, Shareholders will be asked to ratify, confirm and approve the Stock Option Plan. The Stock Option Plan complies with the current policies of the TSX.

The purpose of the Stock Option Plan is to advance the interests of the Corporation and the Shareholders by attracting, retaining and motivating directors, officers, employees, consultants and management company employees of high caliber and potential, and to encourage and enable such persons to acquire an ownership interest in the Corporation. As at the date of this Circular, a total of 975,797 Shares are issuable pursuant to Options outstanding under the Stock Option Plan, representing 1.35 % of the issued and outstanding Shares.

The following information is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan attached to this Circular as Schedule “B”. Capitalized terms used but not defined in this section of the Circular shall have the meanings ascribed thereto in the Stock Option Plan.

Under the Stock Option Plan, the Board may from time to time, in its discretion and in accordance with the TSX requirements, grant to directors, employees and consultants of the Corporation, non-transferable Options to purchase Shares for a period of up to ten years from the date of grant, provided that the number of Shares reserved for issuance pursuant to Options may not exceed 10% of the total issued and outstanding Shares at the date of the grant.

The purpose of the Stock Option Plan is to encourage share ownership by directors, employees and consultants, to attract and retain qualified individuals and to provide additional incentives to promote the success of the Corporation and the subsidiary corporations of the Corporation. The Stock Option Plan provides an incentive for, and encourages ownership of, the Shares by its key individuals so that they may increase their stake in the Corporation and benefit from increases in the value of the Shares. Pursuant to the Stock Option Plan, the maximum number of Shares reserved for issuance in any 12-month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Shares at the date of the grant, unless disinterested Shareholder approval is obtained. The maximum number of Shares reserved for issuance in any 12-month period to any consultant may not exceed 2% of the issued and

outstanding Shares at the date of the grant and the maximum number of Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Shares at the date of the grant.

The Board shall determine the exercise period of all Options and the time or times that an Option or portion of an Option is exercisable; provided, however, that the exercise period shall not exceed ten (10) years from the applicable date of the grant. Subject to the terms of the Stock Option Plan, Options shall be exercisable in whole or in part during the exercise period in accordance with such vesting provisions, conditions or limitations as are herein described or as the Board may from time to time impose, or as may be required by the TSX or under applicable securities law.

Notwithstanding the foregoing, in the event that an optionee ceases to be eligible under the Stock Option Plan, (A) all unexercised and unvested Options granted to an optionee shall expire immediately, and (B) all vested Options granted to such optionee shall expire within ninety (90) days after such optionee ceases to be a director, employee or consultant except in the case of: (i) an optionee who is engaged in investor relations activities, in which case such optionee’s Options shall expire within thirty (30) days after such optionee ceases to be employed to provide investor relations activities; and (ii) an optionee whose employment or term of office is terminated for lawful cause, in which case any Options held by such optionee, whether or not such Options are exercisable at the time of termination, immediately expire and are cancelled on the termination date at a time determined by the Board, at its discretion. Notwithstanding the foregoing provisions, the Board may, in its discretion, at any time prior to or following the events contemplated above, permit the exercise of any or all Options held by the optionee in the manner and on terms authorized by the Board, provided that, subject to an extension under the terms of the Stock Option Plan, the Board will not, in any case, authorize the exercise of an Option beyond a period of one year from the date on which such optionee ceases to be eligible under the Stock Option Plan.

The Board may amend, suspend or terminate the Stock Option Plan, or any portion thereof, at any time, provided that such amendment does not adversely alter or impair any Option previously granted to an Optionee without the consent of such Optionee and further provided that any amendment to the Stock Option Plan will be subject to prior approval of the TSX, as required by the applicable rules of the TSX, and approval of the Shareholders, if required under applicable laws or the applicable rules of the TSX.

The exercise price for any Option shall be determined from time to time by the Board, in compliance with all the rules and requirements respecting the pricing of Options imposed by the TSX and shall not be less than the market price calculated on the basis of the closing market price of the Shares on the TSX for the most recent trading day preceding the date on which an Option is granted. All Options granted shall be exercisable by an optionee’s heirs or administrators for a period of one year from such optionee’s death, if applicable.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the following resolution to ratify and approve the Stock Option Plan (the “ Stock Option Plan Resolution ”):

“ BE IT RESOLVED THAT:

subject to final approval of the Toronto Stock Exchange (the “ TSX ”), the stock option plan (the “ Stock Option Plan ”) of Jaguar Mining Inc. (the “ Corporation ”), in the form attached as Schedule “B” to this Circular, and all grants of options thereunder, be and the same are hereby ratified, confirmed and approved, and the Corporation has the ability to continue granting options under the Stock Option Plan until June 3, 2025, which is the date that is three (3) years from the date of

the shareholder meeting at which shareholder approval of the Stock Option Plan is being sought and, assuming such shareholder approval is obtained, the date by which the Corporation must subsequently seek shareholder re-approval of the Stock Option Plan;

the unallocated options available for grant under the Stock Option Plan are hereby approved;
the directors of the Corporation or any such committee of the Corporation are hereby authorized to grant options pursuant to the Stock Option Plan to those eligible to receive options thereunder;
any one officer or director of the Corporation be and is hereby authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all action, as such officer or director shall deem necessary or appropriate to give effect to the foregoing resolutions; and
notwithstanding that this resolution has been passed by the shareholders of the Corporation, the adoption of the proposed Stock Option Plan of the Corporation is conditional upon receipt of final approval from the TSX, and the directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by the directors.”

As the Stock Option Plan does not contain an insider participation limit that is compliant with the TSX Company Manual, approval of the Stock Option Plan Resolution must be passed by a majority of the votes cast by disinterested Shareholders thereon at the Meeting, in person and by proxy, and excludes votes attached to Shares beneficially owned by insiders of the Corporation to whom Options may be granted under the Stock Option Plan and associates thereof. 382,117 Shares held by directors and executive officers of the Corporation and associates thereof will be excluded.

In the event that the Stock Option Plan Resolution is not approved at the Meeting, effective immediately, the Corporation will no longer be able to issue new Options under the Stock Option Plan. Previously issued Options will not be affected should the Stock Option Plan Resolution not be approved and will remain in place until their original expiry date in accordance with the terms of the Stock Option Plan.

The Stock Option Plan must be subsequently re-approved no later than June 3, 2025.

Management of the Corporation recommends that Shareholders vote in favour of the resolution to ratify, confirm and approve the Stock Option Plan. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the ratification, confirmation and approval of the Stock Option Plan.

Other Matters

The Corporation knows of no other matters to be brought before the Meeting. If any amendment, variation or other business is properly brought before the Meeting, the enclosed form of proxy and voting instruction confers discretion on the persons named on the form of proxy to vote on such matters.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Board administers the Corporation’s executive compensation policy with advice from the Compensation Committee. The Compensation Committee is responsible for ensuring that the Corporation has in place an appropriate plan for executive compensation and for making recommendations to the

Board with respect to the compensation of certain of the Corporation's executive officers. The Compensation Committee mandate is to ensure that the total compensation paid to the executive officers of the Corporation is fair, reasonable and consistent with the Corporation's compensation philosophy. For additional details regarding the Compensation Committee, which was combined with the Corporate Governance & Nomination Committee effective March 26, 2019, see “Board Committees – Corporate Governance & Compensation Committee ” elsewhere in this Circular.

The compensation information contained below discloses compensation paid to the following individuals:

(a) the Corporation’s Chief Executive Officer (“ CEO ”) and Chief Financial Officer (“ CFO ”) who were serving as CEO and CFO as at the end of the most recently completed financial year;
(b) each of the Corporation’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 per year; and
(c) any additional individuals for whom disclosure would have been provided under (b) except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year;

(each referred to as a “ Named Executive Officer ” or “ NEO ”).

Compensation Risk Assessment

The Board of Directors of the Corporation has considered the risks associated with the Company’s compensation policies and practices and believes the current size and structure of the Company’s executive compensation arrangements is focused on long-term value and performance, which includes, the performance of its share price. The Board is of the view that using measurable production goals and having a cap within the annual incentive plan incentivizes the Company’s employees to create long-term, sustainable value for Shareholders while managing compensation risk.

NEOs and directors of the Corporation are not authorized to purchase financial instruments (including 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.

Compensation Philosophy and Approach

Jaguar’s compensation program is designed to achieve the following:

Attract, retain, and motivate highly skilled and qualified mining executives with success in turnaround situations;
Align the interests of executive management and Shareholders;
Ensure that structures are performance driven (corporate and individual);
Mitigate the taking of inappropriate or excessive risks; and
Reflective of duties and responsibilities of executives.

Compensation

The compensation structure of the NEOs is different from the prior incumbents, as it is linked to the achievement of certain short-term and long-term objectives of the Corporation. NEOs are paid a monthly basic salary, a short-term incentive plan and a long-term incentive plan, both of which are linked to meeting of specific objectives of the Corporation. The Board and management compensation remained unchanged in 2021.

Named Executive Officers

During the most recently completed fiscal year of the Corporation, the Corporation’s NEOs were:

(a) Vernon Baker, Chief Executive Officer : Effective August 6, 2019, the Corporation entered into a written employment agreement with Mr. Baker to serve as the CEO of the Corporation.
(b) Hashim Ahmed, Chief Financial Officer: Effective June 24, 2016, the Corporation entered into a written employment agreement with Mr. Ahmed to serve as CFO of the Corporation.
(c) Eric Duarte, VP Operations: Effective January 1, 2020, the Corporation entered into a written employment agreement with Mr. Duarte to serve as VP Operations of the Corporation.
(d) Marina Freitas, VP Corporate Development: Effective July 1, 2020, the Corporation entered into a written employment agreement with Ms. Freitas to serve as VP Administration of the Corporation.

Elements of Compensation

The elements of the Corporation’s executive compensation program include fixed and performance oriented variable components, namely base salary, annual incentive (STI), and long-term incentive (LTI).

Base Salary

The Compensation Committee and the Board approve the salary ranges for the NEOs. NEOs’ base salaries are determined by assessing the incumbent’s mandate and role within the Corporation, the incumbent’s performance, and compensation trends within the mining industry.

Short-Term Incentive Plan

The annual incentive provides each NEO the opportunity to earn a bonus under the Short-Term Incentive Plan (“ STIP ”) based upon their annual achievements and performance.

The performance of each NEO is holistically evaluated by the Chief Executive Officer against the STIP Scorecard (the “ STIP Scorecard ”) at the end of the year. The STIP Scorecard was developed in consultation with the Board of Directors and attributes certain values based upon performance differentiation. This value is then converted to a percentage ranging from 0% to 100% which is then multiplied by the STIP for each of the management personnel to calculate awards.

The Compensation Committee reviews STIP recommendations at the end of each year and decisions are generally made in the first quarter of the year after audited financial statements are approved by the

Board. STIP bonuses are payed in cash, unless otherwise determined by the Compensation Committee. The formula for the STIP bonuses is intended as a guideline and the Compensation Committee has the discretion to approve and/or recommend to the Board a different bonus from the value determined by the STIP Scorecards.

Long-Term Incentive

The long-term incentive is designed to link executive compensation to company performance and longterm shareholder value, as well as to retain key management talent in the Company.

The Stock Option Plan and the Corporation’s DSU Plan were approved by the Shareholders at the June 2014 Annual General and Special Meeting of Shareholders of the Corporation.

The Board, based on recommendations of the Compensation Committee, approves grants of Options and DSUs in any given year, as well as any amendments to the security-based compensation plans of the Corporation. The amount and terms of outstanding Options and DSUs and the number of outstanding Shares (in the case of Options) are considered from time to time when determining whether to grant any further security-based compensation.

Stock Option Plan

A brief description of the Stock Option Plan is provided above under “Particulars Of Matters To Be Acted Upon ‐ Re‐approval of the Stock Option Plan” and is qualified in its entirety by the full text of the Stock Option Plan attached to this Circular as Schedule “B”.

Deferred Share Unit Plan

On April 30, 2020 the Shareholders approved and adopted the Deferred Share Unit Plan (the "DSU Plan"). The purpose of the Plan is to assist the Company in the recruitment and retention of qualified persons to serve as Employees of the Company and to align the interests of such Employees with the long-term interests of the shareholders of the Company. Every Employee, Officer or Director who is granted a DSU pursuant to this Plan is a Participant. The Plan shall be governed and interpreted in accordance with the laws of the Province of Ontario and the applicable laws of Canada. The Board may grant DSUs under the Plan at such time and in such amounts as the Board may determine.

Vested DSUs shall be redeemed in whole or in part for Shares issued from treasury or, subject to the approval of the Company, cash, as elected by the Participant, on the date on which the Participant delivers a written notice of redemption to the Company.

Whenever cash dividends or distributions are paid on the Shares, additional DSUs will be credited to the Participant’s DSU Account. The number of such additional DSUs will be calculated by dividing the aggregate dividends or distributions that would have been paid to such Participant, if the DSUs in the Participant’s DSU Account had been Shares, by the Market Price on the date on which the dividends or distributions were paid on the Shares.

A copy of the DSU Plan is attached to this Circular as Schedule “C”.

Employee Benefits

Each of the NEOs is entitled to receive other benefits during the term of their employment, which may include all or some of health, dental and vision insurance, an automobile allowance, vacation, sick leave, term life insurance and disability insurance. The Corporation provides such benefits to aid in the attraction and retention of highly qualified executives.

Termination & Change of Control Benefits

Chief Executive Officer – Mr. Vernon Baker

The employment agreement for Mr. Baker as CEO provided that upon a termination without cause or resignation for good reason, Mr. Baker would be entitled to (a) one month’s basic salary multiplied by the number of years of completed employment, with the minimum severance being 3 months and maximum severance being 18 months; and (b) any unvested awards under the Stock Option Plan shall immediately terminate.

Mr. Baker’s employment agreement provided that if there was a change of control and Mr. Baker was terminated without cause (whether actual or constructive) within 12 months following such change of control, Mr. Baker would be entitled to the following, in addition to the benefits outlined above for “termination without cause”: (a) one month’s basic salary multiplied by the number of years of completed employment, with the minimum severance being 3 months and maximum severance being 24 months; and (b) any unvested awards under the Stock Option Plan shall vest immediately.

Chief Financial Officer – Mr. Hashim Ahmed

The employment agreement for Mr. Ahmed as CFO provided that upon a termination without cause or resignation for good reason, Mr. Ahmed would be entitled to (a) one month’s basic salary multiplied by the number of years of completed employment, with the minimum severance being 3 months and maximum severance being 18 months; (b) any unvested awards under the Stock Option Plan shall immediately terminate; and (c) any unvested awards under the DSU Plan shall immediately terminate.

Mr. Ahmed’s employment agreement provided that if there was a change of control and Mr. Ahmed was terminated without cause (whether actual or constructive) within 12 months following such change of control, Mr. Ahmed would be entitled to the following, in addition to the benefits outlined above for “termination without cause”: (a) one month’s basic salary multiplied by the number of years of completed employment, with the minimum severance being 3 months and maximum severance being 24 months; and (b) any unvested awards under the Stock Option Plan shall vest immediately.

Vice President of Operations– Mr. Eric Duarte

Eric Duarte, VP Operation: Effective January 1, 2020 the Corporation entered into a written employment agreement with Mr. Duarte to serve as VP Corporate Development of the Corporation. The employment agreement for Mr. Duarte as VP provided that upon a termination without cause or resignation for good reason, Mr. Duarte would be entitled to (a) one month’s basic salary multiplied by the number of years of completed employment.

Vice President of Corporate Development – Ms. Marina Freitas

Marina Freitas, VP Corporate Development: Effective Month 7, 2020 the Corporation entered into a

written employment agreement with Ms. Freitas to serve as VP Corporate Development of the Corporation. The employment agreement for Ms. Freitas as VP provided that upon a termination without cause or resignation for good reason, Ms. Freitas would be entitled to (a) one month’s basic salary multiplied by the number of years of completed employment.

Stock Options

In 2021, the Corporation granted the following Options to its NEOs pursuant to its Stock Option Plan.

NEO	Number of stock options granted(1)	Exercise Price (C$)	Expiry Date
Vernon Baker (CEO)	24,853	8.25	March 30, 2029
Hashim Ahmed (CFO) Eric Duarte (VP) Marina Freitas (VP)	16,924 8,085 5,059	8.25 8.25 8.25	March 30, 2029 March 30, 2029 March 30, 2029

(1) See “Outstanding Share-Based Awards and Option-Based Awards” table elsewhere in this Circular for further information regarding the issuance of Options to NEOs under the Corporation’s Stock Option Plan.

Summary Compensation Table

The following table contains a summary of the compensation paid to the NEOs during the years ended December 31, 2021, 2020 and 2019.

Name and principal position (a)	Year(8) (b)				Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension Value (401(k)) (US$) (g)	All other compensation(2) (US$) (h)	Total compensation (US$) (i)
		Salary (US$) (c)	Share- based awards (US$) (d)	Option- based awards(1) (US$) (e)	Annual incentive plans (US$) (f1)	Long- term incentive plans (US$) (f2)
Benjamin Guenther, Interim CEO(3)	2021	-	-	-	-	-	-	-	-
	2020	-	-	-	-	-	-	-	-
	2019	81,364	13,307	13,307	-	-	-	-	107,978
Vernon Baker, President and CEO(3)	2021	300,000	128,633	96,128	148,500	-	-	-	673,261
	2020	300,000	27,939	104,685	56,250	-	-	-	488,873
	2019	138,777	-	-	-	-	-	-	138,777
Hashim Ahmed, Chief Financial Officer(4)	2021	259,350	87,598	65,460	107,422	-	-	-	519,830
	2020	242,483	55,877	91,599	90,000	-	-	-	479,959
	2019	229,497	41,918	33,269	50,000	-	-	-	354,684
Kevin Weston, VP Operations(5)	2021	-	-	-	-	-	-	-	-
	2020	-	-	-	-	-	-	-	-
	2019	68,913	-	-	-	-	-	-	68,913
Eric Duarte, VP Operations(6)	2021	170,549	-	31,272	37,757	-	-	-	239,578
	2020	160,327	8,382	-	-	-	-	-	168,709
	2019	-	-	-	-	-	-	-	-
Marina Freitas, VP Corporate Development(7))	2021	142,297	-	19,567	23,626	-	-	-	185,490
	2020	81,922	4,191	-	-	-	-	-	86,113
	2019	-	-	-	-	-	-	-	-

(1) The value of the options is calculated using the Black-Scholes model as of the grant date.

a. The assumptions used on the model for 2021 were: weighted average share price on grant dates: C$8.25, weighted average exercise price: C$8.25; weighted average risk-free interest rate on grant dates: 0.14%; weighted average expected life (in years): 4.0; weighted average volatility factor: 83.44%.
b. The assumptions used on the model for 2020 were: weighted average share price on grant dates: C$0.25, weighted average exercise price: C$0.25; weighted average risk-free interest rate on grant dates: 0.26%; weighted average expected life (in years): 4.0; weighted average volatility factor: 90.83%.
c. The assumptions used on the model for 2019 were: weighted average share price on grant dates: C$0.09, weighted average exercise price: C$0.10; weighted average risk-free interest rate on grant dates: 1.48%; weighted average expected life (in years): 4.0; weighted average volatility factor: 69.31%.
(2) Amounts reported include certain perquisites and benefits related to the performance of a NEO's duties and includes the premium for officers' term life insurance policy and the premium for officers' disability life insurance policy.

(3) Mr. Baker was appointed as the CEO of the Corporation on August 6, 2019. Mr. Guenther, the Interim CEO, resigned on August 6, 2019.
(4) Mr. Ahmed was appointed as CFO on June 24, 2016.
(5) Mr. Kevin Weston was appointed as VP Operations on August 17, 2018. Effective April 26, 2019, Mr. Weston resigned as VP Operations.
(6) Mr. Eric Duarte was appointed as VP Operations on January 1, 2020.
(7) Ms. Marina Freitas was appointed as VP Corporate Development on July 1, 2020.
(8) The Corporation used the Bank of Canada average noon rate of exchange of CDN$1 = $0.7980 for 2021. The Corporation used the Bank of Canada average noon rate of exchange of CDN$1 = $0.7461 for 2020. The Corporation used the Bank of Canada average noon rate of exchange of CDN$1 = $0. 7537 for 2019.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out for each applicable NEO, the Options (option-based awards) and DSUs (sharebased awards) outstanding as at December 31, 2021.

Name (a)	Number of securities underlying unexercised options (#) (b)	Option exercise price (C$)(1) (c)	Option expiration date (d)	Value of unexercised in-the- money options (US$) (e)	Number of units that have not vested (#) (f)	Market or payout value of share- based awards that have not vested (US$)(2) (g)	Market or payout of vested share- based awards not paid out or distributed (US$)(2) (h)
Vernon Baker	6,213	8.25	January18,2029	40,432	-	-	-
	46,669	2.50	January13,2028	92,031	-	-	-
	425,000	2.20	August 3,2027	734,349
	-	-	-	-	20,680	70,306	19,542
Hashim Ahmed	4,231	8.25	January18,2029	27,534	-	-	-
	40,835	2.50	January13,2028	80,527	-	-	-
	91,667	1.00	May31,2027	72,307	-	-	-
	17,500	7.40	August 6,2024	103,081	-	-	-
	7,500	13.50	October 6,2022	79,522	-	-	-
	-	-	-	-	47,088	160,086	28,044
Eric Duarte	1,516	8.25	January18,2029	9,866	667	2,268	3,175

(1) The information above refers to options issued under the Stock Option Plan and units issued under the DSU Plan.

(2) This amount was calculated considering C$4.31 share price as at December 31, 2021, and a foreign exchange rate of CDN$1 = $0.7888 for 2021.

Value Vested or Earned During the Year

The following table sets forth, for each applicable NEO, the value of all incentive plan awards vested or earned during the year ended December 31, 2021.

Name (a)	Option-based awards – Value vested during the year (US$) (b)	Share-based awards – Value vested during the year (US$) (c) (1)	Non-equity incentive plan compensation - Value earned during the year (US$) (d)
Vernon Baker	451,759	15,204	148,500
Hashim Ahmed	221,900	108,043	107,422
Eric Duarte	5,154	1,873	37,757

(1) This amount was calculated considering C$4.31 share price as at December 31, 2021, and a foreign exchange rate of CDN$1 = $0.7888 for 2021.

Compensation of Directors

General

The Corporation compensates non-executive directors annually, pursuant to a written policy, by paying cash fees, and a long-term component, which may be comprised of stock options and/or DSUs. NEOs are not paid a fee for service as a director in addition to what they are provided pursuant to their employment agreements. Directors with a written employment agreement with the Corporation are not paid a fee for service as a director in addition to what they are provided pursuant to their employment agreements. Currently, all of the directors are eligible for fees for their services as directors. The following table describes compensation for non-executive directors for the year ended December 31, 2021.

Name (a)	Fees earned (US$)(1) (b)	Share- based awards(2) (US$) (c)	Option- based awards(2) (US$) (d)	Non-equity incentive plan compensation (US$) (e)	Pension value (US$) (f)	All other compensation (US$) (g)	Total (US$) (h)
Jeff Kennedy(3)	71,288	93,552	-	-	-	-	164,840
Luis Miraglia	50,500	93,552	-	-	-	-	144,052
Thomas Weng	56,000	93,552	-	-	-	-	149,552
John Ellis	46,000	93,552	-	-	-	-	139,552
Benjamin Guenther	50,500	93,552	-	-	-	-	144,052
Shastri Ramnath	46,000	93,552	-	-	-	-	139,552
Mary-Lynn Oke(3)	18,701	27,855	-	-	-	-	46,556

(1) Includes payments associated with membership of special committees of the Board.

(2) Information refers to options issued under the Stock Option Plan and units issued under the DSU Plan.

(3) On August 31, 2021, the Company announced the appointment of Mary-Lynn Oke as a director of the Company and Chair of the Audit & Risk Committee, effective August 30, 2021, replacing Mr. Kennedy as Chair of the Audit & Risk Committee.

Board Annual Retainers

The Compensation Committee previously recommended to the Board that the revised Board fees, effective January 1, 2021, are as follows:

Director(1)	Title	Retainer	Chair	Committee membership	Total Compensation
Jeff Kennedy	Chair	$40,000	$20,000	$3,000	$63,000
Benjamin Guenther	Safety, Environmental, Technical & Reserves Chair	$40,000	$7,500	$3,000	$50,500
Luis Miraglia	Finance & Corporate Development Chair	$40,000	$7,500	$3,000	$50,500
Mary-Lynn Oke(2)	Audit & Risk Chair	$40,000	$12,500	$3,000	$55,500
Thomas Weng	Corporate Governance & Compensation Chair	$40,000	$10,000	$6,000	$56,000
John Ellis	Director	$40,000	-	$6,000	$46,000
Shastri Ramnath	Director	$40,000	-	$6,000	$46,000
Total		$280,000	$57,500	$30,000	$367,500

(1) All the amounts are in US dollars.

(2) On August 31, 2021, the Company announced the appointment of Mary-Lynn Oke as a director of the Company and Chair of the Audit & Risk Committee, effective August 30, 2021, replacing Mr. Kennedy as Chair of the Audit & Risk Committee.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out for each non-executive director, the options (option-based awards) and DSUs (share-based awards) outstanding as at December 31, 2021.

		Option-based Awards(1)	Option-based Awards(1)			Share-based Awards(4)	Share-based Awards(4)
Name (a)	Number of securities underlying unexercised options (#) (b)	Option exercise price (C$)(2) (c)	Option expiration date (d)	Value of unexercised in-the- money options (US$) (e)	Number of units that have not vested (#) (f)	Market or payout value of share-based awards that have not vested (US$) (g)	Market or payout value of vested share-based awards not paid out or distributed (US$)(3) (h)
Jeff Kennedy	17,000	2.50	January 13, 2028	33,380	-	-	-
	22,500	1.90	October 2, 2027	33,576	-	-	88,417
Luis Miraglia	7,894	13.50	May 10, 2022	39,060	-	-	422,076
Thomas Weng	20,000	1.00	May 29, 2027	15,708	-	-	353,837
John Ellis	-	-	-	-	-	-	343,087
Benjamin Guenther	-	-	-	-	-	-	78,829
Shastri Ramnath	8,500	8.70	August 17, 2028	58,080	-	-	70,293
Mary-Lynn Oke(5)	-	-	-	-	-	-	26,042

(1) Options vesting term immediately.

(2) Expressed in Canadian dollars.

(3) This amount was calculated considering C$4.31 share price as at December 31, 2021, and a foreign exchange rate of CDN$1 = $0.7888 for 2021.

(4) Under the current DSU Plan, directors cannot sell their Shares until they retire from the Board.

(5) On August 31, 2021, the Company announced the appointment of Mary-Lynn Oke as a director of the Company and Chair of the Audit & Risk Committee, effective August 30, 2021, replacing Mr. Kennedy as Chair of the Audit & Risk Committee.

Value Vested or Earned During the Year

The following table sets forth, for each non-executive director, the value of all incentive plan awards as of the year ended December 31, 2021.

Name (a)	Option-based awards – Value vested during the year (US$) (b)	Share-based awards – Value vested during the year (US$)(1)(2) (c)	Non-equity incentive plan compensation - Value earned during the year (US$) (d)
Jeff Kennedy	-	53,706	$ -
Luis Miraglia	-	67,896	$ -
Thomas Weng	-	64,989	$ -
John Ellis	-	64,534	$ -
Benjamin Guenther	-	53,301	$ -
Shastri Ramnath	-	70,293	$ -
Mary -Lynn Oke(3)	-	26,042	$ -

(1) The information above refers to options issued under the Stock Option Plan and units issued under the DSU Plan.

(2) This amount was calculated considering C$4.31 share price as at December 31, 2021, and a foreign exchange rate of CDN$1 = $0.7888 for 2021.

(3) On August 31, 2021, the Company announced the appointment of Mary-Lynn Oke as a director of the Company and Chair of the Audit & Risk Committee, effective August 30, 2021, replacing Mr. Kennedy as Chair of the Audit & Risk Committee.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information concerning the Stock Option Plan and DSU Plan as of the date of this Circular. All the equity compensation awards are in accordance with the Stock Option Plan and DSU Plan that was previously approved by the Shareholders. The table below outlines the Equity Compensation plans approved and not approved by security holders, respectively:

Plan Category	Number of Shares to be issued upon exercise of outstanding options/units (a)	Weighted average exercise price of outstanding options (C$)(1) (b)	Number of Shares remaining available for future issuance under Equity Compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
Stock Option Plan(2)	975,797	2.80	6,268,690
Deferred Share Unit Plan	2,796,390	-	2,796,390
Equity compensation plans not approved by security holders
-	-	-	-
Total	3,772,187	2.80	6,268,690

(1) Any vesting conditions (which may include time restrictions, performance conditions or a combination of both) for DSUs shall be determined by the Board and set out in each Confirmation. Notwithstanding any other provision of this Plan, the Board may in its sole and absolute discretion accelerate and/or waive any vesting or other conditions for all or any DSUs for any Participant at any time and from time to time.

(2) Options may be granted from time to time by the Board, within the limits set forth in the Stock Option Plan, to any Eligible Persons. All terms of all Options granted under this Plan shall be evidenced by a certificate between the Company and the Optionee, as the Board may from time to time determine. The form of certificate may vary among Optionees.

The following table sets out the burn rate percentages in respect of equity securities under the Company’s Stock Option Plan and DSU Plan for the fiscal years ended 2021, 2020 and 2019.

		Stock Option Plan	Stock Option Plan	Deferred Share Unit Plan	Deferred Share Unit Plan	Deferred Share Unit Plan
	2021	2020	2019	2021	2020	2019
Burn Rate(1)	0.08%	0.38%	0.29%	0.18%	0.10%	-

(1) The number of awards granted each year, expressed as a percentage of the weighted average number of outstanding Shares of the Company at the end of the fiscal year.

Share Price Performance Graph

On October 9, 2003, pursuant to an amalgamation agreement dated July 16, 2003, Jaguar amalgamated with Rainbow Gold Ltd., a New Brunswick corporation and a then inactive reporting issuer listed on the TSX Venture Exchange (the “ TSX-V ”), through a reverse take-over. The amalgamated entity adopted the name “Jaguar Mining Inc.” Jaguar was approved for listing on the TSX-V on October 14, 2003 and began trading on October 16, 2003. Jaguar subsequently graduated from the TSX-V to the TSX and began trading on the TSX on February 17, 2004 under the symbol “JAG”. On July 23, 2007, trading of Jaguar’s Shares commenced on the NYSE Arca Exchange (“ NYSE Arca ”) under the symbol “JAG”. In July 2009, Jaguar received approval from the New York Stock Exchange (“ NYSE ”) to transfer the trading of its Shares from the NYSE Arca to the NYSE. Trading on the NYSE began on July 6, 2009, also under the symbol “JAG”. The Shares were delisted from the NYSE on June 7, 2013 and from the TSX on April 30, 2014, when the Company announced that the TSX-V had accepted its listing application. On August 3, 2016, the Shares recommenced trading on the TSX and were delisted from the TSX-V.

The graph below shows the price performance of Jaguar (green line) on Toronto Stock Exchange during the past 5 years compared with the S&P TSX Global Mining Index (purple line):

==> picture [468 x 158] intentionally omitted <==

Since 2016, the Corporate Governance & Compensation Committee has made efforts to determine a higher proportion of NEO compensation based on share price performance and the impact it has on the Corporation’s Shareholders. In particular, the Corporation’s long-term incentive is designed to link executive compensation to the Corporation’s performance and long-term shareholder value.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND OTHERS

No (i) executive officer, director or Nominee of the Corporation, (ii) associate of an executive officer, director or Nominee, or (iii) former executive officer, director or employee of the Corporation, was indebted to the Corporation or its subsidiaries at any time during the most recently completed financial year of the Corporation or as of the date of this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, in any transactions since the commencement of the Corporation’s most recently completed financial year, or in any proposed transaction which has materially

affected or would materially affect the Corporation or any of its subsidiaries of (i) directors or executive officers of the Corporation, (ii) Nominees, (iii) any Shareholder who beneficially owns 10 percent or more of the Shares, (iv) any other informed person (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ), or (v) any known associate or affiliate of any of the foregoing persons.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

Directors’ and officers’ liability insurance has been purchased for the benefit of the directors and officers of the Corporation, to back up the Corporation's indemnification of them against liability incurred in their capacity as directors and officers, subject to certain limitations under applicable law. The premium for such insurance in the 2021 fiscal year was approximately US$178,000, which was paid by the Corporation.

In accordance with the provisions of the Business Corporations Act (Ontario), the by-laws of the Corporation, as amended in 2009, also provide that the Corporation will indemnify a director or officer, a former director or officer, or an individual who acts or acted at the Corporation's request as a director or officer or an individual acting in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided however that the Corporation shall not so indemnify an individual unless the individual (i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request, and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual's conduct was lawful.

In addition, the Corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above, but the individual shall repay the Corporation if the individual does not fulfil the conditions set out in (i) and (ii) above.

During the 2021 fiscal year, no directors or officers were paid by the insurer under the Corporation’s directors’ and officers’ insurance policy in their capacity as such.

OTHER BUSINESS

Management knows of no other matter to come before the Meeting other than the matters referred to in the accompanying Notice of Meeting and this Circular.

CORPORATE GOVERNANCE DISCLOSURE

Diversity

Board Diversity

The Corporation recognizes the benefits that gender and ethnic diversity brings to the enterprise. The Board aims to be comprised of directors who have a range of perspectives and views in relation to the issues affecting the Corporation. The Board has adopted a Diversity Policy (the “ Policy ”) and intends to formalize and publish the document in the coming year. The Policy intends that the composition of the Board should reflect a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. The Corporation has in the past and continues to actively and

expressly consider the diversity of candidates when filling Board vacancies and changing its composition. In 2018, the Board set a target, to be achieved within three to five years, that at least one of the members of the Board should be a woman. After conducting interviews with several candidates for appointment to the Board, on June 10, 2020, the Board resolved to appoint Shastri Ramnath as the first female director of the Corporation. Working to further expand the Board’s diversity, and after interviewing many candidates, on August 31, 2021, the Board announced Mary-Lynn Oke as a director of the Corporation and the Chair of the Audit & Risk Committee. Ms. Ramnath and Ms. Oke are among the seven (7) individuals listed in this Circular as Nominees to be re-elected at the Meeting. The Corporation has remained committed to a merit-based system for Board composition, which requires a diverse and inclusive culture. When identifying suitable candidates for appointment to the Board, the Corporation considers candidates on merit against an objective criterion having due regard to the benefits of diversity and the needs of the Board. Any search firm engaged to assist the Board or the Corporate Governance & Compensation Committee in identifying candidates for appointment to the Board has been and will continue to be directed to include female candidates, and female candidates with the skills and profile sought will be included in the Board’s list of potential Board nominees.

Diversity in Executive Officer Appointments

In 2017, the Corporation adopted a policy that recognizes gender diversity as one aspect of diversity that it seeks to promote within Jaguar. The Corporation believes that a diversity of backgrounds, opinions and perspectives and a culture of inclusion helps to create a healthy and dynamic workplace, which improves overall business performance. The Corporation recognizes the value of ensuring that it has leaders from diverse backgrounds. The Corporation works to develop its employees internally and provide them with opportunities to advance their careers. The Corporation will build a strategy and execution plan to work towards increasing the representation of women in mining at all levels of the operations. In appointing individuals to its leadership team, at both the corporate level and business vertical level, the Corporation weighs a number of factors, including the skills and experience required for the position and the personal attributes of the candidates.

Currently, one of the three Vice Presidents in Brazil is a female. In addition, nearly 40% of the workforce in the corporate office in Brazil is female. The Corporation believes that the most effective way to achieve its goal of increasing the representation of diverse people in leadership roles at all levels of the organization is to identify high-potential capable employees within the Corporation and work with them to ensure they develop the skills, acquire the experience and have the opportunities necessary to become effective leaders. The Corporation will, however, evaluate the appropriateness of adopting diversity targets in the future.

As a Canadian issuer, the Corporation is required to provide annual disclosure of its approach to corporate governance regarding National Instrument 58-101 – Disclosure of Corporate Governance Practices .

Board of Directors

The Board reviews the independence of all directors on an annual basis and directors have an ongoing obligation to inform the Board of any material changes in their circumstances or relationships which may affect the Board’s determination as to their independence. Generally, an independent director means a director who has no direct or indirect material relationship with the Corporation. For these purposes, “material relationship” means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment.

The Board has determined that all Nominees for election to the Board are independent of management and free from any interest or any business that could materially interfere with their ability to act as a director with a view to the best interests of the Corporation. All Nominees also meet the definition of “independence” set out in National Instrument 52-110 – Audit Committees .

A number of the directors are directors of other listed issuers. Mr. Ellis is a director of Hycroft Mines. Mr. Weng is a director of International Tower Hill Mines. Mr. Kennedy is a director of the Uranium Participation Fund. Ms. Ramnath is a director of 1911 Gold Corp. and a technical director of Meteoric Resources NL.

Mr. Kennedy, an independent director, is Chairman of the Board. Mr. Kennedy’s role as Chairman is to provide leadership to the Board and to be a liaison between the Board and the management of the Corporation. His responsibilities include leading the Board meetings, establishing procedures to assist the Board's work, facilitating ongoing communication between the Board and management, overseeing the responsibilities delegated to the Board committees, representing the Corporation in his capacity as Chairman, and performing such other functions as established in the Corporation's formation documents and as defined in the Chairman’s position description.

Independent directors hold regularly scheduled in-camera sessions at each Board meeting at which nonindependent directors and members of management are not in attendance. In 2021, the Board held incamera sessions at all the Board meetings. The following table reflects the attendance record of each director at Board meetings held during the period from January 1, 2021, through to December 31, 2021. The number of meetings set out below reflects the total number of meetings while such person was a director. In total, there were four quarter-end Board meetings (including four Audit Committee meetings, four Finance Committee meetings, four Safety, Environment, Technical and Reserves Committee (also referred as “Technical Committee”) meetings, two Corporate Governance & Compensation Committee meetings, and two Compensation Committee meetings), one strategy meeting and two budget meetings.

	Board and Committee Meetings – Attendance1	Board and Committee Meetings – Attendance1	Board and Committee Meetings – Attendance1	Board and Committee Meetings – Attendance1
Director	Board of Directors	Audit & Risk	Finance & Corporate Development	Corporate Governance & Compensation	Safety, Environmental, Technical and Reserves
Thomas Weng	5/5	4/4	2/2	2/2	-
Luis Miraglia	5/5	4/4	2/2	-	4/4
Jeff Kennedy	5/5	4/4	2/2	2/2	-
John Ellis	5/5	-	-	-	4/4
Benjamin Guenther	5/5	4/4	-	-	4/4
MaryLynn Oke	2/2	2/2	-	-	-
Shastri Ramnath	5/5	-	-	2/2	4/4

Participation represents 100% of the meetings since the appointment of the Director.

Jaguar has not adopted any term limits for its directors serving on the Board. At this time, Jaguar does not expect that these types of policies would be appropriate for the Board. The Corporation believes that a rigorous self-evaluation process combined with input from an external third-party governance firm is a more effective and transparent manner to ensure that the directors add value and remain strong contributors. However, the reappointment eligibility for the directors is assessed at each Annual General Meeting.

Board Mandate

The Board has expressly assumed responsibility for supervising the management of the business and affairs of the Corporation. It is the Board’s policy and goal to enhance shareholder value by careful oversight (including approval of all material actions) of the Corporation’s businesses, and by continuously assessing long-range opportunities to expand these businesses. The Board sets long-term goals, reviews strategic planning and policies established by senior management, supervises the implementation of such goals and policies, and critically reviews the progress of such goals and policies at its meetings. The Governance, Compensation and Nominating Committee of the Board recommended, and the Board adopted, a written mandate of the Board on November 7, 2006. A copy of the Board mandate is attached as Schedule “A” hereto.

Position Descriptions

In 2006, the Board, with the assistance of the Governance, Compensation and Nominating Committee, adopted a written position description for the Chairman of the Board. Such position description was formulated based upon the standards in the industry.

Effective January 2017, the Board separated the Governance, Compensation and Nominating Committee to (a) the Corporate Governance & Nomination Committee and (b) the Compensation Committee for advising and making recommendations to the Board concerning responsibilities relating to various corporate governance and compensation matters of the Corporation. Effective March 26, 2019, the Board combined the Corporate Governance & Nomination Committee and the Compensation Committee into the “Corporate Governance & Compensation Committee”. The current members of the Corporate Governance & Compensation Committee are Thomas Weng (Chairman), Jeff Kennedy and Shastri Ramnath, all of whom are independent directors.

The roles and duties of the persons holding the positions of Chairman of each of the Board Committees are established through a discussion of, and agreement upon, the standards in the industry and based on the recommendations of the Corporate Governance & Compensation Committee. The Board has also established the written job description of the CEO as part of the employment contract.

Assessments

The Corporate Governance & Compensation Committee is responsible for implementing an annual process for assessing the effectiveness of the Board as a whole, as well as its committees and individual directors. The results of the assessment process are used to continually improve the performance of the Board, its committees, and each director. The Corporate Governance & Compensation Committee will also consider the feedback provided on individual directors in making its recommendations with respect to Board nominees.

Orientation and Continuing Education

The Corporation provides education (through management and outside professional advisers) on specific issues as they arise. The Board's practice is to conduct an initial orientation session for new directors and an annual orientation meeting to update all directors regarding relevant matters. In addition, management presentations are made to the Board as required on developments relating to the business of the Corporation.

The Corporate Governance & Compensation Committee maintains responsibility under its written charter to provide orientation training and continuing education to all directors of the Corporation. In addition, all of the Board members visit the Company’s operations in Brazil and are introduced to various management personnel at each site and in the corporate offices.

Ethical Business Conduct

The Board and the Corporation have a long-standing commitment to conduct the Corporation's business in compliance with applicable laws and regulations. This commitment helps maintain the Corporation’s reputation for honesty, quality and integrity. The Corporation requires that all employees respect and obey all applicable laws. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Corporation is regulated by a number of laws, rules and regulations. Compliance with these laws, rules and regulations is required and expected. The Board has adopted a whistleblower policy to facilitate anonymous complaints of employees, contractors, directors, officers and the Corporation’s agents against the Corporation or any of its directors, officers or employees relating to financial statement disclosures, accounting, internal controls and audit matters. The Board has also adopted an insider trading policy which outlines the rules and restrictions applicable to directors, officers and employees of the Corporation and its subsidiaries regarding the trading of securities of the Corporation.

Directors and officers are expected to act in a manner that avoids even the appearance of conflict between their personal interests and those of the Corporation. To that end, duties and responsibilities of directors include: (i) preventing personal interests from conflicting with, or appearing to conflict with, the interests of the Corporation and disclosing details of any such real or perceived conflicts of interest should they arise, and (ii) voting on all matters requiring a decision of the Board or its Committees, except where a conflict of interest may exist. In addition, any member of the Board who finds himself in a real or potential conflict of interest situation must immediately declare his interest to the Board and refrain from participating in any discussion about the conflicting issue or from voting thereon. The directors and officers owe a duty to the Corporation to advance its legitimate interests when the opportunity to do so arises. The Corporation's policy is to compete vigorously, aggressively and successfully in today's increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which it operates.

The Board, through the Corporate Governance & Compensation Committee, monitors compliance with the Code of Conduct and Ethics. The Board requires the Corporation's executive management to advise it of any reports received regarding violations of the Code of Conduct and Ethics. The Board is responsible for the granting of any waivers from the Code of Conduct and Ethics to directors or executive officers. Disclosure will be made by the Corporation as required by law of any waiver from the requirements of the Code of Conduct and Ethics granted to the Corporation's directors or executive officers in the Corporation's quarterly report that follows the grant of such waiver.

The Corporation’s corporate governance policies are accessible on the Corporation’s website. A copy of the Code of Conduct and Ethics may be obtained by submitting a request in writing to the Chief Financial Officer of the Corporation at 100 King Street West, Suite 5600, Toronto, Ontario, Canada M5X 1C9. The Code of Conduct and Ethics may also be accessed on the Corporation's website at www.jaguarmining.com.

Nomination of Directors

The Board keeps itself informed of the leaders in the business world and particularly leaders in the mining industry. Any member of the Board may submit a potential candidate to be a nominee for the position of director. The Board reviews the field of potential nominees having regard to the competencies and skills desired of the Board and discusses the achievements, skills and competencies, leadership qualities, professional acumen and availability of such potential nominees, and agrees on which candidates are presented as official nominees supported by the Board. The Board currently does not have a separate nominating committee. The Corporate Governance & Compensation Committee will continue to examine whether the Board should establish a nominating committee if circumstances warrant. Notwithstanding the foregoing, the Corporate Governance & Compensation Committee has the authority to, among other things, assist the Board with identifying individuals qualified to become Board members and selecting director nominees for election at any annual shareholders meeting of the Corporation. The Corporate Governance & Compensation Committee is also responsible for reviewing the size and composition of the Board from time to time.

Board Committees

The Board maintains such committees as required by applicable corporate or securities laws and the rules or guidelines of any stock exchange upon which shares of the Corporation are listed for trading. In addition, the Board maintains any committee it deems appropriate (on an ad hoc basis or otherwise) and delegates to such committee such authority as the Board sees fit and as permitted by applicable law. Notwithstanding any such delegation, the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities. At present, the Board maintains (a) an Audit & Risk Committee, (b) a Corporate Governance & Compensation Committee, (c) a Finance & Corporate Development Committee, and (d) a Safety, Environmental, Technical and Reserves Committee.

Audit & Risk Committee

As of the date of this Circular, the members of the Audit & Risk Committee are Ms. Oke, Mr. Guenther and Mr. Weng, all of whom are independent directors. Ms. Oke is the Chair of the Audit & Risk Committee. Together, the members of the Audit & Risk Committee possess:

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 individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

All of the members of the Committee meet the independence and financial literacy and expert requirements under Canadian legislation to properly constitute the Audit & Risk Committee.

The Audit & Risk Committee also assists the Board in fulfilling its oversight responsibilities by conducting reviews and discussions with management and the independent auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures of the Corporation and ensuring implementation of such controls and procedures; monitoring the quality and integrity of the Corporation's financial statements and other financial information; and selecting and monitoring the independence and performance of the Corporation's outside auditors. The Audit & Risk Committee is also responsible for overseeing the Corporation's whistleblower procedures and administering the whistleblower policy. As part of its role, the Audit & Risk Committee receives recommendations from management and the external auditor appointed by the Shareholders regarding the matters described in the preceding sentence, examines such recommendations and advises the Board concerning actions that should be taken.

Disclosure of information concerning the Audit & Risk Committee, as required by Form 52-110F2, is set forth in the Corporation’s annual information form for the fiscal year ended December 31, 2021 under the sections entitled "Audit & Risk Committee", "Audit Fees", "Audit Related Fees", "Tax Fees" and "All Other Fees" under " Directors and Executive Officers ", and a copy of the Charter of the Audit Committee is attached as Appendix “A” to such annual information form, available on SEDAR at www.sedar.com. A copy of the Charter is also accessible on the Corporation's website at www.jaguarmining.com.

Corporate Governance & Compensation Committee

Effective January 2017, the Board separated the Governance, Compensation and Nominating Committee to (a) the Corporate Governance & Nomination Committee and (b) the Compensation Committee for advising and making recommendations to the Board concerning responsibilities relating to various corporate governance and compensation matters of the Corporation. Effective March 26, 2019, the Board combined (a) the Corporate Governance & Nomination Committee and (b) the Compensation Committee into the “Corporate Governance & Compensation Committee”. The current members of the Corporate Governance & Compensation Committee are Thomas Weng (Chair), John Ellis and Shastri Ramnath, all of whom are independent directors.

In November 2006, the Corporate Governance & Compensation Committee adopted a written Charter, which was most recently updated on March 18, 2016. Generally, the Corporate Governance & Compensation Committee assists the Board in discharging its duties relating to the safeguarding of assets, develops, recommends and oversees the operation of adequate corporate governance systems in compliance with applicable laws, stock exchange rules and accounting standards, identifies individuals qualified to become Board members, and assists in the selection of director nominees. In addition, the Corporate Governance & Compensation Committee is responsible for developing and administering director orientation and continuing education programs, reviewing the size and composition of the Board and its Committees and their functions and effectiveness, making recommendations to the Board with respect to fraud prevention policies, and recommending sound corporate governance practices on an ongoing basis.

The Corporate Governance & Compensation Committee also reviews industry standards and considers the recommendations of consultants in developing the written Board compensation policy and subsequent updates thereto. For additional information concerning the process of determining compensation for the directors and executive officers of the Corporation, see “Statement of Executive Compensation” and “Compensation of Directors” elsewhere in this Circular.

The Corporate Governance & Compensation Committee is responsible for establishing, administering and evaluating the compensation philosophy, policies and plans for non-employee directors and executive officers, and reviewing and making recommendations to the Board concerning director and executive compensation. In addition, the Corporate Governance & Compensation Committee is responsible for making recommendations to the Board with respect to the CEO’s compensation and setting goals and objectives relevant to the CEO, reviewing peer group and other industry compensation data, reviewing and making recommendations to the Board in respect of equity-based and incentive compensation plans, overseeing the appointment, promotion, performance and compensation of the Corporation's nonexecutive officers and recommending any necessary changes to the Board.

The members of the Corporate Governance & Compensation Committee have experience in leadership roles, and with their extensive knowledge of the mining industry and their mix of experience in operations, financial matters and corporate strategy, they provide the Corporate Governance & Compensation Committee with the collective skills, knowledge and experience necessary to effectively carry out its mandate. The Corporate Governance & Compensation Committee ensures that the Corporation develops and implements an effective and efficient approach to corporate governance that enables the business and affairs of the Corporation to be carried out, directed and managed with the objective of enhancing shareholder value. Further, each member fully understands the Corporation’s business model, the key value drivers and the performance metrics arising from achieving the Corporation’s annual goals.

The Corporate Governance & Compensation Committee also has a complementary range of skills in areas such as finance, corporate governance, risk assessment, public company leadership and board experience, which allow them to make effective decisions on the Corporation’s compensation practices. Through such skills, they have acquired direct experience relevant to their responsibilities in reviewing and considering executive compensation.

The following comprises a summary of each member’s direct experience that is relevant to his or her responsibilities in executive compensation and that contributes to the ability of the Corporate Governance & Compensation Committee to make decisions on the suitability of the Corporation’s compensation policies and practices.

Mr. Weng • Co-founding Partner at Alta Capital Partners and served as Managing Director at Deutsche Bank.
Various executive positions at Pacific Partners, an alternative investment firm, Morgan Stanley and Bear Stearns.
Graduated from Boston University with a Bachelor of Arts in Economics.

Mr. Ellis

Ex-Board Member of Hycroft Mining
International Executive Anglo Gold Ashanti
Ms. Ramnath • Chief Executive Officer and President at Exiro Minerals Corporation. • Director at 1911 Goldcorp and at Meteoric Resources. • Founder and Chairperson at Orix GeoScience. • B.Sc. (Honours) in Geological Sciences from the University of Manitoba and M.Sc in Exploration Geology from Rhodes University South Africa.

Safety, Environmental, Technical and Reserves Committee

In 2014, the Board reconstituted the Health, Safety and Environmental Committee and renamed it to the Safety, Environmental, Technical and Reserves Committee for reviewing, advising, and making

recommendations to the Board concerning the fulfillment of responsibilities relating to various human resources and environmental issues applicable to the Corporation. The current members of the Committee are Benjamin Guenther (Chair), Luis Miraglia, John Ellis and Shastri Ramnath, all of whom are independent directors except Mr. Miraglia, because he is a partner at Azevedo Sette Advogados, a Brazilian law firm that is compensated for providing legal services to the Company.

Finance & Corporate Development Committee

Effective January 2017, the Board established a new Finance & Corporate Development Committee for reviewing, advising and making recommendations to the Board concerning the potential mergers and acquisitions, growth initiatives and financing alternatives for the Company. The current members of the Committee are Luis Miraglia (Chair), Thomas Weng, Jeff Kennedy and Mary-Lynn Oke, all of whom are independent directors except Mr. Miraglia.

ADDITIONAL INFORMATION

A copy of this Circular has been sent to each director of the Corporation, each Shareholder entitled to receive notice of, and to vote at, the Meeting and to the auditors of the Corporation. Additional information about the Corporation may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Shareholders may request copies of the Corporation’s annual consolidated financial statements and Management's Discussion and Analysis for the fiscal year ended December 31, 2021 by contacting the Chief Financial Officer of the Corporation at 100 King Street West, Suite 5600, Toronto, Ontario, Canada, M5X 1C9 by phone (416-847-1854) or by email ([email protected]). Financial information relating to the Corporation is included in the comparative audited consolidated financial statements and Management’s Discussion and Analysis for the most recently completed financial year ended December 31, 2021.

APPROVAL

The contents of this Circular and the sending thereof to the Shareholders, each director of the Corporation and its auditors have been approved by the Board of the Corporation.

DATED as of the 18th day of April, 2022.

“Jeff Kennedy” Jeff Kennedy Chairman of the Board of Directors

SCHEDULE “A”

BOARD MANDATE

History of the Board Mandate

Adopted by the Board of Directors: November 7, 2006

Purpose of the Board

The directors are elected by the shareholders and are responsible for the stewardship of the business and affairs of the Corporation. The Board seeks to discharge this responsibility by reviewing, discussing and approving the Corporation's strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure enhance and preserve the business of the Corporation and the underlying value of the Corporation.

Although directors may be elected by the shareholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Corporation must be paramount at all times.

Mandate

The Board discharges its responsibility for overseeing the management of the Corporation's business by delegating to the Corporation's senior officers the responsibility for day-to-day management of the Corporation. The Board discharges its responsibilities both directly and through its committees, the Audit & Risk Committee, the Corporate Governance & Compensation Committee and the Safety, Environmental, Technical and Reserves Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address issues of a more short-term nature. The Board's primary roles are overseeing corporate performance and providing quality, depth and continuity of management to meet the Corporation's strategic objectives. Other principal duties include, but are not limited to, the following categories:

A. Appointment of Management

The Board is responsible for approving the appointment of the Chief Executive Officer and the other officers of the Corporation and reviewing the performance of the executive officers. The Board responds to recommendations of the Corporate Governance & Compensation Committee concerning the compensation of the Chief Executive Officer and the other executive officers of the Corporation and approves their compensation.
The Board from time to time delegates to senior management the authority to enter into transactions, such as financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business are reviewed by and are subject to the prior approval of the Board.

The Board oversees that succession planning programs are in place, including programs to train and develop management. The Board is responsible for approving management's succession plans for the Chief Executive Officer and the other officers of the Corporation.

B. Board Organization

The Board will respond to recommendations received from the Corporate Governance & Compensation Committee, but retains responsibility for managing its own affairs by giving its approval for its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation.
The Board may delegate to Board committees matters the Board is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, human resources, safety, environmental and other matters, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

C. Strategic Planning

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the mission and goals of the Corporation.
The Board is responsible for reviewing the business, financial and strategic plans by which it is proposed that the Corporation may reach those goals.
The Board is responsible for providing input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.
The Board will consider alternate strategies in response to possible change of control transactions or take-over bids with a view to maximizing value for shareholders.

D. Monitoring of Financial Performance and Other Financial Reporting Matters

The Board is responsible for enhancing congruence between shareholder expectations, Corporation plans and management performance.
The Board is responsible for:
(a) adopting processes for monitoring the Corporation's progress toward its strategic and operational goals, and to revise its direction to management in light of changing circumstances affecting the Corporation; and
(b) taking action when Corporation performance falls short of its goals, or when other special circumstances warrant.
The Board is responsible for approving the annual audited financial statements, the interim financial statements, and the notes and Management's Discussion and Analysis accompanying such financial statements.

The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under the Corporation's governing statute, including the payment of dividends, the issuance, purchase and redemption of securities, acquisitions and dispositions of material capital assets and material capital expenditures.

E. Risk Management

The Board is responsible for the identification of the principal risks of the Corporation's business and ensuring the implementation of appropriate systems to effectively monitor and manage those risks with a view to the long-term viability of the Corporation and achieving a proper balance between the risks incurred and the potential return to the Corporation's shareholders.

F. Environmental Oversight

The Board is responsible for reviewing and providing input into ensuring the implementation of appropriate environmental stewardship and health and safety management systems that are sufficient within the terms and practices of the mining industry with the objective of compliance with applicable laws and Corporation policies.

G. Policies and Procedures

The Board is responsible for:
(a) approving and monitoring compliance with all significant policies and procedures by which the Corporation is operated; and
(b) approving policies and procedures designed to ensure that the Corporation operates at all times within applicable laws and regulations and in accordance with ethical and moral standards.
The Board shall enforce its policy respecting confidential treatment of the Corporation's proprietary information and the confidentiality of Board deliberations.

H. Communications and Reporting

The Board has approved and will revise from time to time as circumstances warrant a Corporate Disclosure Policy to address communications with shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Corporation is conducted.
The Board is responsible for:
(a) overseeing the accurate reporting of the financial performance of the Corporation to shareholders, other security holders and regulators on a timely and regular basis;
(b) overseeing that the financial results are reported fairly and in accordance with generally accepted accounting standards and related legal disclosure requirements;

(c) taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on the Corporation;
(d) reporting annually to shareholders on its stewardship for the preceding year; and
(e) overseeing the Corporation's implementation of systems to accommodate feedback from shareholders.

SCHEDULE “B”

JAGUAR MINING INC.

STOCK OPTION PLAN

This Stock Option Plan, dated April 22, 2014 (the “ Plan ”), governs options (the “ Options ”) to purchase common shares (the “ Shares ”) of Jaguar Mining Inc. (the “ Company ”) granted on or after the date hereof by the Company to Eligible Persons (as such term is defined below). The Plan is intended to encourage share ownership by Eligible Persons, to attract and retain qualified individuals and to provide additional incentives to promote the success of the Company and the subsidiary corporations of the Company.

1 Definitions. For purposes of this Plan:

“ affiliate ” means any corporation that is an affiliate of the Company as defined in the Securities Act (Ontario);

“ Blackout Period ” means a period when an Optionee is prohibited from trading in the Company’s securities pursuant to the Company’s written policies then applicable or a notice in writing to an Optionee by a senior officer or director of the Company.

“ Board ” means the board of directors of the Company.

“ Cashless Exercise ” has the meaning ascribed thereto Section 12.

“ Change of Control ” means the purchase or acquisition of Shares and/or securities convertible into or exchangeable or exercisable for Shares as a result of which a person, group of persons or persons acting jointly or in concert, or persons who are associates of or affiliated with any such person, group or persons or any of such persons acting jointly or in concert, beneficially owns or exercises control or direction over Shares that would entitle such person, group of persons or person acting jointly or in concert to cast 50% plus one of the votes attaching to all Shares of the Company.

“ Company ” means Jaguar Mining Inc., and includes any successor corporation thereto.

“ Consultant ” means, in relation to the Company, an individual or Consultant Company, other than an Employee or a Director of the Company, that:

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

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

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

(d) has a relationship with the Company or an affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

“ Consultant Company ” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner.

“ Directors ” means directors, senior officers and Management Company Employees of the Company, or directors, senior officers and Management Company Employees of the Company’s subsidiaries.

“ Discounted Market Price ” means the Market Price less the following maximum discounts based on the closing market price of the Shares (and subject, notwithstanding the application of any such maximum discount, to a minimum price of $0.05):

Closing Price	Discount
up to $0.50	25%
$0.51 to $2.00	20%
Above $2.00	15%

“ Effective Date ” for an Option means the date on which such Option is granted by the Board, or such later date as the Board may specify.

“ Eligible Person ” means a Director, Employee or Consultant.

“ Employee ” means:

(a) an individual who is considered an employee of the Company or its subsidiaries under the Income Tax Act (Canada);
(b) an individual who works full-time for the Company or its subsidiaries 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
(c) an individual who works for the Company or its subsidiaries on a continuing 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 are not made.

“ Exchange ” means the TSX, TSX-V or any other stock exchange on which the Shares are then listed for trading, as applicable.

“ Exercise Period ” means the period of time during which an Option or portion of an Option which is granted hereunder may be exercised (subject to the limitations of Section 9 hereof).

“ Exercise Price ” has the meaning given to it in Section 7.

“ Insider ” means:

(a) a director or senior officer of the Company;
(b) a director or senior officer of a company that is an Insider or subsidiary of the Company;
(c) a Person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company; and
(d) the Company itself if it holds any of its own securities.

“ Investor Relations Activities ” means any activities, by or on behalf of the Company or a shareholder of the Company, that promotes or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company
(i) to promote the sale of products or services of the Company, or
(ii) to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(b) activities or communications necessary to comply with the requirements of
(i) applicable securities laws,
(ii) Exchange requirements or the bylaws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;
(c) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if
(i) the communication is only through the newspaper, magazine or publication, and (ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer.

“ 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.

“ Market Price ” means the price per Share computed on the basis of the closing market price of the Shares on the Exchange on which the securities of the Company are listed for the most recent trading day preceding the date on which an Option is granted; provided that, if no Shares traded in the five trading days prior to such day, the Market Price shall be the average of the closing bid and ask prices over the last

five trading days prior to such day, or if there have not been any bid and ask prices reported, the Market price shall be the fair market value of a Share as determined by the Board.

“ Offer ” means an offer made generally to the holders of the Shares in one or more jurisdictions to acquire, directly or indirectly, Shares and which is in the nature of a “takeover bid” as defined in the Securities Act (Ontario) and where the Shares are listed and posted for trading on an Exchange, not exempt from the formal bid requirements of the Securities Act (Ontario).

“ Option ” means the right to purchase Shares granted to Eligible Persons in accordance with the terms of this Plan.

“ Optionee ” means an Eligible Person who is the recipient of an Option hereunder.

“ Person ” means a company or an individual.

“ Shareholder Approval ” means approval by the Company shareholders in accordance with the rules of the Exchange on which the Shares are then listed.

“ TSX ” means the Toronto Stock Exchange.

“ TSX-V ” means the TSX Venture Exchange.

2 Interpretation. A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time and any statute or regulation that supplements or supersedes such statute or regulations. Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine.
3 Administration of the Plan. This Plan shall be administered by the Board. Within the limits of this Plan, the Board shall determine the individuals to whom, and the times at which, Options shall be granted, the number of Shares covered by each Option, the duration of each Option, the Exercise Price and method of payment for each Option, and the time or times within which (during its term) all or portions of each Option may be exercised. The Board may establish such rules as it deems necessary for the proper administration of this Plan, make such determinations and interpretations with respect to the Plan and Options granted under it as may be necessary or desirable and include such further provisions or conditions in Options granted under this Plan as it deems advisable. To the extent permitted by law, the Board may delegate its authority under this Plan to a committee of the Board. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company or the Board arising out of or in connection with the Plan shall be within the absolute discretion of both and each of them, as the case may be, and shall be final, binding and conclusive on the Company and Optionees and their respective heirs, executors, administrators, successors and assigns and all other Persons.
4 Shares and Options Subject to the Plan.
(a) The maximum number of Shares which may be reserved for issuance under this Plan shall be no greater than ten (10%) of the total issued and outstanding Shares from time to time (calculated on a non-diluted basis). The Company shall at all times while this Plan is in force reserve such number of Shares as will be sufficient to satisfy the requirements of this Plan.

(b) This Plan is considered an “evergreen plan” since the Shares covered by Options which have been exercised shall be available for subsequent grants under the Plan and all other security based compensation arrangements of the Company. If an Option expires, is forfeited, or is cancelled for any reason, the Shares subject to those Options shall again be available for grants under the Plan and under all other security based compensation arrangements of the Company, subject to any required prior approval by the Exchange.
(c) Unless disinterested Shareholder Approval within the meaning of the rules of the Exchange on which the Shares are then listed is obtained (or unless permitted otherwise by the rules of the Exchange on which the Shares are then listed): (i) the maximum number of Shares issuable to Insiders under the Plan and other security based compensation arrangements of the Company, at any time, shall not exceed 10% of the issued Shares; (ii) the maximum number of Options that may be granted to Insiders under the Plan and other security based compensation arrangements of the Company, within a 12-month period, shall not exceed 10% of the issued Shares calculated on the Effective Date of an Option granted to any Insider; and (iii) the maximum number of Options which may be granted to any one Person under the Plan and other security based compensation arrangements of the Company, in any 12 month period, shall not exceed 5% of the issued Shares calculated on the Effective Date of such Option.
(d) If the Company is subject to the requirements of the TSX-V and such Exchange so requires, the maximum number of Shares which may be granted to any one Consultant under the Plan in any 12 month period shall not exceed 2% of the issued Shares calculated on the Effective Date of such Option.
(e) If the Company is subject to the requirements of the TSX-V and such Exchange so requires, the maximum number of Shares which may be granted to all Persons retained to provide Investor Relations Activities under the Plan in any 12 month period shall not exceed 2% of the issued Shares calculated on the Effective Date of such Option.
5 Grant of Options; Eligible Persons. Options may be granted from time to time by the Board, within the limits set forth in this Plan, to any Eligible Persons. All grants to Eligible Persons shall be made to individuals that are bona fide Directors, Employees, Consultants and Management Company Employees.
6 Terms of Options. All terms of all Options granted under this Plan shall be evidenced by a certificate between the Company and the Optionee substantially in the form of Exhibit A, or in such form as the Board may from time to time determine. The form of certificate may vary among Optionees.
7 Exercise Price. The exercise price for any Option (the “ Exercise Price ”) shall be determined from time to time by the Board, in compliance with all the rules and requirements respecting the pricing of Options imposed by the Exchange on which the Shares of the Company are then listed and provided that the Exercise Price for any Option:
(a) if the Company is subject to the requirements of the TSX-V and such Exchange so permits, shall not be less than the Discounted Market Price calculated on the date Effective Date; or

(b) if the Company is not subject to the requirements of the TSX-V, shall not be less than the Market Price calculated on the Effective Date.
8 Hold Period. In addition to any resale restrictions imposed by applicable securities laws, all Options granted under this Plan at a Discounted Market Price, may not be resold or otherwise transferred for a period of four (4) months from the date the Options were granted. If applicable, any instrument or certificate representing the Options granted hereunder shall contain a legend to this effect.
9 Terms and Dates of Exercise.
(a) Subject to the requirements set forth herein and any accelerated termination as provided for in the Plan, the Board shall determine the Exercise Period of all Options and the time or times that an Option or portion of an Option is exercisable; provided, however, that the Exercise Period shall not exceed ten (10) years from the applicable Effective Date. Subject to (b) below, Options shall be exercisable in whole or in part during the Exercise Period in accordance with such vesting provisions, conditions or limitations as are herein contained or as the Board may from time to time impose, or as may be required by the Exchange or under applicable securities law.
(b) Notwithstanding the foregoing, if the term of an Option held by any Optionee expires during or within ten (10) business days of the expiration of a Blackout Period applicable to such Optionee, then the term of such Option or the unexercised portion thereof, as applicable, shall be extended to the close of business on the tenth business day following the expiration of the Blackout Period.
(c) Options issued to Consultants performing Investor Relations Activities must vest in stages over twelve (12) months with no more than one-quarter (¼) of the Options vesting in any three (3) month period.
(d) Upon an Optionee ceasing to be an Eligible Person, (A) all unexercised and unvested Options granted to an Optionee shall expire immediately, and (B) all vested Options granted to such Optionee shall expire within ninety (90) days after such Optionee ceases to be an Eligible Person except in the case of: (i) an Optionee who is engaged in Investor Relations Activities, in which case, such Optionee’s Options shall expire within thirty (30) days after such Optionee ceases to be employed to provide Investor Relations Activities; and (ii) an Optionee whose employment or term of office is terminated for lawful cause, then any Options held by such Optionee, whether or not such Options are exercisable at the time of termination, immediately expire and are cancelled on the termination date at a time determined by the Board, at its discretion. Notwithstanding the foregoing provisions, the Board may, in its discretion, at any time prior to or following the events contemplated above, permit the exercise of any or all Options held by the Optionee in the manner and on terms authorized by the Board, provided that, subject to an extension pursuant to Section 9(b), the Board will not, in any case, authorize the exercise of an Option pursuant to this section beyond a period of one year from the date on which such Optionee ceases to be an Eligible Person.
10 Exercise of Options. Subject to the provisions of the Plan and the terms of any stock option certificate (in the form attached as Exhibit A), any Option or a portion thereof may be exercised,

from time to time, by delivery of the exercise notice in the form attached as Appendix A to the stock option certificate to the Company’s principal office in Toronto, Ontario. The exercise notice shall state the intention of the Optionee to exercise the said Option or a portion thereof and specify the number of Shares in respect of which the Option is then being exercised, and shall be accompanied by the full purchase price of the Shares which are the subject of the exercise.

11 Adjustments and Accelerated Vesting.

(a) In the event: (i) of any change or proposed change in the Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; (ii) of any issuance, dividend or distribution to all or substantially all the holders of Shares of any shares, securities, property or assets of the Company other than in the ordinary course; (iii) that any rights are granted to holders of Shares to purchase Shares at prices materially below fair market value; or (iv) that as a result of any recapitalization, merger, consolidation or otherwise the Shares are converted into or exchangeable for any other shares or securities; then in any such case, the Board will proportionately adjust the number of Shares available for Options, the number of Shares covered by outstanding Options, the securities or other property that may be acquired upon the exercise of an Option and the price per Share of such Options, or one or more of the foregoing, to prevent substantial dilution or enlargement of the rights granted to, or available for, Optionees/Eligible Persons.
(b) If an Offer is made which, if successful, would result in a Change of Control, then all unexercised and unvested outstanding Options shall immediately vest and become exercisable by the Optionees, notwithstanding any other vesting provisions in the Plan or in an stock option certificate, as to all or any of the Shares in respect of which such Options have not previously been exercised, but such Shares may only be purchased for tender pursuant to such Offer. If for any reason such Shares are not taken up and paid for by the offeror pursuant to the Offer, any such Shares so purchased by an Optionee shall be deemed to be cancelled and returned to the treasury of the Company, shall be added back to the number of Shares remaining available under the Plan and, upon presentation to the Company of share certificates representing such Shares properly endorsed for transfer back to the Company, the Company shall refund to the Optionee all consideration paid for such shares and, in such event, the Optionee shall thereafter continue to hold the same number of unexercised and unvested outstanding Options on the same terms and conditions, including the Exercise Price thereof, as were applicable thereto immediately prior to time the subject Offer was made. Any Options not exercised (or otherwise disposed of) prior to or contemporaneously with a Change of Control shall be cancelled and forfeit for no consideration.
(c) If the Company files articles of arrangement providing that the Shares are transferred in exchange for securities of another corporation, the units of a royalty trust or income trust, the units of a limited partnership or any other security, or are merged into or amalgamated with any other corporation, or sells all or substantially all of its assets, the Company will make provision that, upon the exercise of any outstanding Options after the effective date of such transaction, the Optionees shall receive such number of securities of the other, continuing or successor corporation, trust or limited partnership, as the case may be, in such arrangement, merger or amalgamation or of the shares or units of the purchasing corporation, trust or limited partnership, as the case may be, in such sale as

the Optionees would have received as a result of such transaction if the Optionees had exercised the Options immediately prior thereto, for the same consideration paid on the exercise of such Options, and had held Shares on the effective date of such transaction. Upon such provision being made, the obligations of the Company to the Optionees pursuant to the Options and under this Plan shall terminate and be at an end. If such arrangement, merger or amalgamation results in a Change of Control, the provisions of clause (b) shall apply and the context thereof and all references therein to “Offer” are to be read as being applicable to an “arrangement, merger or amalgamation”.

12 Cashless Exercise. Notwithstanding any other provision of the Plan and only if permitted by the Board and the rules of the Exchange on which the Shares are then listed (for avoidance of doubt, this section 12 shall not apply while the Shares are listed on the TSX-V), an Optionee may elect to exercise Options held by such Optionee in whole or in part, and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of Shares determined according to the following formula (“ Cashless Exercise ”):

Net Number = [A x (B-C)] B

where

A = the total number of Shares with respect to which the Options held by such Optionee are then being exercised.

B = the price per Share computed on the basis of the closing market price of the Shares on the Exchange on which the securities of the Company are listed for the most recent trading day preceding the date on which an Option is exercised; provided that, if no Shares traded in the five trading days prior to such day, the Market Price shall be the average of the closing bid and ask prices over the last five trading days prior to such day, or if there have not been any bid and ask prices reported, the Market price shall be the fair market value of a Share as determined by the Board.

C = the Exercise Price of the Options

(a) The election described in Section 6.1(a) may be made by an Optionee by delivery to the Company of a written notice of cashless exercise in such form as the Board may from time to time approve, specifying the number of Options with respect to which the Optionee has elected a Cashless Exercise.
(b) In connection with a Cashless Exercise, the number of Shares that would have been issuable pursuant to the Options in respect of which the election to Cashless Exercise was made (item (A) in the formula above) shall be considered to have been issued for the purposes of the reduction in the number of Shares which may be issued under the Plan.
13 Withholding Obligations. The Company’s obligation to issue Shares to a Optionee pursuant to the exercise of an Option shall be subject to the satisfaction of any withholding tax requirements

under applicable tax legislation in respect of the exercise of an Option (“ Withholding Obligations ”). The Company shall have the power and right to require the Optionee to remit to the Company an amount sufficient to satisfy the amount of the Withholding Obligations (the “ Withholding Amount ”) by any of the following methods or by a combination of such methods as determined by the Company in its sole discretion:

(a) the tendering by the Optionee of cash payment to the Company in an amount less than or equal to the Withholding Amount; or
(b) the withholding by the Company from the Shares otherwise due to the Optionee such number of Shares as it determines are required to be sold by the Company, as agent on behalf of the Optionee, to satisfy the Withholding Amount (net of selling costs) (“ Funding Shares ”). By executing and delivering an exercise notice in respect of the Option, the Option Holder shall be deemed to have consented to such sale and have granted to the Company an irrevocable power of attorney to effect the sale of such Funding Shares and to have acknowledged and agreed that the Company does not accept responsibility for the price obtained on the sale of such Funding Shares; or
(c) the withholding by the Company from any cash payment otherwise due by the Company to the Optionee, including salaries, directors fees, consulting fees and any other forms of remuneration, such amount of cash as is required to pay and satisfy the Withholding Amount;

provided, however, in all cases, that the sum of any cash so paid or withheld and the fair market value of any Shares so withheld is sufficient to satisfy the Withholding Amount.

14 Non-assignability and Non-transferability of Options. Options granted under this Plan shall be non-assignable and non-transferable by the Optionee thereof otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the Optionee’s lifetime, only by the Optionee. All Options granted under this Plan shall be exercisable by an Optionee’s heirs or administrators for a period of one year from such Optionee’s death.
15 Optionee Not a Shareholder. An Optionee shall not have any rights as a shareholder of the Company with respect to any Shares covered by any Option until such time as and to the extent that such Option has been duly exercised.
16 Compliance with Statutes and Regulations. The granting of Options and the issuance of Shares under this Plan shall be carried out in compliance with applicable statutes and with the regulations of governmental authorities and the Exchange on which the Shares are then listed. If the Board determines that, in order to comply with any such statutes or regulations, certain action is necessary or desirable as a condition of or in connection with the granting of an Option or the issue of Shares under an Option, that Option may not be exercised in whole or in part unless that action shall have been completed in a manner satisfactory to the Board.

17 Participation Voluntary.

(a) The participation of an Eligible Person in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Eligible Person any rights or privileges other than those rights and privileges expressly provided in the Plan. In

particular, participation in the Plan does not constitute a condition of employment nor a commitment on the part of the Company to ensure the continued employment of such Eligible Person.

(b) The Plan does not provide any guarantee against any loss of profit, which may result from fluctuations in the market price of the Shares.
(c) The Company does not assume responsibility for the income or other tax consequences for the Eligible Persons participating in the Plan and Eligible Persons are advised to consult with their own tax advisors.
18 Amendment or Termination.
(a) The Board reserves the right, in its absolute discretion, to amend, suspend or terminate the Plan, or any portion thereof, at any time without obtaining Shareholder Approval, subject to those provisions of applicable law and regulatory requirements (including the rules, regulations and policies of the Exchange on which the Shares are then listed), if any, that require Shareholder Approval. Such amendments may include, without limitation:
- (i) minor changes of a "house-keeping nature", including, without limitation, any amendment for the purpose of curing any ambiguity, error or omission in the Plan, or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;
- (ii) amending Options under the Plan, including with respect to either advancing the date on which any Option may be exercised or extending the Exercise Period of any Option (provided, however, that the term may not exceed ten (10) years from the relevant Effective Date), vesting period, exercise method, Exercise Price and method of determining the Exercise Price, assignability and the effect of termination of an Optionee's employment or consulting arrangements (or, if applicable, those of its Consultant Company if the Optionee is an individual), or cessation of an Optionee's directorship, as applicable; provided that such amendment does not adversely alter or impair any Option previously granted to an Optionee without the consent of such Optionee;
- (iii) amendments necessary to comply with the provisions of applicable law or the applicable rules of the Exchange, including with respect to the treatment of Options granted under the Plan;
- (iv) amendments respecting the administration of the Plan;
- (v) amendments necessary to suspend or terminate the Plan; provided that such amendment does not adversely alter or impair any Option previously granted to an Optionee without the consent of such Optionee; and
- (vi) any other amendment, fundamental or otherwise, not requiring Shareholder Approval under applicable laws or the applicable rules of the Exchange.
(b) Notwithstanding the foregoing, the Company will be required to obtain:

  - (i) Shareholder Approval for any amendment related to the following (provided that such Shareholder Approval is then a requirement of the Exchange on which the Shares are then listed):

     - (A) the eligibility of any Eligible Person in the Plan;

     - (B) extending the term of an Option held by an Insider;

     - (C) removing or exceeding the limits on participation in the Plan;

     - (D) increasing the maximum number of Shares which may be issued under the Plan; and

     - (E) granting additional powers to the Board to amend the Plan without Shareholder Approval; and

  - (ii) disinterested Shareholder Approval within the meaning of the rules of the Exchange on which the Shares are then listed for any amendment relating to a reduction in the Exercise Price of an Option held by an Insider (provided that such disinterested Shareholder Approval is then a requirement of the Exchange on which the Shares are then listed).

(c) Any amendment to any provision of the Plan will be subject to any required regulatory or governmental approvals.
(d) The Board may terminate the Plan at any time in its absolute discretion. If the Plan is so terminated, no further Options shall be granted, but the Options then outstanding shall continue in full force and effect in accordance with the provisions of the Plan. For the purposes of this Section 18, an amendment does not include an accelerated expiry of an Option by reason of the fact that an Optionee ceases to be an Eligible Person.
19 Governing Law. The Plan will be governed and construed in accordance with the laws of the Province of Ontario.
20 Effective Date. The Plan will be effective on April 22, 2014.

EXHIBIT A

[WITHOUT PRIOR WRITTEN APPROVAL OF THE 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 THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [Insert date which is four months from date of grant].[NTD: Add such legend as may be required by applicable securities legislation if an Option is granted at a Discounted Market Price]

JAGUAR MINING INC.

Stock Option Certificate

This Certificate is issued pursuant to the provisions of the Jaguar Mining Inc. (the “ Company ”) stock option plan dated as of ⚫, 2014 (as same may be amended, restated, amended and restated or otherwise modified from time to time, the “ Plan ”) and evidence that ⚫ is the holder (the “ Optionee ”) of an option (the “ Option ”) to purchase up to ⚫ common shares (the “ Shares ”) in the capital of the Company at a purchase price of $⚫ per Share (the “ Exercise Price ”).

Subject to the provisions of the Plan:

(a) the Effective Date of the grant of the Option is: ⚫
(b) the Option may be exercised up to 5:00 p.m. (EST) on ⚫ [NTD: No more than ten (10) years from (a)] (the Expiration Date );
(c) the Options shall vest as follows: ⚫ [NTD: Insert vesting schedule or “at any time after the date of this grant.]

The vested portion or portions of the Option may be exercised at any time and from time to time, from and including the Effective Date through to 5:00 p.m. (EST) on the Expiration Date by delivering to the Company an Exercise Notice (in form attached as Appendix A), together with this Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised.

Upon the exercise of an Option, the Optionee must also remit to the Company an amount sufficient to satisfy any withholding tax requirements under applicable tax legislation in respect of the exercise of the Option (the “ Withholding Obligations ”). Unless otherwise permitted by the board of directors (the " Board ") or by applicable law, satisfaction of the amount of the Withholding Obligations (the " Withholding Amount ") may be accomplished by any of the following methods or by a combination of such methods as determined by the Company in its sole discretion:

(a) the tendering by the Optionee of cash payment to the Company in an amount less than or equal to the Withholding Amount; or
(b) the withholding by the Company from the Shares otherwise due to the Optionee such number of Shares as it determines are required to be sold by the Company, as agent on behalf of the Optionee, to satisfy the Withholding Amount (net of selling costs) (the “ Funding Shares ”). By executing and delivering the Exercise Notice, the Optionee shall be deemed to have consented to such sale and have granted to the Company an irrevocable

power of attorney to effect the sale of such Funding Shares and to have acknowledged and agreed that the Company does not accept responsibility for the price obtained on the sale of such Funding Shares; or

(c) the withholding by the Company from any cash payment otherwise due by the Company to the Optionee, including salaries, directors fees, consulting fees and any other forms of remuneration, such amount of cash as is required to pay and satisfy the Withholding Amount;

provided, however, in all cases, that the sum of any cash so paid or withheld and the fair market value of any Shares so withheld is sufficient to satisfy the Withholding Amount.

This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Optionee hereby expressly agrees with the Company to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

All terms not otherwise defined in this Certificate shall have the meanings given to them under the Plan.

The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

IN WITNESS WHEREOF the Company has caused this Option to be executed on its behalf as of the ___ day of __, 20__.

JAGUAR MINING INC.

Per:

Name: Title: Witness ⚫

Acknowledged and Agreed to by:

APPENDIX A

Exercise Notice

TO: Jaguar Mining Inc. (the “ Company ”)

The undersigned, being the holder of Options to purchase ⚫ common shares of the Company (the “ Shares ”) at the exercise price of $⚫ per Share (the “ Exercise Price ”), hereby irrevocably gives notice, pursuant to the Company’s stock option plan dated as of ⚫, 2014 (as same may be amended, restated, amended and restated or otherwise modified from time to time, the “ Plan ”), of the exercise of the Option to acquire and hereby subscribes for ⚫ Shares.

The undersigned tenders herewith a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the aforesaid Shares exercised and directs the Company to issue a certificate evidencing the Shares in the name of the undersigned to be mailed to the undersigned at the following address:

Registration Details:

[Name]

[Address]

Delivery Details:

[Mailing address for delivery of certificate]

By executing this Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All term not otherwise defined in this Exercise Notice shall have the meanings given to them under the Plan.

DATED this ___ day of __, 20.

Witness ⚫

SCHEDULE “C”

JAGUAR MINING INC.

DEFERRED SHARE UNIT PLAN

1. PREAMBLE AND DEFINITIONS

1.1 The Plan herein described shall be called the “ Deferred Share Unit Plan ” and is referred to herein as “ the Plan ”.
1.2 The purpose of the Plan is to assist the Company in the recruitment and retention of qualified persons to serve as Employees of the Company and to align the interests of such Employees with the long-term interests of the shareholders of the Company.
1.3
In the Plan, the following terms shall have the meanings indicated:
(a) “ Beneficiary ” means any person designated by the Participant by written instrument filed with the Company to receive any amount payable under the Plan in the event of a Participant’s death or, failing any such effective designation, the Participant’s estate.
(b) “ Blackout Period ” means a period when a Participant is prohibited from trading in the Company’s securities pursuant to the Company’s written policies then applicable or a notice in writing to a Participant by a senior Officer or Director of the Company.
(c) “ Board ” or “ Board of Directors ” means the board of directors of the Company.
(d) “ Business Day ” means each day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario, Canada.
(e) “ Change of Control ” means the purchase or acquisition of Shares and/or securities convertible into or exchangeable or exercisable for Shares as a result of which a person, group of persons or persons acting jointly or in concert, or persons who are associates of or affiliated with any such person, group or persons or any of such persons acting jointly or in concert, beneficially owns or exercises control or direction over Shares that would entitle such person, group of persons or person acting jointly or in concert to cast 50% plus one of the votes attaching to all Shares of the Company.
(f) “ Company ” means Jaguar Mining Inc. or any subsidiary thereof and its successors and a reference in the Plan to action by the Company means an action taken with authority of the Board or such committee or person, if any, to whom the Board delegates its powers hereunder.
(g) “ Confirmation ” has the meaning ascribed thereto in section 4.6.
(h) “ Director ” means a director of the Company.

(i) “ DSU ” means a right to receive, on a deferred basis, a previously unissued Share or cash subject to, and in accordance with, the terms of this Plan, credited to a Participant and reflected as an entry in a Participant’s DSU Account in accordance with the terms of this Plan.
(j) “ DSU Account ” has the meaning ascribed thereto in section 4.2.
(k) “ Employee ” means an employee of the Company.
(l) “ Event of Termination ” means the termination of the employment of a Participant as an Employee or the cessation of a Participant as a Director or Officer, in any of the foregoing circumstances for any reason whatsoever, but provided that the Participant does not thereafter continue in the capacity of an Employee, Director or Officer. In the case of a termination of the employment of a Participant with the Company, the date of the Event of Termination shall be the date of the cessation of such Participant’s employment with the Company regardless of whether he or she is entitled to notice of termination or payment at law or under the terms of any employment contract and regardless of whether the termination of employment was lawful or unlawful. In the case of a cessation of a Participant as a Director or Officer, the date of the Event of Termination shall be the date that such Participant ceases to serve in such capacity.
(m) “ Exchange ” means the TSX, TSX-V or any other stock exchange on which the Shares are then listed for trading, as applicable.
(n) “ Insider ” means:
i. a director or senior officer of the Company;
ii. a director or senior officer of a company that is an Insider or subsidiary of the Company;
iii. a Person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company; and
iv. the Company itself if it holds any of its own securities.
(o) “ Market Price ” means the price per Share computed on the basis of the closing market price of the Shares on the Exchange on which the securities of the Company are listed for the most recent Trading Day preceding the date on which a DSU is granted; provided that, if no Shares traded in the five Trading Days prior to such day, the Market Price shall be the average of the closing bid and ask prices over the last five Trading Days prior to such day, or if there have not been any bid and ask prices reported, the Market Price shall be the fair market value of a Share as determined by the Board.
(p) “ Officer ” means an officer of the Company.

(q) “ Participant ” means an individual who becomes a participant in the Plan in accordance with Article 3.
(r) “ Person ” means a company or individual.
(s) “ Redemption Date ” has the meaning ascribed thereto in Section 5.1.
(t) “ Redemption Notice ” has the meaning ascribed thereto in Section 5.1.
(u) “ Share Compensation Plan ” means any share option, share option plan, employee share purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to directors, full-time operating officers, employees and consultants of the Company (and its affiliates).
(v) “ Shareholder Approval ” means approval by the Company shareholders in accordance with the rules of the Exchange on which the Shares are then listed.
(w) “ Shares ” means the common shares in the capital of the Company, and includes any securities of the Company (or securities of any successor to the Company), which may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed into the common shares of the Company.
(x) “ Trading Day ” means any date on which the Exchange on which the Shares are then listed is open for the trading of Shares.
(y) “ TSX ” means the Toronto Stock Exchange.
(z) “ TSX-V ” means the TSX Venture Exchange.
(aa) “ Vested DSUs ” means DSUs that, as of such date the Company may determine when such DSUs are granted, have become redeemable.

2. CONSTRUCTION AND INTERPRETATION

2.1 In the Plan, references to the singular shall include the plural and vice versa, as the context shall require.
2.2 The Plan shall be governed and interpreted in accordance with the laws of the Province of Ontario and the applicable laws of Canada.
2.3 If any provision of the Plan or part hereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part hereof.
2.4 Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained.

3. ELIGIBILITY AND PARTICIPATION

3.1 Every Employee, Officer or Director who is granted a DSU pursuant to this Plan is a Participant.
3.2 A person ceases to be eligible to receive grants of DSUs at such time as such person ceases to be an Employee, Officer or Director for any reason.
3.3 Nothing herein contained shall be deemed to give any person the right to be retained, appointed, nominated or elected as a Director or Officer or hired as an Employee.
DSU GRANTS AND ACCOUNTS
4.1 The Board may grant DSUs under this Plan at such time and in such amounts as the Board may determine.
4.2 An account, to be known as the “DSU Account”, shall be maintained by the Company for each Participant and will show the DSUs credited to a Participant from time to time.
4.3 Whenever cash dividends or distributions are paid on the Shares, additional DSUs will be credited to the Participant’s DSU Account. The number of such additional DSUs will be calculated by dividing the aggregate dividends or distributions that would have been paid to such Participant, if the DSUs in the Participant’s DSU Account had been Shares, by the Market Price on the date on which the dividends or distributions were paid on the Shares.
4.4
- Fractional DSUs, to four decimal places, may be credited under the Plan.
4.5 Any vesting conditions (which may include time restrictions, performance conditions or a combination of both) for DSUs shall be determined by the Board in advance of any grants under section 4.1 hereof and set out in each Confirmation. Notwithstanding any other provision of this Plan, the Board may in its sole and absolute discretion accelerate and/or waive any vesting or other conditions for all or any DSUs for any Participant at any time and from time to time.
4.6 A Participant shall be credited with the DSUs allotted to that Participant pursuant to section 4.1 on the day so designated by the Board. The number of DSUs credited on the day designated by the Board shall be confirmed to the Participant in a letter in substantially the form set out as Schedule A (the “Confirmation”).
REDEMPTION OF DSUS
5.1 Vested DSUs shall be redeemed in whole or in part for Shares issued from treasury or, subject to the approval of the Company, cash, as elected by the Participant, on the date (the “ Redemption Date ”) on which the Participant delivers a written notice of redemption in the form of Schedule B hereto (a “ Redemption Notice ”) to the Company.
5.2 When a Participant dies, the value of the Vested DSUs credited to that Participant’s DSU Account shall be payable (by the issuance of Shares or cash as described in sections 5.3 and 5.4) to his or her Beneficiary on the Redemption Date.

5.3 In the event Vested DSUs are redeemed for Shares pursuant to this Section 5, subject to the provisions of the Plan, the Participant (or, where a Participant had died, his or her Beneficiary) shall receive a whole number of Shares from the Company equal to the whole number of DSUs then being redeemed from the Participant’s DSU Account. Such Shares shall be delivered within five Trading Days following the applicable Redemption Date. No fractional Shares shall be issued pursuant to this Plan and a fractional DSU shall not be entitled to a Share or any cash payment on a redemption.
5.4 In the event Vested DSUs are redeemed for cash pursuant to this Section 5, subject to the provisions of the Plan, the Company shall make, within five Trading Days after the Redemption Date, a cash payment to the Participant (or, where a Participant had died, to his or her Beneficiary), equal to the Market Price of the Shares otherwise deliverable to the Participant on the applicable Redemption Date.
5.5 Notwithstanding Sections 5.1 and 5.4, the Company may, in its sole and absolute discretion, refuse an election to redeem Vested DSUs for cash, upon which refusal such Vested DSUs shall instead be redeemed for Shares in accordance with Section 5.3.
5.6 Upon the occurrence of a Change of Control, all of such Participant’s unvested DSUs will automatically become Vested DSUs on the date such Change of Control occurs and all of such Participant’s Vested DSUs will be redeemed in accordance with this Section 5 in a manner that allows the Participant to participate in such Change of Control only if it is completed prior to the date of an Event of Termination (if any), as determined by the Board in its sole discretion.
5.7 Upon the occurrence of an Event of Termination, all of such Participant’s unvested DSUs will automatically terminate on the date of such Event of Termination, at which time all of such Participant’s Vested DSUs must be redeemed in accordance with this Section 5 within 90 days following the date such Event of Termination occurs, at which time any Vested DSUs which have not been redeemed will be cancelled.
5.8 Notwithstanding Sections 5.1-5.7 above, upon an Event of Termination, a Participant shall file a duly-completed Redemption Notice within 90 days of such Event of Termination. In the event a Participant fails to file a duly-completed Redemption Notice prior to the day that is 90 days after such Event of Termination, the applicable Vested DSUs shall automatically be redeemed for Shares in accordance with the provisions of this Section 5 and the Redemption Date shall be deemed to be such 90th day.
5.9 Notwithstanding the provisions of Sections 5.6-5.8 above, the Company may, in its sole and absolute discretion, at any time prior to or following any Event of Termination or Change of Control, permit the vesting and/or redemption of any or all DSUs held by the relevant Participant in the manner and on the terms authorized by the Company, provided that, subject to an extension pursuant to Section 5.15, the Board will not, in any case, authorize the vesting and/or redemption of DSUs pursuant to this section beyond a period of one year from the date on which an Event of Termination occurs.
5.10 The maximum number of Shares reserved for issuance under the Plan at any time shall be 11,111,111.

5.11 Unless disinterested Shareholder Approval within the meaning of the rules of the Exchange on which the Shares are then listed is obtained (or unless permitted otherwise by the rules of the Exchange on which the Shares are then listed): (i) the maximum number of Shares issuable to Insiders under the Plan and other Share Compensation Plans of the Company, at any time, shall not exceed 10% of the issued Shares; (ii) the maximum number of DSUs that may be granted to Insiders under the Plan and other Share Compensation Plans of the Company, within a 12-month period, shall not exceed 10% of the issued Shares calculated on the grant date of a DSU granted to any Insider; and (iii) the maximum number of DSUs which may be granted to any one Person under the Plan and other Share Compensation Plans of the Company, in any 12 month period, shall not exceed 5% of the issued Shares calculated on the grant date of such DSU.
5.12 In the event the Market Price would be determined with reference to a period commencing after a fiscal quarter end of the Company and ending prior to the public disclosure of interim financial statements for such quarter (or annual financial statements in the case of the fourth quarter), the calculation of the Market Price will be made with reference to the fifth Trading Day immediately following the date of public disclosure of the financial statements for that quarter.
5.13
- All references in the Plan to currency refer to lawful Canadian currency.
5.14 A Participant shall be solely responsible for all federal, provincial, state and local taxes resulting from his or her receipt of DSUs, Shares or other property pursuant to this Plan, except to the extent that the Company has, directly or indirectly, withheld (a) cash for remittance to the statutory authorities and/or (b) Shares having a value equal to the cash to be remitted to the statutory authorities for sale on the Participant’s behalf. In this regard, the Company shall be able to deduct from any payments hereunder (whether in the form of Shares or cash) or from any other remuneration otherwise payable to a Participant any taxes that are required to be withheld and remitted. Each Participant agrees to indemnify and save the Company harmless from any and all amounts payable or incurred by the Company or any affiliate of the Company if it is subsequently determined that any greater amount should have been withheld in respect of taxes or any other statutory withholding.
5.15 Notwithstanding the foregoing, if the applicable Redemption Date for DSUs held by any Participant occurs during or within ten Business Days of the expiration of a Blackout Period applicable to such Participant, then the Redemption Date for such DSUs shall be extended to the close of business on the tenth Business Day following the expiration of the Blackout Period.
ANTI-DILUTION
6.1 If the number of outstanding Shares of the Company shall be increased or decreased as a result of a stock split, consolidation or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of stock dividend, the Board may make appropriate adjustments to the number of DSUs credited to a Participant. Any determinations by the Board as to the required adjustments shall be made in its sole and absolute discretion and all such adjustments shall be conclusive and binding for all purposes under the Plan.

ADMINISTRATION
7.1 The Plan shall be administered by the Company in accordance with its provisions. All costs and expenses of administering the Plan will be paid by the Company. The Company may from time to time establish administrative rules and regulations relating to the operation of the Plan as it may deem necessary to further the purpose of the Plan and amend or repeal such rules and regulations. The Company may also delegate to any Director(s) or committee of Directors, Officer(s) or employee(s) of the Company such duties and powers as it may see fit.
7.2 The Board reserves the right, in its absolute discretion, to amend, suspend or terminate the Plan, or any portion thereof, at any time without obtaining Shareholder Approval, subject to those provisions of applicable law and regulatory requirements (including the rules, regulations and policies of the Exchange on which the Shares are then listed), if any, that require Shareholder Approval. Such amendments may include, without limitation:
- (i) minor changes of a "house-keeping nature", including, without limitation, any amendment for the purpose of curing any ambiguity, error or omission in the Plan, or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;
- (ii) amending DSUs under the Plan, including with respect to either advancing the date on which any DSU may be redeemed for Shares, assignability and the effect of termination of a Participant, provided that such amendment does not adversely alter or impair any DSU previously granted to a Participant without the consent of such Participant;
- (iii) amendments necessary to comply with the provisions of applicable law or the applicable rules of the Exchange on which the Shares are then listed, including with respect to the treatment of DSUs granted under the Plan;
- (iv) amendments respecting the administration of the Plan;
- (v) amendments necessary to suspend or terminate the Plan; provided that such amendment does not adversely alter or impair any DSU previously granted to a Participant without the consent of such Participant; and
- (vi) any other amendment, fundamental or otherwise, not requiring Shareholder Approval under applicable laws or the applicable rules of the Exchange on which the Shares are then listed.

Notwithstanding the foregoing, the Company will be required to obtain:

(vii) Shareholder Approval for any amendment related to the following (provided that such Shareholder Approval is then a requirement of the Exchange on which the Shares are then listed):
(A)
the eligibility of a Participant in the Plan;
(B) removing or exceeding the limits on participation in the Plan;

     - (C) increasing the maximum number of Shares which may be issued under the Plan; and

     - (D) granting additional powers to the Board to amend the Plan without Shareholder Approval; and

  - (viii) disinterested Shareholder Approval within the meaning of the rules of the Exchange on which the Shares are then listed for any amendment relating to a reduction in the value of a DSU held by an Insider (provided that such disinterested Shareholder Approval is then a requirement of the Exchange on which the Shares are then listed).

7.3 Any amendment to any provision of the Plan will be subject to any required regulatory or governmental approvals.
7.4 The Board may terminate the Plan at any time in its absolute discretion. If the Plan is so terminated, no further DSUs shall be granted, but the DSUs then outstanding shall continue in full force and effect in accordance with the provisions of the Plan. For the purposes of this Section 7, an amendment does not include an accelerated expiry of a DSU by reason of the fact that a Director, Officer or Employee ceases to be a Participant.
7.5 The determination by the Company of any question which may arise as to the interpretation or implementation of the Plan or any of the DSUs granted hereunder shall be final and binding on all Participants and other persons claiming or deriving rights through any of them.
7.6 The Company shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection with the administration of the Plan. At such times as the Company shall determine, the Company shall furnish the Participant with a statement setting forth the details of the DSUs credited to each Participant in his or her DSU Account. Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is given to the Company within 30 days after such statement is given to the Participant. Participants shall not be entitled to receive any certificate evidencing DSUs.
GENERAL
8.1 The Plan shall enure to the benefit of, and be binding upon, the Company, its successors and assigns. The interest of any Participant under the Plan or in any DSU shall not be transferable or alienable by him or her either by pledge, assignment or in any other manner whatsoever and, during his or her lifetime, shall be vested only in him or her, but shall thereafter enure to the benefit of and be binding upon the Participant’s Beneficiary.
8.2 A Participant shall not have any rights as a shareholder in respect of any DSUs.

9. RIGHT TO FUNDS

9.1 Neither the establishment of the Plan, the crediting of DSUs or the setting aside of any funds by the Company (if, in its sole and absolute discretion, it chooses to do so) shall be deemed to create a trust. Legal and equitable title to any funds set aside for the purposes of the Plan shall remain in the Company and no Participant shall have any security or other interest in such funds. Any funds so set aside shall remain subject to the claims of creditors of the Company present or future. Amounts payable to any Participant under the Plan shall be a general, unsecured obligation of the Company. The right of the Participant or Beneficiary to receive payment pursuant to the Plan shall be no greater than the right of other unsecured creditors of the Company.
SUBJECT TO APPROVAL
10.1 To the extent a provision of the Plan requires regulatory approval which is not received, such provision shall be severed from the remainder of the Plan until the approval is received and the remainder of the Plan shall remain in full force and effect.

11. DATE OF PLAN

This Plan is instituted effective as of April 22, 2014.

SCHEDULE “A”

CONFIRMATION

TO: _______ (the “ Participant ”)

FROM: Jaguar Mining Inc. (the “ Company ”)

DATE: _______

RE: DSUs granted under the Deferred Share Unit Plan of the Company (the “Plan”)

Reference is made to the Plan. Terms capitalized in this election have the meanings specified in the Plan.

This confirms the following award of DSUs that has been granted to the Participant and credited to the Participant’s DSU Account:

Number Of DSUs Vesting Terms

Delivery of this Confirmation, together with a copy of the Plan, constitutes acceptance by the Participant of all of the terms and conditions of the Plan.

JAGUAR MINING INC.

Per: _______ Name: Title:

Acknowledged and agreed to as of the date first stated above.

_______ Name:

SCHEDULE “B”

REDEMPTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

I hereby advise Jaguar Mining Inc. (the “ Company ”) that I wish to redeem _____ of the DSUs credited to my account under the Company’s Deferred Share Unit Plan (the “ Plan ”) in accordance with the terms of the Plan as follows:

_______ DSUs for Shares of the Company; and

_______ DSUs credited to my account for cash, subject to the approval of the Company described below.

I acknowledge and agree that the redemption of my DSUs shall be in accordance with the terms of the Plan, including without limitation that any redemption of DSUs for cash shall be subject to the approval of the Company. In the event the Company does not approve such redemption for cash, I acknowledge and agree that the DSUs subject to such redemption shall instead be redeemed for Shares in accordance with the terms of the Plan.

Date: _________

(Name of Participant)

________ (Signature of Participant)

Note: If the Redemption Notice is signed by a beneficiary or legal representative, documents providing the authority of such signature should accompany this notice.

AI assistant

Jaguar Mining Inc. — AGM Information 2022

45338_rns_2022-05-03_c8bf1a55-039d-488c-b4fd-cff9ae402690.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

&

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Instructions for Attending the Meeting

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

APPOINTMENT AND REVOCATION OF PROXIES

General

- Instructions for Logging In and Voting at the Virtual Meeting

Registered Shareholders

Non-Registered Shareholders

Revocation of Proxies

VOTING AND EXERCISE OF DISCRETION BY PROXIES

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

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

SHAREHOLDER ENGAGEMENT

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Reappointment and Remuneration of the Auditors

Election of Directors

Nominees to the Board

Additional Disclosure Relating to Directors

Director Biographies

Advance Notice Requirements

Re-Approval of the Stock Option Plan

“ BE IT RESOLVED THAT:

Other Matters

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Risk Assessment

Compensation Philosophy and Approach

Compensation

Named Executive Officers

Elements of Compensation

Base Salary

Short-Term Incentive Plan

Long-Term Incentive

Stock Option Plan

Deferred Share Unit Plan

Employee Benefits

Termination & Change of Control Benefits

Vice President of Operations– Mr. Eric Duarte

Vice President of Corporate Development – Ms. Marina Freitas

Stock Options

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Value Vested or Earned During the Year

Compensation of Directors

General

Board Annual Retainers

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Value Vested or Earned During the Year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Share Price Performance Graph

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND OTHERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

OTHER BUSINESS

CORPORATE GOVERNANCE DISCLOSURE

Diversity

Board Diversity

Diversity in Executive Officer Appointments

Board of Directors

Board Mandate

Position Descriptions

Assessments

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Board Committees

Audit & Risk Committee

Corporate Governance & Compensation Committee

Finance & Corporate Development Committee

ADDITIONAL INFORMATION

Jaguar Mining Inc. AGM Information 2022