K92 Mining Inc. - AGM Information 2022

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ANNUAL GENERAL MEETING

JUNE 30, 2022

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

dated May 20, 2022

ABOUT US

K92 Mining owns the Kainantu Gold Mine located in the Eastern Highlands province of Papua New Guinea. The Kainantu Mine is a high-grade, low cost underground mine within a 725-square-kilometre land package in a region known for Tier 1 deposits. K92 has doubled throughput to 400,000 tonnes/year to increase annual production to +120,000 ounces per year.

As the Company continues to grow shareholder value, it is expanding the mine based on an updated PEA on the property. Drilling and economic studies are underway to support a Definitive Feasibility Study of the Stage 3 expansion. K92 is operated by a team of mining company professionals with extensive, diverse international mine-building and operational experience and expertise.

VIRTUAL MEETING

BUSINESS OF THE MEETING

June 30, 2022 at 3:00 PM (Pacific Time)

K92 is conducting its 2022 AGM this year in a virtual-only format using the TSX Trust virtual meeting platform.

- https://virtual meetings.tsxtrust.com/1373 Password k922022

▪ Receive the audited consolidated financial statement for the year ended December 31, 2021

Elect each of K92’s 9 nominated directors

▪ Re-appoint PricewaterhouseCoopers LLP as the auditor and authorize the Board to fix the auditor’s remuneration

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Management Proxy Information Circular

TABLE OF CONTENTS
NOTICE OF ANNUAL GENERAL AND OF SHAREHOLDERS……………………………….	1
LETTER FROM CEO……………………………….……………………………….……………………………….……………………	3
GENERAL PROXY INFORMATION	5
Solicitation……………………………….……………………………….………………………………………………	5
Meeting Time, Date and Location……………………………….…………………………………………….	6
Currency……………………………….……………………………….…………………………………………………..	6
Date of Information……………………………….……………………………….…………………………………	6
Delivery of Meeting Materials to Shareholders………………………………………………………….	6
VOTING SECURITIES AND PRINCIPAL HOLDERS……………………………….………………………………………….	7
Record Date……………………………….……………………………….……………………………………………..	7
Voting Shares Outstanding……………………………….……………………………….……………………….	7
Owners of 10% or More Shares……………………………….…………………………………………………	7
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON…………………………………………….	7
VOTING	8
Who Can Vote………………………….……………………………….………………………………………………	8
Registered Shareholders Voting Options……………………………………………………………………	8
Non-Registered Shareholders Voting Options……………………………………………………………	10
Attending and Voting Virtually at the Meeting…………………………………………………………..	11
Technical assistance for attending the Meeting ………………………………………………………..	13
Appointing a Proxyholder to Vote at the Meeting……………………………………………………..	13
Revocation or Change of Proxies……………………………….……………………………………………….	14
QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS………………………………………………………..	15
BUSINESS OF THE MEETING……………………………….……………………………….……………………………………….	15
Receiving Financial Statements……………………………….…………………………………………………	15
Appointment and Remuneration of Auditor……………………………….……………………………..	15
Number of Directors……………………………….……………………………….………………………………..	16
Election of Directors……………………………….……………………………….…………………………………	16
Other Business……………………………….……………………………….…………………………………………	18
BOARD NOMINEES……………………………….……………………………….…………………………………………………….	19
Board and Committee Composition……………………………….………………………………………….	19
Director Profiles……………………………….……………………………….……………………………………….	19
ABOUT THE BOARD……………………………….……………………………….……………………………………………………	30
Duties and Responsibilities……………………………….……………………………………………………….	31
Board Skills Matrix……………………………….……………………………….……………………………………	32
Board Independence……………………………….……………………………….………………………………..	33
Board Tenure……………………………….……………………………….……………………………………………	34
Director Succession……………………………….……………………………….………………………………….	34
Other Directorships……………………………….……………………………….………………………………….	34
Election Results - 2021…………………………….……………………………….………………………………..	35
Director Interlocks and Outside Board Memberships…………………………………………………	36
Board and Committee Meetings Held……………………………….……………………………………….	36
Board Assessments……………………………….……………………………….………………………………….	38
Board Share Ownership Requirement…………………………….………………………………………….	38

CORPORATE GOVERNANCE PRACTICES……………………………….……………………………….……………………..	39
Governance Overview……………………………….……………………………….………………………………	39
Nomination of Directors……………………………….……………………………….…………………………..	41
Director Orientation and Continuing Education……………………………….………………………..	42
Potential Conflicts of Interest……………………………….……………………………………………………	43
Board Mandate……………………………….……………………………….………………………………………..	43
Ethical Business Conduct – Code of Business Conduct and Ethics………………………………	44
Whistleblower Policy……………………………….……………………………….……………………………….	44
Anti-Bribery and Anti-Corruption Policy……………………………….……………………………………	45
Board Diversity Policy……………………………….……………………………….………………………………	45
Workplace Diversity and Inclusion Policy…………………………….…………………………………….	45
Insider Trading Policy……………………………….……………………………….……………………………….	46
Environmental, Social and Governance Measures……………………………………………………..	47
Position Descriptions……………………………….……………………………….……………………………….	50
Board Committees……………………………….……………………………….……………………………………	51
Shareholder Engagement……………………………….………………………………………………………….	56
Strategic Planning……………………………….……………………………….…………………………………….	56
Risk Oversight……………………………….……………………………….………………………………………….	57
COMPENSATION DISCUSSION AND ANALYSIS……………………………….……………………………………………	58
COMPENSATION GOVERNANCE……………………………….……………………………….………………………………..	61
Compensation and Benefits Committee Oversight…………………………………………………….	61
Peer Benchmarking……………………………….……………………………….………………………………….	63
Anti-Hedging Policy……………………………….……………………………….………………………………….	64
Clawback Policy……………………………….……………………………….……………………………………….	64
Risk Management……………………………….……………………………….…………………………………….	64
Independent Compensation Advisors……………………………….……………………………………….	65
EXECUTIVE COMPENSATION…………………………….……………………………….…………………………………….....	66
2021 Corporate Performance…………………………….………………………………………………………	66
Elements of Compensation……………………………….……………………………………………………….	67
Changes to Security-Based Compensation Arrangements………………………………………….	74
Performance Graph……………………………….……………………………….………………………………….	75
Executive Share Ownership Policy………….……………………………….…………………………………	76
Summary Compensation Table……………………………….………………………………………………….	76
Employment, Consulting and Management Agreements……………………………………………	77
Termination and Change of Control Benefits……………………………….…………………………….	81
Incentive Plan Awards……………………………….……………………………….……………………………..	82
Share Compensation Plan……………………………….……………………………….………………………..	84
Burn Rate of Share-Based Compensation Arrangements………………….………………………..	90
Equity Compensation Plan Information……………………………………………………………………..	90
DIRECTOR COMPENSATION AND EQUITY OWNERSHIP……………………………………………………………….	91
OTHER INFORMATION……………………………….……………………………….……………………………………………….	98
SCHEDULE A – BOARD MANDATE……………………………….……………………………….……………………………..	A-1

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

MEETING INFORMATION This year, K92 will hold its annual WHEN: meeting of shareholders in a Thursday, June 30, 2022 at 3:00 pm (Pacific Time) virtual only format. Shareholders will be able to participate by WHERE: voting or asking questions at the Virtual meeting online at https://virtual-meetings.tsxtrust.com/1373 meeting. Meeting Password: k922022

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of K92 MINING INC. (the “ Company ” or “ K92 ” ) will be held in a virtual only format.

At the Meeting, Shareholders will be asked to:

receive the audited consolidated financial statements of the Company together with the auditor’s report thereon for the year ended on December 31, 2021;
set the number of directors for the ensuing year at nine (9);
elect the nine director nominees to serve on the Company’s Board;
appoint the PricewaterhouseCoopers as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration; and
transact any other business which may properly come before the Meeting or at any adjournment or postponement thereof.

WHO IS ELIGIBLE TO VOTE?

If you were a Shareholder on May 20, 2022, you are entitled to receive notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

Accompanying this Notice are: an Information Circular, a form of Proxy or Voting Instruction Form containing voting instructions from your broker, and a voluntary Mailing List Return Card.

We value your opinion and participation in the Meeting as a shareholder of K92. Please review the accompanying Information Circular before voting as it contains important information about the Meeting. It is important that you exercise your vote, either virtually at the Meeting, on the internet, or by mail, by completing and returning the enclosed Proxy or Voting Instruction Form.

Please note that the Company is not utilizing the notice-and-access mechanism under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations , for distribution of Meeting materials to registered and beneficial shareholders.

VOTING DEADLINE

To be eligible for voting at the Meeting, the form of Proxy or VIF must be returned to or deposited with TSX Trust no later than 3:00 p.m. (Pacific time) on June 28, 2022 , or if the Meeting is adjourned or postponed, at least 48 business hours (where "business hours" means hours on days other than a Saturday, Sunday or any other holiday in British Columbia) before the time on the date to which the Meeting is adjourned or postponed.

HOW TO VOTE

If you are a Registered Shareholder of the Company who wishes to vote and are unable to attend the virtual Meeting, you must complete, date and sign the accompanying form of proxy and deliver it to the Company’s transfer agent, TSX Trust Company (“ TSX Trust ”), by any of the methods below:

Internet: www.voteproxyonline.com

Mail: TSX Trust Company, Suite 301 - 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1 Fax: +1 (416) 595-9593

If applicable, please include the 12-digit control number found on the front of your Proxy .

If you are a Non-Registered Shareholder (as defined in the accompanying Information Circular), please follow the instructions contained in any voting instruction form provided to you by your broker, investment dealer or other intermediary. If you received a Voting Instruction Form (“ VIF ”), you are a Non-Registered Shareholder that holds your common shares through a broker, investment dealer or other intermediary and must provide your instructions as specified in the VIF in sufficient time prior to the proxy deadline.

A Shareholder who wishes to appoint a person other than the management nominees identified on the Proxy or VIF (including a Beneficial Shareholder who wishes to appoint themself to attend) must carefully follow the instructions in the Information Circular and on their Proxy or VIF. These instructions include the additional step of registering such proxy holder with our transfer agent, TSX Trust, after submitting their Proxy or VIF. In order to register a proxyholder, whether yourself or a third party, shareholders MUST email TSX Trust at [email protected] with their proxyholder's contact information, so that TSX Trust may provide the proxyholder with a Control Number via email. Failure to register the proxy holder with TSX Trust will result in the proxy holder not being able to participate in voting the Meeting and only being able to attend as a guest.

Copies of this Notice of Meeting, the Information Circular, the Proxy and the annual financial statements are posted on the Company’s website at www.K92mining.com and are filed under the Company’s profile at www.sedar.com.

Dated at Vancouver, British Columbia this 20[th] day of May, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“John Lewins”

John Lewins Chief Executive Officer and Director

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact Laurel Hill Advisory Group:

Telephone : Email: [email protected] 1-877-452-7184 toll-free in North America +1-416-304-0211 outside of North America

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES TODAY.

K92 Mining | 2022 AGM Management Information Circular

LETTER TO SHAREHOLDERS

May 20, 2022

Dear Fellow K92 Mining Shareholders,

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On behalf of the Board of Directors, we would like to invite you to our 2022 Annual General Meeting of Shareholders taking place on Thursday, June 30, 2022, at 3:00 pm Pacific Time. For the third consecutive year, in the interest of the continued health and safety of our directors, employees and shareholders, the Board has elected to conduct the shareholder meeting virtually. We invite shareholders to vote their shares in advance of the meeting and to join us virtually at the AGM. We want to hear from you and have provided the details on our website and in the accompanying meeting materials.

In 2021, the COVID-19 pandemic continued to have an impact across every sector, and the mining industry was certainly no exception. Despite this, 2021 represented another major step forward for the Company on multiple fronts. On safety, the Kainantu Gold Mine in Papua New Guinea (“ PNG ”), once again delivered one of the best safety records in the Australasia region with a lost time frequency incident rate of 0.30 per 1 million total hours worked. Our pandemic resiliency also took a major step forward, through a robust vaccination program, with one of the highest vaccination rates in the resources sector in PNG, in addition to a progressive enhancement of our mitigation controls that have proven effective during multiple COVID-19 waves in PNG.

Financially, K92 finished the year stronger than ever, with a net cash balance of $71 million, increasing $24 million from 2020 year-end, while also continuing to invest significantly in production expansion and exploration growth. Operations were also strong, with 2021 delivering record production, throughput and development, while finishing with record quarterly production of 36,145 ounces gold equivalent (“ AuEq ”) in the fourth quarter.

Importantly, 2021 also delivered several growth milestones:

achieved Stage 2 Expansion run-rate of 400,000 tonnes per annum (“ tpa ”) or 1,100 tonnes per day (“ tpd in late Q3;
announced the approval of a Stage 2A Expansion to increase annual throughput +25% to 500,000 tpa in October 2021 based on the strong performance of the expanded Stage 2 process plant. Stage 2A Expansion commissioning is planned for H2 2022 with a low estimated growth capital cost of $2.5 million;
mined the first stope from the Judd #1 Vein just a year after the discovery of high grade from underground. Mining at Judd has delivered strong performance including solid geotechnical statistics, high grades delivered to the plant, and robust drill and blast characteristics. Establishing a new major mining front at Judd has provided a significant boost to operational flexibility and material movements; and
commissioned the gravity circuit, which is expected to further improve the metallurgical recoveries and overall payabilities of the plant, once fully integrated.

On the exploration side of the Company, we have now expanded to have up to 11 drill rigs operating, significantly increasing our drilling capacity since 2018 when 2 rigs operated. During the year, we continued to deliver high-grade and solid thickness exploration results, reporting 177 drill holes at the Kora and Judd vein systems, with all the holes intersecting mineralization. Notably, in late 2021, we completed a major infill drill program at Kora for its updated resource estimate, and have now shifted almost our entire exploration focus to resource growth. Step-out drilling is underway at the Judd, Judd South, Kora and Kora South vein systems. Porphyry exploration has also advanced, with our second phase program at Blue Lake completed in the first quarter of 2022.

K92 Mining | 2022 AGM Management Information Circular

We are also proud to report that our exploration success has received major recognition from the mining industry, with the Prospectors & Developers Association of Canada (“ PDAC ”) awarding K92 the prestigious 2021 Thayer Lindsley Award for Best Global Discovery for the discovery of Kora North. This is the first time a project in Papua New Guinea has received this prestigious award, marking a major achievement for its resource sector.

During the pandemic environment, we maintained a significant focus on increasing our community development programs and initiatives to support the growth and prosperity of the people of PNG. During the past year, community business development and infrastructure programs were expanded, encompassing health and medical facilities, literacy, education, roads, water supply, women’s empowerment, agriculture programs, business joint ventures, and local supplier engagements. Our workforce, which consists of 95% PNG citizens and a majority from our local landowners, also increased and will continue to grow as we advance our planned expansions.

Environmentally, as a high-grade, underground mine that utilizes power mostly from hydroelectricity, the carbon footprint for Kainantu remains among the lowest in the industry. Kainantu also has a very low environmental footprint, one of the smallest footprints of any mining operation in PNG. We continue to explore initiatives to further reduce our footprint even as our production increases, including the potential electrification of our fleet, supporting the improvement of hydroelectric infrastructure to Kainantu, and providing carbon offsets.

Given the unprecedented challenges that the COVID-19 pandemic has brought, we would like to highlight that these significant accomplishments were achieved despite the encumbrances from the pandemic and mitigation measures. The commitment and effort of our workforce has truly been extraordinary in supporting the resiliency of our operations through this pandemic. The Government of Papua New Guinea and Government of Australia have also been very supportive and a major factor in our success.

As we look forward to the rest of 2022 and beyond, we believe that the prospects for K92 remain robust, with growing production and accelerating exploration activities. These prospects, in conjunction with a macroeconomic and geopolitical environment that is conducive to gold, in our view, make gold an even more important asset class for investors. Additionally, as the global scale of electrification and industrial activity continue to trend higher, the outlook for copper continues to be very promising and potentially a factor going forward. Copper by-products from vein field production are notable, but more importantly, exploration activities at copper-gold porphyry targets, particularly Blue Lake and A1, provide investors with the potential for increased copper-gold exposure.

The Board of Directors and I thank you for your continued support of and interest in K92 Mining.

Sincerely,

“John D. Lewins”

John D. Lewins Chief Executive Officer and Director

(1) Mineral Resource Estimate and PEA are included in a technical report titled, “Independent Technical Report Mineral Resource Estimate Update Kora and Judd Gold Deposits, Kainantu Project, Papua New Guinea” dated March 31, 2022.

(2) The Company provides some non-international financial reporting standard measures as supplementary information that management believes may be useful to investors to explain the Company’s financial results. Please refer to non-IFRS financial performance measures in the Company’s management’s discussion and analysis dated May 13, 2022, available on SEDAR or the Company’s website, for reconciliation of these measures.

K92 Mining | 2022 AGM Management Information Circular

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2022 MANAGEMENT INFORMATION CIRCULAR

(as at May 20, 2022, unless otherwise indicated)

You have received this management information circular because you owned K92 common shares as of the close of business on May 20, 2022 (the “ Record Date ” ) and have the right to vote at our annual general meeting.

Management of K92 is soliciting your proxy for the virtual annual general meeting of shareholders to be held on Thursday, June 30, 2022 .

YOUR VOTE IS IMPORTANT. PLEASE READ THIS CIRCULAR CAREFULLY AND THEN VOTE YOUR SHARES, EITHER BY PROXY OR AT THE VIRTUAL MEETING.

GENERAL PROXY INFORMATION

Solicitation

This management information circular (the “ Information Circular ”) is furnished in connection with the solicitation of proxies being made by the management of K92 Mining Inc. (the “ Company ”, “ K92 ”, “ we ”, “ us ” or “ our ”) for use at our virtual Annual General Meeting of Shareholders (the “ Meeting ”) and any adjournment or postponement thereof. The solicitation of proxies is being made primarily by mail. The cost of preparing and distributing Meeting materials and the cost of soliciting proxies will be paid by the Company.

The Company has retained Laurel Hill Advisory Group as its proxy solicitation agent to assist it in communicating with Shareholders in connection with the Meeting. In connection with these services, Laurel Hill Advisory Group will receive a fee of $35,000, plus reasonable out-of-pocket expenses. If you have any questions regarding the Meeting, or if you require assistance with voting, you may contact Laurel Hill Advisory Group at 1-877-452-7184 (toll-free in Canada and the United States (“U.S.”)) or 1-416-304-0211 (other countries) or by email to [email protected].

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methods
prior to the Meeting.
Telephone or Fax
Registered Shareholders
Shares held in own name and www.investorvote.com Telephone: 1-866-732-8683 Return the form of proxy in the
represented by a physical enclosed postage paid envelope.
Non-Registered Shareholders Call or fax to the number(s) Return the voting instruction form in
Shares held with a broker, bank, listed on your voting the enclosed postage-paid envelope.
or other intermediary. instruction form.
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K92’s directors, officers and employees, or representatives of Laurel Hill Advisory Group, our strategic advisor and proxy solicitation agent, may contact you by mail or phone to encourage you to vote.

This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such a solicitation.

This Information Circular describes the matters of business to be covered at the Meeting and how registered shareholders (“ Registered Shareholders ”) and non-registered shareholders (“ Non-Registered Shareholders ”) may vote.

K92 Mining | 2022 AGM Management Information Circular

Meeting Time, Date and Location

The Meeting will be held in a virtual format only on Thursday, June 30, 2022, at 3:00 p.m. (Pacific Time) for the purposes set forth in the accompanying Notice of Annual General and Special Meeting (the “ Notice of Meeting ”).

Due to the ongoing public health concerns related to the COVID-19 pandemic, and to ensure the health and wellbeing of our shareholders, employees, communities and other stakeholders, our board of directors (the “ Board ”) and management have decided to conduct the Meeting virtually, using the meeting platform of the TSX Trust Company (“ TSX Trust ”) https://virtual-meetings.tsxtrust.com/1373 (Password k922022) . Registered Shareholders and duly appointed proxyholders will be able to vote in real time and ask questions at the Meeting by following the instructions set out in this Information Circular. Non-registered shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting or ask questions. We firmly believe that a virtual Meeting gives all shareholders an equal opportunity to participate, regardless of their geographic location or the particular constraints, circumstances or health risks they may be facing.

For details on how access to the virtual Meeting, see “Attending and Voting Virtually at the Meeting” on page 12.

As a shareholder of the Company, you have the right to vote your common shares (the “ Shares ”) on all items that come before the Meeting. We strongly encourage you to vote your Shares by proxy prior to the Meeting. This Information Circular will provide you with information about these items and how to exercise your right to vote. It will also tell you about the director nominees, the proposed auditor, the compensation of directors and certain officers, our corporate governance practices, and executive compensation philosophy, practices and particulars.

Currency

All dollar amounts are expressed in United States dollars unless otherwise indicated. The use of the symbol “$” refers to US dollars, the use of the symbol “CAN$” refers to Canadian dollars, the use of the symbol “AUS$” refers to Australian dollars, and the use of the symbol “PGK” refers to the Papua New Guinean kina.

Date of Information

All information set out in this Information Circular is as at May 20, 2022 (the Record Date) unless otherwise noted.

Delivery of Meeting Materials to Registered and (Beneficial) Shareholders

These Meeting materials are being sent by mail to Registered Shareholders and Non-Registered Shareholders.

The Company has agreed to pay to distribute the proxy-related materials to the objecting beneficial shareholders.

Shares represented by a properly executed proxy in favour of persons proposed by Management as proxyholders in the accompanying form of proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and
(b) where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL, YOUR SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

K92 Mining | 2022 AGM Management Information Circular

VOTING SECURITIES AND PRINCIPAL HOLDERS

Record Date

The Board has fixed May 20, 2022 as the Record Date for the purpose of determining shareholders entitled to receive the Notice and vote at the Meeting. Only those holders of Shares as of the Record Date, or their duly appointed proxyholders, are entitled to attend and vote at the Meeting.

A holder of record of one or more Shares on the securities register of the Company on the Record Date who either attends the Meeting personally or deposits a proxy form in the manner and subject to the provisions described in this Information Circular will be entitled to vote or to have their Shares voted at the Meeting, except when:

(a) the Shareholder has transferred the ownership of any Shares after the Record Date; and
(b) the transferee produces a properly endorsed share certificate for, or otherwise establishes ownership of, any of the transferred Shares and makes a request to TSX Trust no later than ten (10) days before the Meeting that the transferee’s name be included in the list of Shareholders of the Company.

Voting Shares Outstanding

Our Shares trade on the Toronto Stock Exchange (“ TSX ”) under the trading symbol “KNT”.

The Company has an authorized share structure consisting of an unlimited number of Shares without par value. The holders of Shares and Preferred Shares are entitled to receive notice of, and to attend all meetings of shareholders and to have one vote for each Share held, except to the extent specifically limited by the Business Corporations Act (British Columbia) (the “ BCBCA ”).

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders, or who is holding a proxy on behalf of a shareholder who is not present at the Meeting, will have one vote, and on a poll, every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Share.

As of the close of business on the Record Date, the Company had outstanding (i) 226,825,937 fully paid and nonassessable Shares without par value, and (ii) Nil Preferred Shares outstanding.

Owners of 10% or More Shares

To the knowledge of the directors and officers of the Company, as at the Record Date, no person or company owns, controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights of the Shares of the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, no person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors.

For the purpose of this section, “person” includes each person or company: (a) who has been a director or executive officer of the Company at any time since the commencement of the Company’s last financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person or company included in subparagraphs (a) or (b).

K92 Mining | 2022 AGM Management Information Circular

VOTING INFORMATION

All shareholders are advised to carefully read the voting instructions below that are applicable to them.

Who can vote?

How you can vote depends on if you are a Registered Shareholder or a Non‐Registered Shareholder . The different voting options are summarized below, and more detail is provided in the following section.

Please follow the appropriate voting option based on whether you are a Registered or Non‐Registered Shareholder:

You are a Registered Shareholder if your name appears on your K92 share certificate(s), or your Shares are registered in your name on the K92 share registry with TSX Trust Company.
You are a Non‐Registered Shareholder if your shares are registered in the name of a bank, trust company, securities broker, trustee or other financial institution or nominee on your behalf ( Intermediary ).

If you are unsure if you are a Registered Shareholder or a Non-Registered Shareholder as of the Record Date, you may contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (Toll Free) or 416-304-0211 (Outside North America); or by email at [email protected].

If you are a Registered Shareholder at the close of business on May 20, 2022, you, or the person you have appointed as your proxyholder can attend and vote at the Meeting (which this year will be virtual and online) or any adjournment or postponement thereof. Please see “Registered Shareholders Voting Options” below.

If you are a Non-Registered or beneficial Shareholder at the close of business on May 20, 2022, you have the ability to vote at the Meeting by providing voting instructions to your intermediary, or virtually as proxy for yourself . Please see “Non-Registered Shareholders Voting Options” on page 11.

Registered Shareholders Voting Options

Registered Shareholders Option 1 – Voting by Proxy

Voting by proxy is the easiest way to vote. By completing and returning your proxy form, you are authorizing your proxyholder to vote your Shares at the Meeting, or withhold your vote, according to your instructions. The individuals named in the accompanying form of proxy are directors or officers of the Company (the “Management Proxyholders”). Unless otherwise noted, the following instructions assume that you are appointing the Management Proxyholders as your proxy.

If there are other items of business that properly come before the Meeting, or amendments or variations to the items of business, your proxyholder has the discretion to vote your Shares as he or she sees fit. It is important that you provide voting instructions with your proxy. If you appoint the Management Proxyholders but do not tell them how to vote, your Shares will be voted FOR each of the items of business currently proposed for the Meeting.

A proxy will not be valid unless it is dated and signed by you, as the Registered Shareholder, or by your attorney with proof that they are authorized to sign, and completed according to the instructions set out in the proxy form. If you represent a Registered Shareholder who is a company or association, your proxy should have the seal of the company or association, if applicable, and must be executed by a duly authorized officer or an attorney. If you execute a proxy as an attorney for a Registered Shareholder who is an individual, or as an officer or attorney of a Registered

K92 Mining | 2022 AGM Management Information Circular

Shareholder who is a company or association, you must include the original authorization, or a notarized copy of the written authorization for the officer or attorney, with your proxy form.

Registered Shareholders who wish to submit a proxy may do so by returning a completed, dated and signed Proxy to the Company’s transfer agent, TSX Trust Company, prior to the cut-off time of 3:00 pm (Pacific Time) on June 28, 2022, by any of the methods shown below:

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Mail or courier

Complete your proxy form, sign and date it, and send it to TSX Trust in the envelope provided to the address below.

TSX Trust Company Suite 301 – 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1

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Internet

Go to www.voteproxyonline.com and follow the instructions on screen. If you vote using the internet, you will need your 12-digit control number, which appears in the bottom of the first page of your proxy.

Fax

Complete your proxy form, sign and date it, and send it by fax to +1-416-595-9593.

Appoint another person to attend the Meeting virtually and vote your Shares on your behalf

You can appoint a person other than the Management Proxyholders to attend the Meeting and vote on your behalf. If you want to appoint someone else as your proxyholder, strike out the names of the Management Proxyholders in the enclosed proxy form and print the name of the person that you want to appoint as your proxyholder in the space provided. This person does not need to be a K92 shareholder. Complete your voting instructions, sign and date the proxy form, and return your proxy form to TSX Trust using one of the methods noted above.

You or your appointee must then register with TSX Trust in advance of the Meeting by emailing to [email protected] a completed "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75. TSX Trust will provide the appointee with a Control Number by e-mail after the voting deadline has passed.

Please refer to “ Appointing a Proxyholder to Vote at the Meeting” below.

Registered Shareholder Proxy Voting Cut-off Time

A proxy will not be valid unless completed, dated and signed and received by TSX Trust no later than 3:00 p.m. (Pacific time) on June 28, 2022, or if the Meeting is adjourned or postponed, at least 48 business hours (where "business hours" means hours on days other than a Saturday, Sunday or any other holiday in British Columbia) before the time on the date to which the Meeting is adjourned or postponed. If not dated, the proxy will be deemed to have been dated the date it is mailed to TSX Trust.

K92 Mining | 2022 AGM Management Information Circular

Registered Shareholders Option 2 – Voting by Attending the Virtual Meeting and Voting Online

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The Meeting will be hosted virtually by a live audiocast starting at 3:00 p.m. (Pacific Time) on June 30, 2022. To participate online, Registered Shareholders must have a valid 12-digit control number and appointed proxyholders must be registered with and have received login credentials for the Meeting from TSX Trust Company.

Please refer to “Attending and Voting Virtually at the Meeting” on page 12 for instructions on how to access the virtual Meeting.

Non-Registered Shareholders Voting Options

The information set forth in this section is of significant importance to many K92 Shareholders, as a substantial number of K92 Shareholders are Non-Registered Shareholders whose Shares are not registered in their own names.

A person or company is not a Registered Shareholder if Shares that are held on behalf of the person or company (the “ Non-Registered Shareholder ”) are registered in the name of an intermediary (“ Intermediary ”) that the NonRegistered Shareholder deals with regarding the Shares. Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or in the name of a clearing agency (such as The Canadian Depository of Securities Limited) of which the intermediary is a participant. Typically, Intermediaries will use a service company (such as Broadridge Investor Communications) to forward meeting materials to Non-Registered Shareholders.

Non-Registered Shareholders Option 1 – Voting by Proxy

Voting by proxy or using the voting instruction form is the easiest way to vote. By completing and returning the voting instruction form (VIF) or form of proxy according to the instructions on the VIF, you are advising your Intermediary how you would like your Shares voted for the Meeting.

You should receive from your Intermediary either a VIF, which is not signed by the Intermediary, or a pre-authorized form of proxy indicating the number of Shares to be voted that has already been signed by the Intermediary. Your Intermediary must ask for your voting instructions before the Meeting.

Your Intermediary will have its own procedures that you should carefully follow to ensure your Shares are voted on your behalf by your Intermediary at the Meeting. Please be aware that the deadline for submitting your voting instruction form or form of proxy to your Intermediary may be earlier than the deadlines for Registered Shareholders set out above. Your voting instructions must be received in sufficient time to allow your instructions to be forwarded by your Intermediary to TSX Trust for receipt at least 48 hours before the Meeting, or its postponement or adjournment.

Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s proxy to represent your Shares at the Meeting. The completed VIF must be returned by mail (using the return envelope provided) or by facsimile. Alternatively, Non-Registered Shareholders may call a toll-free number or go online to www.proxyvote.com to vote. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Shares to be represented at the Meeting and the appointment of any Shareholder’s representative.

K92 Mining | 2022 AGM Management Information Circular

The Company may utilize Broadridge’s QuickVote[TM] system to assist Shareholders with voting their Shares. Certain Non-Registered Shareholders who have not objected to the Company knowing who they are (non-objecting beneficial owners or “NOBOs”) may be contacted by Laurel Hill, which is soliciting proxies on behalf of management of the Company, to conveniently obtain a vote directly over the phone.

A Non-Registered Shareholder who receives a VIF or form of proxy cannot use that form to vote Shares directly at the Meeting. The VIF or form of proxy must be returned following the instructions set out on the form well in advance of the Meeting in order to have the Shares voted at the Meeting on your behalf.

Non-Registered Shareholders Option 2 – Attending and Voting at the Virtual Meeting

ONLY REGISTERED SHAREHOLDERS OR DULY APPOINTED PROXYHOLDERS ARE PERMITTED TO VOTE AT THE MEETING. MOST SHAREHOLDERS OF THE COMPANY ARE NON-REGISTERED SHAREHOLDERS BECAUSE THE SHARES THEY OWN ARE NOT REGISTERED IN THEIR NAMES BUT ARE INSTEAD REGISTERED IN THE NAME OF THE BROKERAGE FIRM, BANK OR TRUST COMPANY (INTERMEDIARY).

If you are a Non-Registered Shareholder and wish to attend and vote at the Meeting instead of by proxy, you must insert your name (or the name of another person as you wish to attend and vote on your behalf) in the blank space provided for that purpose on the VIF and return the completed VIF as per the instructions set out on the VIF.

You or your appointee must then register with TSX Trust in advance of the Meeting by emailing to [email protected] a completed "Request for Control Number" form, that can be found here https://tsxtrust.com/resource/en/75. TSX Trust will provide the appointee with a Control Number by e-mail after the voting deadline has passed. If you or your appointee is approved as a proxyholder, you will need to attend the Meeting for your votes to be counted.

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The Meeting will be hosted virtually by a live audiocast starting at 3:00 p.m. (Pacific Time) on June 30, 2022. To participate online, Non-Registered Shareholders must have received from TSX Trust Company a valid 12-digit control number and login credentials for the Meeting.

Please refer to “Attending and Voting Virtually at the Meeting” for instructions on how to access the virtual Meeting.

Attending and Voting Virtually at the Meeting

The Meeting will be hosted virtually. Shareholders and duly appointed proxyholders may attend via live audio webcast at https://virtual-meetings.tsxtrust.com/1373 (Password k922022 ).

In order to attend, participate or vote at the Meeting (including for voting and asking questions at the Meeting), shareholders MUST have a valid Control Number .

The virtual Meeting will give you the opportunity to attend the Meeting online, using your computer, smartphone or tablet. You will be able to view a live webcast of the Meeting, ask the Board questions and submit your votes in real time.

For other information on attending the Meeting, please refer to the TSX Trust Virtual Meeting Guide that accompanies this information circular if you wish to attend the meeting.

The Meeting will begin promptly at 3:00 p.m. (Pacific Time) on June 30, 2022. Online check-in will begin starting 15 minutes prior, at 2:45 p.m. Shareholders and duly appointed proxyholders should allow ample time for online checkin procedures.

K92 Mining | 2022 AGM Management Information Circular

Registered Shareholders and duly appointed proxyholders can attend and vote at the Meeting virtually by following the steps listed below:

At least 15 minutes before the start of the Meeting, type in https://virtual-meetings.tsxtrust.com/1373 on your browser ( do not use Internet Explorer ).
Click on “ I have a control number ”.
Enter your 12-digit control number (found on your proxy form).
Enter the password: k922022 (case sensitive).
When the ballot is opened on the screen, click on the “ Voting ” icon.
To vote, simply select your voting direction from the options shown on screen, then click Submit .
A confirmation message will appear to show your vote has been received.

The live audio webcast will enable Registered Shareholders to listen to the Meeting, submit questions, and vote online. Questions about a motion can be submitted by any Registered Shareholder using the instant messaging service of the virtual interface.

If you are a K92 Registered Shareholder and you want to appoint someone else as your proxyholder (other than the Management Proxyholders designated in the proxy) to vote online at the Meeting, you may do so either by inserting the name of that other person in the blank space provided in the proxy or by completing and delivering another suitable form of proxy to TSX Trust. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing to [email protected] a completed "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75. TSX Trust will provide the proxyholder with a Control Number by e-mail after the voting deadline has passed.

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

In advance of the Meeting, appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form (VIF).
Sign and send the proxy form or VIF to your intermediary, following the submission instructions on the VIF.
Obtain a control number by sending to TSX Trust Company by email ([email protected]) the " Request for Control Number " form, which can be found here https://tsxtrust.com/resource/en/75.
At least 15 minutes before the start of the Meeting, type in https://virtual-meetings.tsxtrust.com/1373 on your browser ( do not use Internet Explorer ).
Click on “ I have a control number ”.
Enter the 12-digit control number (on your proxy form).
Enter the password: k922022 (case sensitive).
When the ballot is opened on the screen, click on the “ Voting ” icon.
To vote, simply select your voting direction from the options shown on screen, then click Submit .
A confirmation message will appear to show your vote has been received.

Non-Registered U.S. Shareholders Notwithstanding the foregoing, Non-Registered Shareholders located in the United States will generally have to first obtain a valid legal proxy from their intermediary and will need to submit such legal proxy to TSX Trust Company at 301- 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 or by email to [email protected]. For further details, Non-Registered Shareholders located in the United States should contact their intermediary directly. Additionally, requests for registration from Non-Registered Shareholders located in the United States that wish to attend and vote at the Meeting online must be deposited with TSX Trust Company by visiting https://tsxtrust.com/resource/en/75 on or before 2:00 p.m. (Vancouver time) on June 30, 2022. Once such legal proxy is deposited with TSX Trust Company in accordance with these instructions, the Shareholder should receive from TSX Trust Company a control number via email shortly after this deadline and may then proceed with following instructions 4, 5, and 6 above.

If a Non-Registered Shareholder does not comply with these requirements, such Non-Registered Shareholder will be able to attend the Meeting online as a guest but will not be able to vote or ask questions at the Meeting online.

K92 Mining | 2022 AGM Management Information Circular

The live audio webcast will enable duly appointed proxyholders to listen to the Meeting, submit questions, and vote online. Questions about a motion can be submitted by any duly appointed proxyholder using the instant messaging service of the virtual interface.

Guests and Non-Registered Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting virtually as guests, but will not have the ability to vote virtually or ask questions. Guests and NonRegistered Shareholders, may attend the Meeting by following the steps listed below:

Before the start of the Meeting, type in https://virtual-meetings.tsxtrust.com/1373 on your browser ( do not use Internet Explorer ).
Click on “ I am a guest ”.
Complete the online form to access the Meeting.

The live audio webcast will enable Guests and Non-Registered Shareholders to listen to the Meeting.

Technical

The Meeting platform is supported across browsers and devices running the most updated version of applicable software plug-ins. Shareholders and duly appointed proxyholders should ensure they have a strong, preferably highspeed, internet connection wherever they intend to participate in the Meeting. For any technical difficulties experienced during the check-in process or during the Meeting, please refer to the virtual meeting guide insert, which outlines the instructions for attending the Meeting virtually.

If you have any questions or require further information with regard to voting your Shares, please contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (Toll Free) or 416-304-0211 (Outside North America); or by email at [email protected].

It is important that you or your proxyholder are always connected to the internet during the Meeting to ensure you are able to vote when required. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Appointing a Proxyholder to Vote at the Meeting

The persons named as proxyholders in the accompanying form of proxy are directors or officers of the Company (the “ Management Proxyholders ”). A shareholder has the right to appoint as proxyholder a person other than the persons whose names are printed as proxyholders in the accompanying form of proxy.

A proxyholder is the person you appoint to act on your behalf at the Meeting (including any postponement or adjournment of the Meeting) and to vote your Shares. You may choose anyone to be your proxyholder, including someone who is not a shareholder of K92. Simply fill in the proxyholder's name in the blank space provided on the form of proxy mailed to you. If you leave the space in the form of proxy blank, the persons designated in the proxy or voting instruction form (VIF) are appointed to act as your proxyholder.

The following applies to shareholders who wish to appoint a person (a " third-party proxyholder "), other than the management nominees set forth in the form of proxy or VIF, as proxyholder, including Non-Registered Shareholders who wish to appoint themselves as proxyholder to participate or vote at the Meeting.

Shareholders who wish to appoint a third-party proxyholder to participate or vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or VIF (as applicable) appointing the third-party proxyholder AND register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number to attend, participate or vote at the Meeting.

K92 Mining | 2022 AGM Management Information Circular

STEP 1: Submit your proxy or VIF: To appoint a third-party proxyholder, insert the person's name in the blank space provided in the form of proxy or VIF (if permitted) and follow the instructions for submitting the proxy or VIF.
STEP 2: Register your proxyholder: The person you appoint as proxyholder MUST contact TSX Trust at [email protected] to request a control number to be represented or voted at the Meeting. TSX Trust will provide the proxyholder with a Control Number by e-mail after the voting deadline has passed. Without the control number, proxyholders will not be able to participate or vote at the Meeting. It is the responsibility of the shareholder to advise their proxy (the person they appoint) to contact TSX Trust to request a control number.

If you are a Non-Registered Shareholder and wish to attend. participate and vote at the Meeting, you must insert your own name in the space provided on the VIF sent to you by your Intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. Please also see further instructions under the heading “ Attending and Voting Virtually at the Meeting ”.

Revocation or Change of Proxies

Any Registered Shareholder who has returned a proxy may revoke it at any time before it is used by:

Submitting a new completed proxy form that is dated later than your original proxy and is received by TSX Trust by the proxy voting cut-off time of 3:00 p.m. (Pacific Time) on June 28, 2022, or, in the case of an adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to such reconvened Meeting;
Voting during the Meeting by logging into the Meeting following the procedures described above (if you login using the 12-digit control number on your proxy form you will revoke all previously submitted proxies and be able to vote by ballot at the Meeting);
Submitting to the Company’s Corporate Secretary at 488, 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, or to TSX Trust Company Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1, or by fax to +1-416-595-9593, a written notice of revocation signed by you or your duly authorized attorney (“ Revocation Notice” ) and stating that you want to revoke your proxy, any time up to and including the last business day before the day of the Meeting, or the day the Meeting is reconvened if it was postponed or adjourned; or
Any other manner permitted by law.

If you represent a Registered Shareholder who is a company or association, your Revocation Notice must have the seal of the company or association, if applicable, and must be executed by an officer of the company or an attorney who has written authorization. The written authorization must accompany the Revocation Notice.

If you are a Non-Registered Shareholder who has voted by proxy through your Intermediary and would like to change or revoke your vote, contact your Intermediary to discuss whether this is possible and what procedures you need to follow. The change or revocation of voting instructions by a Non-Registered Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline given in the proxy or voting instruction form by the Intermediary or its service company to ensure it is effective.

K92 Mining | 2022 AGM Management Information Circular

QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS

Pursuant to the articles of the Company (the “ Articles ”), a quorum for the transaction of business at any meeting of Shareholders is two persons present or represented by proxy who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting. Under the BCBCA and pursuant to the Articles, a majority of not less than two-thirds (2/3) of the votes cast at the Meeting is required to pass all special resolutions.

At the Meeting, Shareholders will be asked to consider and, if thought fit, to pass ordinary resolutions to: (i) elect nine (9) directors to the Board; (ii) appoint an auditor and to authorize the directors to fix the auditor’s remuneration; and (iii) approve any other business that properly comes before the Meeting.

Processing the Votes and Announcement of Results

Our transfer agent, TSX Trust Company, or its authorized agents count and tabulate the votes on our behalf. We will announce the voting results of the Meeting by press release after the Meeting.

BUSINESS OF THE MEETING

There are three items of business to be considered at the Meeting. The matters are described in this section below.

If you sign and return your proxy form without designating a proxyholder and do not give voting instructions or specify that you want your Shares withheld from voting, the K92 Management Proxyholders will vote FOR each item of business that requires a vote.

Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting. Your proxy is effective at any continuation following an adjournment of the Meeting. As of May 20, 2022, no director or officer of the Company is aware of any variation, amendment, or other matter to be presented for a vote at the Meeting.

1. RECEIVING THE FINANCIAL STATEMENTS

K92’s consolidated financial statements, including the related auditor’s report, for the years ended December 31, 2021 and December 31, 2020 will be available at the virtual Meeting. The audited consolidated financial statements are currently available on the Company’s website at www.k92mining.com, under K92’s profile on SEDAR at www.sedar.com, or by request to the Company. Printed copies will be mailed to Shareholders who have requested them. No shareholder vote is required in respect of the financial statements.

2. APPOINTMENT OF AUDITOR AND AUTHORIZING AUDITOR REMUNERATION

The auditor for the Company is presently PricewaterhouseCoopers LLP (“ PwC ”) of 700 - 250 Howe Street, Vancouver, British Columbia, V6C 3S7, Canada. PwC was first appointed auditor in August 2014, when the Board, upon the recommendation of the Audit Committee, approved PwC’s appointment. The Company rotates its auditor engagement leader with PwC on a regular basis.

All services to be performed by the Company’s auditor, subject to the de minimis exceptions for non-audit services, must be approved in advance by the Audit Committee in accordance with the Audit Committee Charter.

The Audit Committee has reviewed the overall performance of PwC and determined that PwC should be reappointed as the Company’s auditor and made such recommendation to the Board. The Board agreed with the recommendation. At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, pass an ordinary resolution to appoint PwC as auditor of the Company, to hold office until the next annual meeting of shareholders, and to authorize the directors to fix the remuneration of the auditor. Management and the Board recommend that PwC be appointed as auditor of the Company until the close of the next annual meeting of shareholders.

K92 Mining | 2022 AGM Management Information Circular

The aggregate fees billed by our external auditor, PwC, in each of the last two financial years are as follows:

Financial Year Ending	Audit Fees(1)	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees(4) (5)
December 31, 2021	$169,714	$1,754	$87,844	$42,283
December 31, 2020	$146,909	$1,754	$56,087	$37,896

Notes:

(1) Represents the aggregate fees billed by the Company’s external auditor in each of the last two financial years for audit services. Audit fees include fees billed by PwC’s offices in Papua New Guinea and Vancouver.
(2) Represents Canadian Public Accountability Board (CPAB) fees related to the annual audit.
(3) Represents fees for preparation of income tax returns and stock options tax withholding analyses.
(4) Represents the aggregate fees billed in each of the last two financial years by the Company’s auditor for products and services not included under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”. These other fees relate to reviews of interim financial statements.

(5) Canadian Dollars converted to US Dollars at the average annual exchange rate of 0.7978 for the year ended December 31, 2021.

Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditor of K92 until the close of the next annual meeting of shareholders of K92 and to authorize the directors to fix the remuneration of the auditor.

3. NUMBER OF DIRECTORS

The Company’s Articles require that the Board of K92 consists of at least three directors if the Company is a public company and provide that the shareholders fix or set the number of directors from time to time. At the Meeting, the nine (9) persons named in “Board Nominees” below will be proposed for election as directors of the Company. The Company is asking shareholders to set, by ordinary resolution, the number of directors of the Company at nine.

Unless directed otherwise in the form of proxy, the persons named in the form of proxy intend to vote FOR setting the number of directors at nine (9) persons.

4. ELECTION OF DIRECTORS

The term of office of each of the current directors will end at the conclusion of the Meeting. At the Meeting, shareholders of the Company will be asked to elect the directors of the Company, to hold office until the close of our next annual meeting of shareholders or until their successor is elected or appointed, unless their office is earlier vacated, in accordance with the Articles or with the provisions of the BCBCA.

The Board has approved the nine nominees on recommendation of the Nominating and Corporate Governance Committee. Management does not anticipate that any nominee will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the Management Proxyholders designated in the enclosed form of proxy have the authority to vote for another nominee at their discretion.

The directors being nominated for election at the Meeting in 2022 are:

1.	R. Stuart (Tookie) Angus	4. Nan Lee	7. John D. Lewins
2.	Mark Eaton	5. Saurabh Handa	8. John (Ian) Stalker
3.	Anne E. Giardini	6. Cyndi Laval	9. Graham Wheelock

The biographies and other detailed background information regarding our nominees for election to the Board are listed in the section, “Board Nominees” starting on page 20. The information provided includes the following for each nominee: their current principal occupation; description of their principal occupation, business or employment within the past five years; details of residence; independence status; date they first became a director of K92; areas

K92 Mining | 2022 AGM Management Information Circular

of expertise; number of securities of K92 beneficially owned or controlled, directly or indirectly, and other important matters to consider. Also included are the committee memberships and attendance records for the year. The biographies have each been reviewed by the respective nominee.

Each of the director nominees is well-qualified and demonstrates the competencies, character and commitment that is complementary to K92’s business. Each of the nine director nominees has indicated his or her willingness to serve as a director. All of the proposed nominees except two are "independent" within the meaning of National Instrument 52-110 - Audit Committees. John Lewins is not considered independent because he is our Chief Executive Officer, and Cyndi Laval is not independent because she is a partner at the law firm acting as the Company’s legal counsel.

Majority Voting Policy

Our directors are elected annually, individually, and by majority vote. Shareholders can vote “for” or “withhold” from voting on the election of individual directors. The Board has adopted a Majority Voting Policy that states, in an uncontested election of directors of the Company at a shareholders’ meeting, any nominee for director who receives more “withheld” votes than votes “for” such election will be considered not to have received the support of the shareholders. Such nominee is required to tender his or her resignation to the Board promptly following the Meeting.

The balance of the Board will then consider whether to accept the resignation and may seek a recommendation from the Nominating and Corporate Governance Committee in considering its decision. Unless there are exceptional circumstances, it is expected that the Board will accept the resignation in a timeframe consistent with the interests of the Company and, in any event, within 90 days from the date of the relevant shareholders' meeting. The resignation will be effective on a date determined by the Board. The Board will announce its final decision in a news release within the 90-day period and will also inform the TSX. The applicable director will not be permitted to participate in any deliberations regarding such directors’ resignation offer. If a resignation is accepted, the Board may appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board. A copy of the Majority Voting Policy can be found on our website (www.k92mining.com).

Advance Notice Provisions

The Company’s Articles include advance notice provisions (the “ Advance Notice Provisions ”) with respect to the nomination of individuals for election as director. The Advance Notice Provisions provide Shareholders, directors and management of the Company with a clear framework for nominating directors. Among other things, the Advance Notice Provisions fix a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Company for the notice to be in proper written form. A copy of the Articles can be found under the Company’s SEDAR at www.sedar.com and on the Company’s website.

Pursuant to the Advance Notice Policy, in the case of an annual meeting of Shareholders, notice to the Company must be made not less than 30 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 by the Company, notice may be made not later than the close of business on the 10[th] day following such public announcement. In the case of a special meeting of Shareholders (which is not also an annual meeting), notice by the nominating Shareholder to the Company must be made not later than the close of business on the 15[th] day following the day on which the first public announcement of the date of the special meeting was made.

The Company has not received notice of a nomination in compliance with the Articles and, as such, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

The Board recommends the shareholders vote in favour of the nominees described in the following pages, starting on page 20. Unless authority to do so is withheld, the persons named in the form of proxy intend to vote FOR the election of each of the nominees.

K92 Mining | 2022 AGM Management Information Circular

5. OTHER BUSINESS

Management is not aware of any matter to come before the Meeting other than those referred to in the Information Circular. If any other matter property comes before the Meeting, it is the intention of the Management appointees named in the form of proxy accompanying this Information Circular to vote in accordance with their best judgement of such matter. If other items of business are properly brought before the Meeting, you or your Proxyholder can vote on such items.

If you have any questions regarding the AGM, or need assistance completing your form of proxy or voting instruction form, please contact Laurel Hill Advisory Group: Telephone : Email: [email protected] 1-877-452-7184 toll-free in North America +1-416-304-0211 outside of North America

K92 Mining | 2022 AGM Management Information Circular

BOARD NOMINEES

This year, nine (9) individuals, all of whom are currently K92 directors, are being nominated to serve on the Board. All but two of the director nominees are considered independent; John Lewins is the Company’s CEO and Cyndi Laval is a partner at the law firm acting as the Company’s legal counsel. The director nominees have significant and complementary experience across multiple sectors and markets, which will help form a strong, diverse and independent Board.

All of the key committees are and will comprise independent directors
Female nominees represent 33% of the Board
None of the director nominees are considered overboarded by the market-leading proxy advisory firms
There are no Board interlocking relationships among the director nominees


		BOARD AND COMMITTEE COMPOSITION

	R. Stuart Angus	Mark Eaton Anne Giardini Saurabh Handa Cyndi Laval Nan H. Lee	John D. Lewins	John (Ian) Stalker Graham Wheelock
Independent (I)(1) Non-Independent (N)	I	I I I N I	N	I I
Gender	M	M F M F F	M	M M
Age Group (Decade)	70s	50s 60s 40s 50s 60s	60s	70s 50s
Racial/Ethnic Diversity		Yes Yes
Position with K92	-	- - - - -	CEO	- -
Public Board Interlocks	-	- - - - -	-	- -

	Current and Planned Committee Membership

Audit Committee	  C
Compensation & Benefits Committee	 C 
Nominating & Corporate Governance Committee	C 			
Environmental, Social & Sustainability Committee	C 		
Health & Safety Committee				

Notes:

Independent as defined by National Instrument 52-110 - Audit Committees and National Policy 58-201 - Corporate Governance Guidelines .

Director Profiles

The following disclosure provides more detailed information about each nominated director, including his or her jurisdiction of residence, business or employment for the five (5) preceding years, all major offices and positions held within the Company, independence status, areas of expertise, other public company directorships and committee memberships, his or her attendance record at Board and committee meetings held in the financial year ended December 31, 2021, and the number of Shares and other securities of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at May 20, 2022. The biographies have each been reviewed by the respective nominee.

K92 Mining | 2022 AGM Management Information Circular

R. STUART (TOOKIE) ANGUS British Columbia, Canada Independent Chair Director Since: May 2016 Top Relevant Competencies

Legal and Regulatory
Mining and Exploration
Mergers and Acquisitions
▪ Capital Markets ▪ Corporate Finance ▪ Strategic Leadership

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Mr. R. Stuart (“Tookie”) Angus is an independent business advisor to the mining industry and is presently Chair of K92, Chair of Kenadyr Metals Corp., and Chair of Sun Summit Minerals Inc. He is the former Head of the Global Mining Group for Fasken Martineau. For the past 40 years, Mr. Angus has focused on structuring and financing significant international exploration, development and mining ventures. He Is the former managing Director of Mergers and Acquisitions for Endeavour Financial. Previously he served as Chair of BC Sugar Refinery Limited, and a Director of First Quantum Minerals Ltd., Canico Resources Company until its takeover by Brazil’s CVRD, Director of Bema Gold Company until its takeover by

Kinross Gold Company, Director of Ventana Gold Corp. until its takeover by AUX Canada Acquisition Inc. and a Director of Plutonic Power Company until its merger with Magma Energy Corp. (Alterra Power Corp.). He resigned in June 2017 as Chair of Nevsun Resources Ltd. following its acquisition of Reservoir Minerals.

Mr. Angus holds a Bachelor of Laws degree from the University of British Columbia and is a retired member of the Law Society of British Columbia.

Risk Oversight
Public Company Boards

2021 Voting Results – 90.33% For

Mr. Angus has an extensive track record of strong leadership acquired through a wide range of experience at the senior levels of law firms, mining corporations and financial institutions. His broad experience and demonstrated ability to bring people of divergent views together for a common purpose adds strength to our Board and the Company. Accordingly, the Board recommends that Shareholders vote FOR Mr. Angus's re-election to the Board.

Principal Occupation, Business or Employment

Professional Corporate Director; Independent business advisor to companies in the mining industry.


Board/Committee Membership					2021 Meeting Attendance (1)		Other Public Company Board and Committee Memberships Company Name / Committee Director Since
Board of Directors (Chair)						6 of 6 100%	Sun Summit Minerals Inc.(TSX-V)		September 2009
Compensation and		Benefits Committee				3 of 5 60%	- Chair - Audit Committee Member
							- Compensation Committee Chair
							- Corporate Governance Committee Chair
						9 of 11 82%	Kenadyr Metals Corp.(TSX-V)		March 2017
							- Chair
							- Audit Committee Member
							- Compensation Committee Member
							- Corporate Governance Committee Member
		Intended		2022 Committee Appointments After Election as Director
					Compensation and Benefits Committee
Value	of Compensation Received				in	2020	Public Board Interlocks
$234,001(Cash - $115,681 and Restricted Share Units ($118,320)							None
					Securities Held as at May 20, 2022
Shares (2)		Value (3)	Stock Options (4)			Value (5)	RSUs / PSUs Value		VALUE OF ALL
#		$		#		$	# $	SECURITIES HELD
2,094,289		13,500,761	1,075,000			5,171,203	21,459 138,335		$18,810,298
					Meets share ownership requirement.

K92 Mining | 2022 AGM Management Information Circular

MARK EATON

Ontario, Canada

Independent Director Director Since: May 2016

Top Relevant Competencies

Strategic Leadership
Finance and Accounting
Mining Operations
▪ Corporate Governance ▪ Capital Markets ▪ Corporate Finance
Executive Compensation

2021 Voting Results - 98.04% For

Mark Eaton is an independent business consultant who has worked as an investment professional in equity capital markets specializing in the resource sector for over 20 years. He is currently the Executive Chairman and is the former Chief Executive Officer of Belo Sun Mining Corp. Prior to becoming an independent business consultant, Mr. Eaton held the position of Managing Director of Global Mining Sales, a division of CIBC World Markets of Toronto and Manager of US Equity Sales for CIBC World Markets. Mr. Eaton is also a former Partner and Director of Loewen Ondaatje McCutcheon Ltd., a Toronto-based investment dealer. In addition to his leadership in institutional mine finance and investment banking, Mr. Eaton has served in management and on the Boards of several public mining companies.

Mr. Eaton graduated from Hull University, England with Bachelor of Arts degree (Honours).

Mr. Eaton brings significant experience in the capital markets as well as expertise in compensation matters through his high-level involvement with large investment companies and with international publicly listed resource companies. His leadership skills from his recent years with Belo Sun Mining Corp. are also particularly valuable. Accordingly, the Board recommends that Shareholders vote FOR Mr. Eaton’s re-election to the Board.

Principal Occupation, Business or Employment

Executive Chair of Belo Sun Mining Corp.; Independent business consultant.


Board/Committee Membership				2020 Meeting Attendance (1)	Other Public Company Board and Committee Memberships Company Name / Committee Director Since
Board of Directors				6 of 6 100%	Belo Sun Mining Corp.(TSX)		February 2010
Audit Committee				4 of 4 100%	- No committees
Compensation and Benefits Committee_(Chair)_				5 of 5 100%	St. Charles Resources Inc.(TSXC-V)		July 2021
				15 of 15 100%	Besra Gold Inc.(ASX) - Audit Committee member		October 2021
	Intended		2021 Committee Appointments After Election as Director
				Audit Committee
				Compensation and Benefits Committee_(Chair)_
Value	of Compensation Received			in 2020	Public Board Interlocks
$179,917(Cash	- $61,597 and Restricted Share Units - $118,320)				None
				Securities Held as at May 20, 2022
Shares (2)	Value (3)	Stock Options (4) Value (5)			RSUs / PSUs Value		VALUE OF ALL
#	$		#	$	# $	SECURITIES HELD
200,000	1,289,293	200,000		464,582	21,459 138,335		$1,892,210
				Meets share ownership requirement.

K92 Mining | 2022 AGM Management Information Circular

ANNE E. GIARDINI Rome, Italy Independent Director Director Since: July 2020

Top Relevant Competencies

Securities/Corporate Law
Executive Leadership
Corporate Governance
Risk Oversight
Legal / Regulatory
Environmental and Social
Human Resources
Government Relations

2021 Voting Results – 97.35% For

Anne Giardini, QC, has over 35 years' experience as a lawyer, senior executive, director, journalist and author, and has held a number of senior advisory roles. Ms. Giardini had a +20-year career with Weyerhaeuser, including as General Counsel and subsequently President of Weyerhaeuser's Canadian subsidiary. Ms. Giardini also brings extensive board experience, currently serving on the boards of Capstone Mining Corp., Stella-Jones Inc. and Pembina Institute, and as Chair of the British Columbia Achievement Foundation. She was previously Chair of the Greater Vancouver Board of Trade and served on numerous boards including Weyerhaeuser Company Limited; Nevsun Resources Ltd.; Thompson Creek Metals Company Inc; HydroOne, TransLink and CMHC. In 2016, Ms. Giardini was made an Officer of the Order of Canada and in 2018 she was

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admitted to the Order of British Columbia. She is an active community volunteer, author and public speaker, recognized for expertise on natural resource development, public and government relations, safety, ESG, risk and brand management, and manufacturing.

Ms. Giardini holds an L.L.M. from Trinity Hall, University of Cambridge, an L.L.B. from the University of British Columbia, and a B.A. (Economics) from SFU.

Ms. Giardini brings extensive board and executive experience in a diverse range of industries. With her notable expertise in law, natural resource development, corporate governance, community affiars, risk and safety, and compliance, she is a valuable member the Board. Accordingly, the Board recommends that Shareholders vote FOR Ms. Giardini’s election to the Board.

Principal Occupation, Business or Employment

Professional Director and Advisor

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2021 Other Public Company Board and Committee Memberships
Board/Committee Membership Meeting
Attendance [ (1)] Company Name / Committee Director Since
Board of Directors 6 of 6 100% Capstone Mining Corp. (TSX) April 2021
- Audit Committee Member
Audit Committee 4 of 4 100% -
Corporate Governance and Nominating
Nominating and Corporate Governance 3 of 3 100% Committee Member
Committee Stella-Jones Inc. (TSX) January 2021
13 of 13 100% -
Environmental, Health and Safety
Committee Member
- Remuneration Committee Member
Intended 2022 Committee Appointments After Election as Director
Nominating and Corporate Governance Committee (Chair)
Environmental, Social and Sustainability Committee (Chair)
Audit Committee
Value of Compensation Received in 2021 [ (6)] Public Board Interlocks
$194,111 (Cash - $75,791 and Restricted Share Units - $118,320) None
Securities Held as at May 20, 2022
Shares [ (2) ] Value [ (3) ] Stock Options [ (4) ] Value [ (5) ] RSUs / PSUs Value VALUE OF ALL
# $ # $ # $ SECURITIES HELD
- - 650,000 120,043 21,459 138,335 $258,378
Target date to achieve share ownership requirement: February 2027
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K92 Mining | 2022 AGM Management Information Circular

SAURABH HANDA British Columbia, Canada Independent Director Director Since: May 2016

Top Relevant Competencies

Finance and Accounting
▪ Risk Management ▪ Regulatory Compliance ▪ Mining and Exploration ▪ Corporate Governance ▪ Public Reporting ▪ Mergers and Acquisitions

2021 Voting Results – 96.55% For

Saurabh Handa is a mining professional with diverse senior experience that includes finance, mergers and acquisitions and multi-jurisdictional public company disclosures. He is currently Chief Financial Officer of Metalla Royalty & Streaming Ltd., a Director of Carbon Streaming Corporation, and the Principal of Handa Financial Consulting Inc. Previously, he was Chief Financial Officer of Titan Mining Corp., Vice President, Finance of Imperial Metals Corp., Chief Financial Officer of Meryllion Resources Corp., Chief Financial Officer of Yellowhead Mining Inc. and Controller for SouthGobi Resources Ltd. Prior to that, Mr. Handa worked at Deloitte Vancouver in its audit and valuation practices, primarily with international mining clients.

Mr. Handa is a Chartered Professional Accountant, certified by the Institute of Chartered Accountants of British Columbia. He graduated with Honours from the University of British Columbia with a diploma in Accounting. Prior to joining the accounting profession, Mr. Handa obtained a Bachelor of Science degree in Cellular Biology and Genetics from the University of British Columbia and a diploma in Computer Systems from the British Columbia Institute of Technology.

Mr. Handa’s leadership accomplishments, financial expertise, extensive knowledge of regulatory and compliance matters, and diverse range of industry experience has made him a valuable contributor to the Board. Accordingly, the Board recommends that Shareholders vote FOR Mr. Handa’s re-election to the Board.

Principal Occupation, Business or Employment

Chief Financial Officer of Metalla Royalty & Streaming Ltd.

Board/Committee Membership	Board/Committee Membership	Board/Committee Membership	Board/Committee Membership		2021 Meeting Attendance (1)	Other Public Company Board and Committee Memberships Company Name / Committee Director Since	Other Public Company Board and Committee Memberships Company Name / Committee Director Since	Other Public Company Board and Committee Memberships Company Name / Committee Director Since
Board of Directors					6 of 6 100%	Carbon Streaming Corporation (NEO, FSE)		April 2021
Audit Committee_(Chair)_					4 of 4 100%	- Audit Committee Chair
Nominating and	Corporate Governance				3 of 3 100%	- Compensation Committee Member
Committee
					13 of 13 100%
		Intended		2022 Committee Appointments After Election as Director
					Audit Committee_(Chair)_
					Compensation and Benefits Committee
					Nominating and Corporate Governance Committee
Value		of Compensation Received			in 2021	Public Board Interlocks
$196,338(Cash		- $78,018 and Restricted Share Units - $118,320)				None
					Securities Held as at	May 20, 2022
Shares (2)		Value (3)	Stock Options (4) Value (5)			RSUs / PSUs Value		VALUE OF ALL
#		$		#	$	# $	SECURITIES HELD
170,000		1,095,899	100,000		120,043	21,459 138,335		$1,354,277
					Meets share ownership requirement.

K92 Mining | 2022 AGM Management Information Circular

CYNDI LAVAL

British Columbia, Canada Non-Independent Director Director Since: November 2019 Top Relevant Competencies

Securities/Corporate Law
Risk Oversight
Mergers and Acquisitions
▪ Regulatory Compliance ▪ Corporate Governance ▪ Public Reporting ▪ Mining Law ▪ Executive Leadership

2021 Voting Results – 97.99% For

Ms. Laval is a partner at the law firm of Gowling WLG (Canada) LLP in Vancouver, B.C. She specializes in mergers and acquisitions, corporate finance, securities and mining law. She is the former leader of Gowling WLG’s National Corporate Finance, M&A and Private Equity Practice Group, the former co-leader of its Canadian Mining Group and former leader of the Firm’s Vancouver Business Law Group. Ms. Laval served as the Vice Chair of the American Bar Association’s 2017 and 2015 Canadian Public Target M&A Deal Point Studies and is the Chapter President of the Vancouver M&A Club, a national network of mergers and acquisitions professionals. Ms. Laval was a member of the TSX Venture Exchange’s Local Advisory Committee from 2006 to 2013 and an instructor of the TSXV Rules and Tools Corporate Governance Workshop from 2004 to 2010. Ms. Laval is recognized as a leading lawyer in the areas of mergers and acquisitions, securities and mining law in various national and international publications and was named Vancouver "Lawyer of the Year – Mining" by the Best Lawyers in Canada in 2017.

Ms. Laval holds a Bachelor of Laws degree and a Bachelor of Arts (Political Science) degree from the University of British Columbia, a Certificate of Mining Law from Osgoode Law School and has completed the Canadian Securities Institute’s Canadian Securities Course.

Ms. Laval’s leadership and expertise in the legal industry, extensive knowledge of regulatory and compliance matters, and diverse range of industry experience makes her an important contributor to the Board. Accordingly, the Board recommends that Shareholders vote FOR Ms. Laval’s re-election to the Board.

Principal Occupation, Business or Employment

Partner at the law firm of Gowling WLG (Canada) LLP


Board/Committee Membership				2021 Meeting Attendance (1)	Other Public Company Board and Committee Memberships Company Name / Committee Director Since
Board of Directors				6 of 6 100%		Riley Gold Corp. (TSX-V)			July 2014
				6 of 6 100%		-	Audit Committee Member
	Intended		2022 Committee Appointments After Election as Director
				None
Value	of Compensation Received			in 2021			Public Board Interlocks
$178,155(Cash - $59,835 and Restricted			Share	Units - $118,320)			None
				Securities Held as at		May 20, 2022
Shares (2)	Value (3)	Stock Options (4) Value (5)					RSUs / PSUs Value		VALUE OF ALL
#	$		#	$			# $	SECURITIES HELD
-	-	425,000		1,534,446			21,459 138,335		$1,672,781
		Target date to		achieve share ownership			requirement – February 2027

K92 Mining | 2022 AGM Management Information Circular

Nan H. Lee Saskatchewan, Canada Independent Director Director Since: April 2022

Top Relevant Competencies

Mining Engineering
Environmental Engineering
Project Management
Community Relations
▪ Board Governance
Regulatory Compliance
Executive Leadership

2021 Voting Results – N/A

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Nan Lee is a professional Engineer with over 30 years of experience as a mining and geo-environmental engineer, project manager, senior executive, and advisor in the mining industry for a range of jurisdictions in Canada. Her experience and expertise include mine operations in both underground and open pits, project management, economic studies, environmental assessments, strategic planning, and engagement and consultation with indigenous communities and regulatory agencies.

Ms. Lee’s experience in the mining industry is highlighted by her comprehensive work in the uranium sector, including 15 years as an independent consultant leading the preparation of environmental assessment and approval processes for several uranium projects,

and managing preliminary feasibility studies for tailings management facilities and a greenfield mine development proposal in Nunavut. More recently, she was VP of Project Development for UEX Corporation, providing strategic direction for development of projects and project evaluations for potential acquisitions, in addition to managing economics studies. She previously held mine engineer positions with Inco Limited, Kilborn Engineering, LynnGold Resources and Hudson Bay Mining and Smelting. Ms. Lee has an extensive governance experience with boards in the non-profit sector and is an active community volunteer.

Ms. Lee holds a P.Eng. designation in the province of Saskatchewan, an M.Sc. in Geo-environmental Engineering from the University of Saskatchewan, and a B.Eng. in Mining from McGill University.

Ms. Lee brings extensive operational mining engineering experience in underground and open pit operations, and feasibility studies. With her expertise in strategic planning, negotiations, and consultation with regulators, indigenous groups and other stakeholders, she adds an important skillset. The Board strongly recommends that Shareholders vote FOR Ms. Lee’s election to the Board.

Principal Occupation, Business or Employment

Professional Director and Advisor

Board/Committee Membership(6)	Board/Committee Membership(6)	Board/Committee Membership(6)	2021 Meeting	Other Public Company Board and Memberships	Committee
			Attendance	Company Name / Committee	Director Since
N/A – Appointed in		2022		None	N/A
	Intended 2022 Committee Appointments After Election as Director
		Environmental, Social and Sustainability Committee
Value of Compensation Received in			2021 (6)	Public Board Interlocks
		N/A		None
		Securities Held as at May 20, 2022
Shares (2)	Value (3)	Stock Options (4)	Value (5)	RSUs / PSUs Value	Value of All
#	$	#	$	# $	Securities Held
N/A	N/A	N/A	N/A	N/A N/A	N/A
		Target date to achieve share ownership requirement: April 11, 2027

K92 Mining | 2022 AGM Management Information Circular

JOHN D. LEWINS

Western Australia, Australia

Non-Independent - CEO Director Since: May 2016

Top Relevant Competencies

Executive Leadership
Mining and Operations
Mergers and Acquisitions
Capital Markets
Strategic Leadership
Human Resources
Environment, Safety, and Sustainability
Government Relations

2021 Voting Results – 97.13% For

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John D. Lewins is a Mineral Engineer with over 40 years’ experience in the mining industry, and has worked in Africa, Australia, Asia, North America and the former Soviet Union. He is currently the Chief Executive Officer of the Company and served as Chief Operating Officer from May 2016 to August 2017. Mr. Lewins has successfully managed the development of a number of open pit and underground gold, precious and base metal mines from feasibility study through to profitable operations. He has operated extensively at the corporate level in various roles

from Executive General Manager to Director and Chief Executive Officer with several other mining companies, including MIM Holdings, First Dynasty Mines, Platinum Australia and African Thunder Platinum. Mr. Lewins received his National Diploma for Technicians (Extractive Metallurgy) from Technikon Witwatersrand, South Africa, a Bachelor of Science degree (Honours) in Mineral Engineering from University of Leeds, England and a Graduate Diploma in Management from University of Queensland, Australia.

As the Chief Executive Officer of the Company, Mr. Lewins has responsibility for the overall stewardship of K92 Mining, including providing strategic leadership to the Company. He has contributed to the notable growth of the Company as it has transformed to a strong competitor among its peers and is a valued Board member. Accordingly, the Board recommends that Shareholders vote FOR Mr. Lewins's re-election to the Board.

Principal Occupation, Business or Employment

Chief Executive Officer of the Company.

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2021 Other Public Company Board and Committee Memberships
Board/Committee Membership Meeting
Attendance [(1)] Company Name / Committee Director Since
Board of Directors 6 of 6 100% Fosterville South Exploration Ltd. (TSX-V) January 2020
- Audit Committee Member
Health and Safety Committee (Chair) 4 of 4 100% -
Compensation Committee Member
10 of 10 100% Zacatecas Silver Corp. (TSX-V) August 2020
- Audit Committee Member
-
Compensation Committee Member
Intended 2022 Committee Appointments After Election as Director
Environmental, Social and Sustainability Committee
Health and Safety Committee
Value of Compensation Received in 2021 (as CEO) [[ (7)]] Public Board Interlocks
$1,573,894 (Salary - $600,000, Bonus - $385,500, Options - $588,394) None
Securities Held as at May 20, 2022
Shares [[ (2) ]] Value [[ (3) ]] Stock Options [[ (4) ]] Value [[ (5) ]] RSUs / PSUs Value VALUE OF ALL
# $ # $ # $ SECURITIES HELD
2,869,000 18,494,908 2,115,000 7,642,218 - - $26,137,126
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Value of Compensation Received in 2021 (as CEO) [[ (7)]] Public Board Interlocks
$1,573,894 (Salary - $600,000, Bonus - $385,500, Options - $588,394) None
Securities Held as at May 20, 2022
Shares [[ (2) ]] Value [[ (3) ]] Stock Options [[ (4) ]] Value [[ (5) ]] RSUs / PSUs Value VALUE OF ALL
# $ # $ # $ SECURITIES HELD
2,869,000 18,494,908 2,115,000 7,642,218 - - $26,137,126
Meets share ownership requirements.
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K92 Mining | 2022 AGM Management Information Circular

JOHN (IAN) STALKER

La Massena, Andorra Independent Director Director Since: May 2016

Top Relevant Competencies

Executive Leadership
Mineral Operations
Mergers & Acquisitions
Capital Markets
Project Development
Strategic Planning
International Expertise

2021 Voting Results – 66.84% For

John (Ian) Stalker is a mining executive with over 49 years’ experience in mine development and operations in Europe, Africa, North and South America, Oceania and Australia. He is currently Non-Executive Chair of Helium One Ltd., a Tanzanian focused helium development company and Non-Executive Chair of Bradda Head Lithium Ltd. He was previously President and Managing Director of Pasofino Gold Limited, a gold exploration company, CEO of LSC Lithium Corporation, and Chair of Plateau Energy Metals Inc. Mr. Stalker served as CEO of the Company from May 2016 to August 2017. He was Chair of Azincourt Energy Corp. from 2013 until 2018. Mr. Stalker has acted in the capacity of CEO for Brazilian Gold Corp., Berkeley Resources Ltd., Niger Uranium Ltd. and UraMin Inc. He was a Vice President of Gold Fields Ltd. from 2001 to 2005, where he was involved with its international operations. Mr. Stalker holds a Bachelor of Science degree (Honours) in Chemical Engineering, from Strathclyde University, Glasgow, Scotland.

Mr. Stalker brings decades of senior experience with major gold producers in the mining sector, including directing over 12 major gold, base metal, uranium and industrial minerals projects at various phases, from exploration drilling to start-up. He is known in the capital markets environment, having raised capital equity for numerous international projects. His wealth of knowledge and experience in the mining industry makes him a valuable member of the Board. Accordingly, the Board recommends that Shareholders vote FOR Mr. Stalker’s re-election to the Board.

Principal Occupation, Business or Employment

Chair of Helium One Global Ltd. and Bradda Head Lithium Ltd.

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2021 Other Public Company Board and Committee Memberships
Board/Committee Membership Meeting
Attendance [(1)] Company Name / Committee Director Since
Board of Directors 6 of 6 100% Condor Gold plc (TSX-V; AIM) November 2019
Compensation and Benefits Committee 2 of 2 100% Helium One Global Ltd. (AIM) November 2020
Bradda Head Lithium Ltd. (AIM) April 2019
Health and Safety Committee 4 of 4 100%
12 of 12 100%
Intended 2022 Committee Appointments After Election as Director
Health and Safety Committee
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Value of Compensation Received in 2021 Public Board Interlocks
$179,917 (Cash - $61,597 and Restricted Share Units - $118,320) None
Securities Held as at May 20, 2022
Shares [ (2) ] Value [ (3) ] Stock Options [ (4) ] Value [ (5) ] RSUs / PSUs Value VALUE OF ALL
# $ # $ # $ SECURITIES HELD
2,587,950 16,683,129 425,000 1,622,140 21,459 138,335 $18,443,604
Meets share ownership requirement.
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K92 Mining | 2022 AGM Management Information Circular

GRAHAM WHEELOCK Auckland, New Zealand Independent Director Director Since: May 2016

Top Relevant Competencies

Executive Management
Mining Operations
▪ Geoscience
Mineral Exploration
▪ Capital Markets ▪ Corporate Governance

2021 Voting Results – 97.77% For

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Graham Wheelock is a geologist and mining professional with 40 years of experience working for international mining companies. He is currently the Managing Director and former Project Manager, of Polynatura Corporation, that is developing the Ochoa Fertilizer project in New Mexico, USA. In 2005, Mr. Wheelock co-founded Gem Diamonds Limited, which grew quickly under his leadership. Mr. Wheelock helped manage Gem Diamonds’s initial public offering in 2007, when the company was listed with a market capitalization of £600 million. From 2000 to 2003, he was Acting General Manager for De Beers Namaqualand Mines in South Africa, with 2,300 employees and responsibility for the

production of 4.5 million tons per year. From 1981 to 1999, Mr. Wheelock worked with Anglo American plc and De Beers as a gold and diamonds geologist and a manager.

Mr. Wheelock obtained a Master of Science degree in Geology from the University of Cincinnati, Ohio, and a Bachelor of Science degree (Honours) in Geology from the University of Natal, South Africa.

Mr. Wheelock brings extensive industry experience with major mining companies, and a solid knowledge of capital markets. This along with his wealth of experience in leadership, finance and entrepreneurship make him an important contributor. Accordingly, the Board recommends that Shareholders vote FOR Mr. Wheelock’s re-election to the Board.

Principal Occupation, Business or Employment

Managing Director of Polynatura Corporation


Board/Committee Membership				2021 Meeting Attendance(1)	Other Public Company Board and Committee Memberships Company Name / Committee Director Since
Board of Directors				6 of 6 100%			None		N/A
Nominating and Corporate Governance				3 of 3 100%
Committee
				9 of 9 100%
	Intended		2022 Committee Appointments After Election as Director
				Nominating and Corporate Governance Committee
Value	of Compensation Received			in 2021		Public Board Interlocks
$182,144(Cash	- $63,824 and Restricted Share Units - $118,320)						None
				Securities Held as at		May 20, 2022
Shares (2)	Value (3)	Stock Options (4) Value (5)				RSUs / PSUs (4)	Value(3)		VALUE OF ALL
#	$		#	$		#	$	SECURITIES HELD
-			-	-		21,459	135,374		$135,374
		Target to achieve share ownership requirement: February 2027

Notes to Director Nominee Profiles:

(1) Attendance by each nominee at Board and committee meetings is based on the number of meetings held during the portion of the calendar year during which the director served on the Board and/or the applicable committee. Mr. Angus was unable to attend two meetings of the Compensation and Benefits Committee due to illness.
(2) Information regarding the number of Shares beneficially owned directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Company, has been confirmed by the relevant director nominee.

K92 Mining | 2022 AGM Management Information Circular

(3) Value calculated using the closing price of the Shares on May 20, 2022, of $8.27. Canadian Dollars converted to US Dollars at 0.7795, the Bank of Canada exchange rate on May 20, 2022.
(4) Includes vested and unvested Options and RSUs.
(5) Value of unexercised in-the-money Options, calculated as the difference between the closing price of the Shares on May 20, 2022, of $8.27, and the exercise price of the Option. Canadian Dollars converted to US Dollars at 0.7795, the Bank of Canada exchange rate on May 20, 2022.
(6) Nan Lee was appointed to the Board on April 11, 2022 and therefore did not attend any meetings in 2021. Figures presented reflect the applicable portion of the year.
(7) John Lewins does not receive compensation for his services as a director of the Company.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, to the knowledge of the Company, as at the date of this Information Circular and within the preceding 10 years, none of the proposed directors (or any of their personal holding companies) is, or has been a director, chief executive officer or chief financial officer of any company (including K92) that was:

(a) subject to a cease trade or similar order (including a management cease trade order whether or not such person was named in the order) or an order that denied the relevant company access to any exemption under securities legislation (each an “Order”), that was in effect for a period of more than 30 consecutive days (an “ Order ”) while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(c) while that person was acting in that capacity of director, chief executive officer or chief financial officer, 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.

The following information, not being within the knowledge of the Company, has been furnished by the director nominees mentioned below.

Saurabh Handa was a director of Banks Island Gold Ltd. (“Banks Island”) from June 7, 2011 to July 28, 2015. On January 8, 2016, Banks Island announced its intention to make an assignment into bankruptcy and Industry Canada accepted that assignment effective January 8, 2016. The assignment was also filed with the Office of the Superintendent of Bankruptcy the same day.

John Lewins was a director of Platinum Australia Limited (“Platinum Australia”), a company listed on the Australian Stock Exchange (“ASX”) when, on June 28, 2012, Bryan Hughes of Pitcher Partners Accountants, Auditors & Advisors was appointed Voluntary Administrator (the “Administrator”) of Platinum Australia pursuant to Section 436A of the Australia Corporations Act.

The decision was made due to operational issues at the company’s Smokey Hills platinum mine, combined with decreasing commodity prices. Mr. Lewins remained a director of Platinum Australia until December 2014, while the company was still in Administration status. Under the Corporations Act, all powers of the directors ceased on the appointment of the Administrator.

The Administrator found that Platinum Australia had not traded while insolvent and that the directors had not committed any offences. Platinum Australia was still in Administration when it was suspended from the ASX on August 31, 2015. The Administrator subsequently made an application for Platinum Australia to be wound up voluntarily.

K92 Mining | 2022 AGM Management Information Circular

Penalties or Sanctions

To the knowledge of the Company, none of the proposed directors (or any of their personal holding companies), has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and shareholders holding a sufficient number of K92 securities to affect materially control of K92.

Personal Bankruptcies

To the knowledge of the Company, as at the date of this Information Circular and within the preceding 10 years, none of the proposed directors has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Conflicts of Interest

Conflicts of interest may arise as a result of the directors and officers of the Company holding positions as director or officers of other companies. Some of the directors and officers have been and will continue to be similarly engaged in the identification and evaluation of assets and businesses, with a view to potential acquisition and exploitation of interests in businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors and officers will be in direct competition with the Company.

The Board takes appropriate measures to exercise independent judgement when considering any transactions and agreements. Under the laws of the Province of British Columbia, the directors and officers of the Company are required by law to act honestly and in good faith, with a view to the best interests of the Company. If such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will disclose such interest in a contract or transaction and will abstain from voting on any resolution in respect of such contract or transaction.

Director and Officer Equity Ownership

As at the date of this Information Circular, the officers and directors of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 8,546,239 Shares or approximately 3.77% of the number of outstanding voting Shares.

	Number of Shares	% of Outstanding Shares
Directors including CEO	7,921,239	3.49%
Officers excluding CEO	625,000	0.28%

ABOUT THE BOARD

The Board is responsible for the stewardship of the Company, including the responsibility to supervise the management of and oversee the conduct of the business of the Company; provide leadership and direction to management and consider management’s performance in conjunction with the Company’s compensation plans; set policies appropriate for the business of the Company; and approve corporate strategies and goals. Management is responsible for the day-to-day conduct of our business.

K92 Mining | 2022 AGM Management Information Circular

We expect our directors to have personal attributes and expertise that contribute to the Board, to devote the necessary time for Board and committee duties, to act with integrity, to exercise independent business judgment, and to stay informed and participate fully in board matters.

The directors must also be able to support the business and affairs of the Company through strategic stewardship and oversight, including by assisting with the establishment of key policies and standards for the Company and through the review and approval of the strategic plans of the Company.

The Board relies on management to ensure the Company is conducting its everyday business to the appropriate standards and to provide regular reports to the Board. The Board works with management to develop the Company’s strategic direction, including the Company’s long-range strategic plan, budgets, financial plans and strategies, and corporate opportunities, as well as identifying strategic risks.

The Nominating and Corporate Governance Committee and the Board believe the director nominees possess a diversity of skills and the appropriate mix of competencies needed for the Board to effectively carry out its mandate and oversee the execution of the Company's strategies.

Duties and Responsibilities

The Board works with management throughout the strategic planning process to establish long-term goals and is responsible for monitoring our progress in achieving our corporate strategy.

We have an engaged Board that takes an active role in:

Assessing and monitoring internal systems for managing the risks inherent in our business.
Overseeing the establishment of our standards of ethics, risk management, succession planning.
Oversight of climate-related risks and strategic approach to sustainability and social responsibility.
Compliance with applicable laws and regulatory policies, financial practices, disclosure and reporting.
Overseeing our culture, practices and procedures on health and safety.

The Board has adopted a Board Mandate that describes its responsibility for stewardship, including:

Adopting the strategic, capital and operating planning processes, and approving the strategic plan at least annually, including addressing the opportunities and risks of our business, among other things.
Overseeing the performance of the CEO and other executive officers with a view to the successful execution and implementation of the strategic plan adopted by the Board.
Being satisfied with the integrity of the CEO and other executive officers and their effort in creating a culture of integrity throughout the organization.
Identifying the principal risks of our business and overseeing the implementation of appropriate systems for managing these risks.
Identifying and ensuring effective strategic oversight of management of the Company’s exposure to climate-related risks and opportunities.
Overseeing our succession planning, including appointing and monitoring the development of senior management.
Overseeing our internal control and management information systems.
Ensuring the development of an effective approach to corporate governance, including sound governance principles and guidelines for the Company.
The establishment of a communications policy to facilitate effective communications with investors and other stakeholders while avoiding selective disclosure of material undisclosed information.
Adopting a description of the expectations and responsibilities of directors, including preparing for meetings and meeting attendance.

K92 Mining | 2022 AGM Management Information Circular

Board Skills Matrix

We maintain a skills matrix for which each director indicates whether he or she has expertise and professional background in areas we consider to be essential for K92, having regard to our strategies, plans, operations and stakeholders. The skills matrix is also used by our Board and the Nominating and Corporate Governance Committee as part of the director succession planning process, when identifying, selecting and nominating directors for appointment to the Board, and as part of evaluating the necessary competencies, characteristics, qualities, skills and experiences needed to maximize performance and effectiveness of our Board and committees. Additional information about each director is contained in their profiles under “Board Nominees” starting on page 2.

		R. Stuart Angus	Mark Eaton	Anne Giardini	Saurabh Handa	Cyndi Laval	Nan Lee	John Lewins	Ian Stalker	Graham Wheelock
1	Executive Leadership	A	A	A	G	G	G	A	A	A
2	Public Company Board	A	A	A	A	G	G	A	A	G
3	Capital Markets	A	A	G	G	A	L	A	A	G
4	Accounting / Finance	G	G	G	A	G	G	G	G	G
5	Government Relations	L	A	A	L	L	G	G	G	L
6	Sales and Marketing	L	A	L	L	G	L	G	G	G
7	Risk Management	A	A	A	A	G	A	A	A	G
8	Corporate Governance	G	A	A	A	A	G	G	G	G
9	Legal / Regulatory	A	A	A	G	A	G	G	G	L
10	Mergers & Acquisitions	A	A	G	A	A	L	A	A	G
11	Human Resources / Compensation	G	G	G	G	G	G	G	G	L
12	Mining Industry	G	G	G	G	A	A	A	A	A
13	Project Development	L	L	L	G	L	G	A	A	A
14	Mine Operations	G	L	G	G	G	A	A	G	A
15	Geology / Exploration	G	G	G	G	G	G	G	A	A
16	Mine Engineering	L	L	L	L	L	A	G	G	A
17	Processing/Metallurgy	L	L	L	L	L	A	G	G	G
18	Environment / Sustainability	L	G	A	G	G	A	A	G	G
19	Health & Safety	L	G	A	L	L	G	A	A	G
20	Social & Human Rights	G	A	A	G	G	A	G	G	G
Age Group (Decade)		70-79	50-59	60-69	40-49	50-59	60-69	60-69	70-79	60-69
Minority Status (Y/N)		N	N	N	Y	N	Y	N	N	N
Gender (M, F, Diverse)		M	M	F	M	F	F	M	M	M

L - Limited experience or expertise
G - General experience or expertise
A - Advanced expertise or experience

Definitions for the top relevant competencies:

Executive Leadership - Experience as a senior officer responsible for setting and achieving organizational objectives, strategic planning, execution and overall decision making with good business judgement.
Public Company Board - Served as a director of another public, private or non-profit organization.
Capital Markets - Experience in investment banking, corporate finance or in major mergers and acquisitions.
Accounting / Finance – Senior financial officer of a public company or major organization, or experience in financial accounting and reporting, and corporate finance (familiarity with internal financial controls, Canadian or US GAAP, and/or

K92 Mining | 2022 AGM Management Information Circular

International Financial Reporting Standards).
1. Government Relations - Experience with, or a good understanding of, the workings of governments and public policy, domestically and internationally, and experience developing strong working relationships with communities and mining regulators, including corporate public outreach.
Sales and Marketing – Experience in or a strong understanding of communications, investor relations, media, marketing presentations and securities markets.
Risk Management – The understanding of enterprise risk management, internal risk controls, risk assessments and reporting.
Corporate Governance - Understanding of corporate governance practices and stakeholder engagement. 9. Legal / Regulatory – The understanding of legal principles and the workings of regulatory systems. 10. Mergers & Acquisitions – Competency in leading major organizational change and/or managing a significant merger, divestiture, joint venture or acquisition.
Human Resources / Compensation – The understanding of executive compensation, talent management and retention, and succession planning.
Mining Industry – Experience or understanding of the international mining industry, whether as an officer, employee, consultant or director.
Project Development - Experience in successfully managing and delivering large-scale capital projects. 14. Mine Operations - Experience or understanding of the full scope of mining operations. 15. Geology / Exploration - University degree in Geoscience or similar area; or experience as executive or senior consultant involving geological analysis (including resource estimation). Experience or knowledge of exploration techniques, strategies, and risks.
Mine Engineering – The knowledge of engineering principles and application of technical skills and expertise. 17. Processing / Metallurgy – Understanding of or experience with metallurgy and mine processing. 18. Environment / Sustainability – The knowledge of corporate responsibility practices and the constituents involved in sustainable development practices (including as it pertains to climate change).
Health & Safety – Understanding of or direct experience with health and/or safety standards, policies, practices and management.
Social and Human Rights – The knowledge of environmental stewardship, community development, social progression, community consultation and protection of human rights. Knowledge and experience in protection of cultural resources and heritage.

Board Independence

The Board has considered the relationship of each director to the Company and determined that the majority of directors are independent. A director is considered independent if he or she would be “independent” as defined by National Instrument 52-110 - Audit Committees (“ NI 52-110 ”) and National Policy 58-201 - Corporate Governance Guidelines . Generally, directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgement.

Seven of the Board’s existing nine directors (78%) qualify as independent directors under NI 52-110. Having independent directors on the Company’s Board allows for objective opinions, particularly in relation to the evaluation and performance of the Board and well-being of the Company. With the guidance of the Nominating and Corporate Governance Committee, the Board structure is assessed annually and considered continually throughout the year to ensure that the directors can act objectively and in an unfettered manner, independent of management and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with their ability to act in the Company’s best interests. The Board will, in appropriate circumstances, meet separately from non-independent directors, and the independent directors will have open and candid discussions among themselves.

Tookie Angus, an independent director and Chair of the Board, serves as Chair of Board meetings and meetings of the independent members of the Board, as well as acting as the liaison between management and the Board. It is the Company’s policy that the Board Chair be independent.

John Lewins is not independent and is considered to have a material relationship with K92 as CEO. Cyndi Laval is considered not independent as she is a partner at the law firm acting as the Company’s legal counsel.

All of the members of the Company’s key committees are independent.

K92 Mining | 2022 AGM Management Information Circular

The following table describes whether the current and proposed directors are independent and, if not independent, sets out the reasons:

Director Name	Independent	Reason For Non-Independent Status
R. Stuart(Tookie) Angus	
Mark Eaton	
Anne Giardini	
Saurabh Handa	
Cyndi Laval		Partner at Company’s legal counsel firm
Nan H. Lee	
John Lewins		CEO of the Company
Ian Stalker	
Graham Wheelock	
	78% 22%

Board Tenure

The Company has not adopted term limits for the directors or other formal mechanisms of Board renewal as term limits could restrict the Company’s ability to benefit from the contributions of otherwise qualified, experienced directors. The Board has chosen not to implement mandatory retirement or term limits for directors. The Board believes that term limit restrictions and mandatory retirement age policies do not consider the value that a knowledgeable and experienced director can provide to the Company and are not in the best interest of the Company. The Board has a rigorous process to review directors and Board effectiveness, including a skills gap analysis and a diversity policy which all assist in Board renewal and ensuring the strong performance and independence of directors. The average tenure of our director nominees is 4.5 years.

Director Succession

The Board has a proactive succession planning process for directors. The Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates for election to the Board at each annual meeting or to fill vacancies on the Board. Director candidates are assessed based on their individual qualifications, experience, diversity of background and expertise, as well as their integrity, professionalism, values and independent judgement.

In assessing the composition of the Board, the Nominating and Corporate Governance Committee uses a matrix to identify areas the Board feels are necessary in fulfilling its duties and responsibilities in overseeing the Company’s strategic direction, management, and affairs. The skills matrix is updated regularly, reviewed annually, and used as a reference tool for continual assessment.

Other Directorships

In addition to their positions on the Board some director nominees also serve as directors of other reporting issuers. The following table provides details of the directorships and committee appointments held by the director nominees on other public companies as at the date of this Information Circular. None of the director nominees of the Company have interlocking relationships by which they serve together as directors on the boards of other public companies.

The Board has determined that the simultaneous service of some of its directors on other audit committees does not impair the ability of such directors to effectively serve on K92’s Audit Committee.

K92 Mining | 2022 AGM Management Information Circular

Other Public Company Directorships and Committee Positions

Name of Director	Name of Reporting Issuer	Director and Committee Position
R. Stuart (Tookie) Angus	Kenadyr Metals Corp.(TSX-V)	- Chair - Audit Committee Member - Compensation Committee Member - Corporate Governance Committee Member
	Sun Summit Minerals Inc.(TSX-V)	- Chair - Audit Committee Member - Compensation Committee Chair - Corporate Governance Committee Chair
Mark Eaton	Belo Sun Mining Corp.(TSX)	- Executive Chair
	Besra Gold Inc.(ASX)	- Audit Committee Member
	St. Charles Resources Inc.(TSX-V CPC)	- Audit Committee Member
Anne Giardini	Capstone Mining Corp.(TSX)	- Audit Committee Member - Corporate Governance and Nominating Committee Member
	Stella-Jones Inc.(TSX)	- Environmental, Health and Safety Committee Member - Remuneration Committee Member
Saurabh Handa	Carbon Streaming Corporation_(NEO, FSE)_	- Audit Committee Chair - Compensation Committee Member
Cyndi Laval	Riley Resources Corp.(TSX-V)	- Audit Committee Member
John Lewins	Fosterville South Exploration Ltd.(TSX-V)	- Audit Committee Member - Compensation Committee Member
	Zacatecas Silver Corp. (TSX-V)	- Audit Committee Member - Compensation Committee Member
John (Ian) Stalker	Helium One Global Ltd.(AIM) Bradda Head Lithium_(AIM) Condor Goldplc(TSX-V, AIM)_	- Non-Executive Chair - Non-Executive Chair - Audit Committee Member

Election Results – 2021

For the October 28, 2021 Annual General Meeting, Ian Stalker received a total of 66.8% votes for his election. This level of support was due to certain voters considering that he was overcommitted by serving on three outside public company Boards while he was CEO of an unaffiliated public company. The Board and Nominating and Corporate Governance Committee took these comments seriously and worked with Mr. Stalker to address them. The Nominating and Corporate Governance Committee also regularly verifies each director’s outside directorships and officer roles to ensure there are no conflicts of interest or overcommitments.

Following the 2021 AGM, the board engaged with eight large shareholders representing approximately 20% of the Shares, each of whom cast negative votes for Mr. Stalker’s election, to discuss any concerns related to his nomination. Generally, the shareholders acknowledged that although Mr. Stalker served on four boards, some of the public companies were listed on the TSX-V or AIM which usually represent a lower time commitment than big board companies and his other directorships may not affect his performance as a director of the Company. We

K92 Mining | 2022 AGM Management Information Circular

informed the shareholders that Mr. Stalker would also respond to their concerns. We advised the shareholders that Mr. Stalker is a key contributor to the K92 Board, is actively engaged in board meetings, attends 100% of board meetings, and brings valuable technical experience to the Board. Since the 2021 AGM, Mr. Stalker has resigned from the board of Nexus Gold Corp. and as CEO of Pasofino Gold Limited in order to reduce his other publicly-listed company commitments. The Company is satisfied that Ian Stalker is not overcommitted with the number of boards for which he serves.

Director Interlocks and Outside Board Memberships

The Nominating and Corporate Governance Committee monitors the outside boards on which our directors serve to determine if there are circumstances that would impact a director’s ability to exercise independent judgment and to confirm each director has enough time to fulfill his or her commitments to the Company. The Nominating and Corporate Governance Committee ensures that directors advise the committee when they are considering outside public company board appointments.

An interlock occurs when two or more Board members are also fellow board members of another public company. The Company limits the number of directors sitting together on another public company board to two directors. In considering whether or not to permit more than two directors to serve on the same board, the Board takes into account all relevant considerations including, in particular, the total number of Board interlocks at that time. There are currently no Board interlocks.

We expect our directors to be able to devote the time, effort and energy necessary to serve effectively as a director of the Company. The Company believes that while the knowledge and experience that come from multiple directorships is valuable, our directors' increasingly complex responsibilities require an increasingly significant time commitment and they must balance the insight gained from roles on multiple boards with the ability to sufficiently prepare for, attend, and effectively participate in all of our board and committee meetings.

It is the Company’s policy that directors who serve as CEOs of a non-affiliated company hold a maximum of two outside public company directorships (recognizing that there can be value in a senior executive gaining board experience in another or related industry) and that directors who are not CEOs of non-affiliated companies generally hold no more than four additional outside public company directorships. The Chair may determine that serving on more than four additional boards would not affect such director’s ability to perform effectively and in making this determination, will consider the size and commitment required of the companies.

Summary of Board and Committee Meetings Held

The Board meets a minimum of four times per year and as otherwise required. Typically, each committee of the Board meets at least three times each year, or more frequently as deemed necessary by the applicable committee. The frequency of the meetings and the nature of each meeting agenda depend on the business and affairs that the Company faces from time to time. Directors may also attend informal updates by management from time to time. The CEO and CFO are invited to attend certain committee meetings with a portion of each meeting held in-camera. Other Company representatives or consultants may also be invited to attend committee meetings from time to time.

The following table summarizes director attendance at Board and committee meetings held during 2021. The attendance table only reflects attendance at meetings for which the director was required to attend as a committee or Board member. In 2021, the Board held 6 meetings. Each meeting is normally chaired by the Board Chair. To promote independent functioning, it is the Company’s practice to hold an “in-camera” session, with management not present, for each Board meeting.

Number of Board and Committee Meetings Held in 2021

Board of Directors	6	Nominating and Corporate Governance Committee	3
Audit Committee	4	Environmental, Safety and Sustainability Committee	N/A
Compensation and Benefits Committee	5	Health and Safety Committee	4

K92 Mining | 2022 AGM Management Information Circular

Board and Committee Meeting Attendance - 2021

Director	Audit Committee	Total Attendance
Tookie Angus (1) 6 of 6	3 of 5 -	82%
Mark Eaton 6 of 6	4 of 4 5 of 5 -	100%
Anne Giardini 6 of 6	4 of 4 3 of 3 -	100%
Saurabh Handa(2) 6 of 6	4 of 4 3 of 5 3 of 3 -	100%
Cyndi Laval 6 of 6	-	100%
Nan Lee(3) N/A	-	N/A
John Lewins 6 of 6	4 of 4 -	100%
Ian Stalker(2) 6 of 6	2 of 5 4 of 4 -	100%
Graham Wheelock 6 of 6	3 of 3 -	100%

(1) Tookie Angus was unable to attend two meetings of the Compensation and Benefits Committee due to illness.
(2) Ian Stalker attended two meetings of the Compensation and Benefits Committee until he was replaced by Saurabh Handa on the committee. He attended all meetings of the committee while he was a member.

(3) Nan Lee was appointed to the Board on April 11, 2022, and therefore did not attend any Board meetings in 2021.

(4) Attendance by each director at Board and committee meetings is based on the number of meetings held during the portion of the calendar year during which the director served on the Board and/or the applicable committee.
(5) The Environmental, Health, Safety and Sustainability Committee was newly constituted in 2022.

During 2021, five meetings of the Board were held via videoconference and one meeting was held in person. All committee meetings were held via videoconference as a cautionary measure due to the ongoing pandemic. The Board normally meets once per year for an in-person full-day strategy session. The Board met in October 2021 for such a session.

In addition, written consent resolutions were passed by the Board and the committees. Resolutions in writing must be executed by all the directors entitled to vote on a matter in order to be effective.

As set out in the Board Mandate, Board members are expected to attend all meetings of the Board in person or by telephone or other electronic communications device that permits all members in the meeting to speak and to hear each other; to devote the necessary time and attention to the work of the Board; and to have reviewed Board materials in advance and be prepared to discuss such materials.

In-Camera Sessions

At the conclusion of each regularly scheduled meeting of the Board, the independent directors hold an in-camera session at which non-independent directors and members of management are not present unless the Board Chair otherwise determines. These sessions encourage open and candid discussion among the directors and with the auditor. Each committee of the Board also holds similar in-camera sessions.

The Audit Committee holds in-camera sessions with the Company’s auditor and without management present to allow committee members to ask the auditor questions on any topic and to invite the auditor to make comments of any nature related to their work. In addition, The Audit Committee holds in-camera sessions without the auditor present.

If the independent directors wish to convene a meeting amongst themselves, they may do so by making arrangements through the Corporate Secretary. In addition, all members of the Board regularly and independently confer amongst themselves and keep apprised of all operational and strategic aspects of the Company’s business.

K92 Mining | 2022 AGM Management Information Circular

Board Assessments

The Nominating and Corporate Governance Committee established a formal process for assessing the effectiveness of the Board as a whole, its committees and individual directors. As part of this process, directors complete a detailed questionnaire which provides for quantitative and qualitative ratings of their individual performance in key areas and seeks subjective comment in each of those areas. The Nominating and Corporate Governance Committee also reviews the results of the self-assessment process for the Board and its committees and identifies areas requiring follow-up.

The Chair of the Nominating and Corporate Governance Committee reviews individual responses on a confidential basis and provides a summary report to the Board consolidating such responses and the results of the assessment process. Action plans to follow up on any specific issues identified in the assessment process are monitored by the Nominating and Corporate Governance Committee. The evaluation process includes individual director selfassessments, Board Chair and committee performance reviews.

Board Share Ownership Requirement

In February 2022, the Board approved a share ownership requirement for the non-executive directors of the Company (the “ Share Ownership Policy ”). To ensure their interests are financially aligned with those of our shareholders, all non-executive directors are required to own and maintain Shares or RSUs (or any combination thereof) equal in value to three times their annual retainer fee within the later of five years of joining the Board or February 2027. If a director’s share ownership requirement is increased due to his or her appointment as Chair or an increase in directors’ annual retainers, the director will have an additional two-year period from the date of such appointment or increase to meet the additional share ownership requirement.

Once a director has attained the level of share ownership prescribed by the Company’s Share Ownership Policy, such individual is not required to increase their holdings to reflect subsequent fluctuations in the market price of the Company’s Shares, which may cause a decrease in the value of such holdings. However, if a non-executive director fails to attain the relevant level of share ownership within the prescribed timeframe, such non-compliance will be considered by the Nominating and Corporate Governance Committee when determining whether to recommend the relevant director as a nominee for election at the Company’s subsequent annual meeting.

When a director’s level of Share ownership satisfies the applicable ownership requirements, they are expected to maintain such minimum Share ownership levels for as long as they remain a director or executive and for at least one fiscal quarter following retirement or other departure from the position. The share ownership requirement of each executive director is evaluated annually. A copy of the Share Ownership Policy is available on our website.

The table below shows each director’s equity holdings as of the Record Date:

Name and Position		HOLDINGS	HOLDINGS		Share Ownership Guideline Value(1) $	Meets Guidelines	Target Date to Meet Guidelines
	Common Shares #	RSUs #	PSUs #	Value of Holdings (1) $
Tookie Angus – Chair	2,094,289	21,459	-	13,639,095	327,390	
Mark Eaton	200,000	21,459	-	1,427,628	175,388	
Anne Giardini	-	21,459	-	138,335	175,388	No	Feb 2027
Saurabh Handa	170,000	21,459	-	1,234,234	175,388	
Cyndi Laval	-	21,459	-	138,335	175,388	No	Feb 2027
Nan Lee	-	-	-	-	175,388	No	April 2027
Ian Stalker	2,587,950	21,459	-	16,821,464	175,388	
Graham Wheelock	-	21,459	-	138,335	175,388	No	Feb 2027

(1) Value calculated using the closing trading price of the Shares on the Record Date of $8.27 and converted Canadian dollars to US dollars at the exchange rate on the Record Date of CDN$1.00 = US$0.7795.

K92 Mining | 2022 AGM Management Information Circular

CORPORATE GOVERNANCE PRACTICES

K92 recognizes the importance of good corporate governance to the long term and successful management of the Company. The Company’s management and Board value accountability and honest and ethical behaviour, and have developed mandates and practices into the Company’s corporate governance framework to maintain high corporate governance standards.

We believe that responsible and transparent corporate governance practices provide us with a framework for exercising timely and effective decisions and serve as a foundation for our commitment to the shareholders and other stakeholders in representing their interests with integrity, honesty and ethical conduct.

This section discusses K92’s corporate governance practices and provides information pertaining to our Board and its committees.

Governance Overview

The Company is listed on the TSX, under the trading symbol "KNT" and is subject to the governance regulations, rules and standards applicable of a TSX Issuer. Our corporate governance practices meet or exceed the governance recommendations and requirements of the TSX and the Canadian Securities Administrators, including:

National Instrument 52-110 - Audit Committees (“NI 52-110”)
National Policy 58-201 - Corporate Governance Guidelines
National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”)
National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings

The key elements of K92’s governance practices are:

ensuring employees, management and the Board are committed to ethical business conduct, integrity and honesty;
establishing key policies and standards to provide a framework for how we conduct our business;
retaining directors, other than our CEO, the majority of whom are independent;
having a Board with individuals that have a mix of diversity, skills, knowledge and experience, including the core competencies identified in our skills matrix to maximize the effectiveness of the Board and its committees and oversight of the execution of our strategies;
maximizing the effectiveness of the Board, its committees and individual directors through annual evaluations and continuing education of our directors; and
facilitating and fostering an open dialogue between our management and the Board with our shareholders and community stakeholders.

Governance structures and processes:

78% Majority independent directors	33% of Board is Female	Formal written Diversity Policy	Clear position descriptions for Board and Executives
Separate Chair and CEO	CEO only Company executive on the Board	Annual Board Assessments	Regularly scheduled independent director meetings
Independent Board Chair and committee Chairs	Key committees 100% independent	Written Board Mandate	Code of Business Conduct and Ethics

K92 Mining | 2022 AGM Management Information Circular

Committees of the Board

The Board has the following standing committees:

Audit Committee (100% Independent)
Compensation and Benefits Committee (100% Independent)
Nominating and Corporate Governance Committee (100% Independent)
Environmental, Health, Safety and Sustainability Committee (67% Independent)
Health and Safety Committee (34% Independent)

Each committee reports directly to the Board. For details on the committees, please refer to “Board Committees”

2022 Committee Structure

Upon director elections in 2022, the Board intends to compose committees of the Board as recommended by the Nominating and Corporate Governance Committee. The planned committee structure is set out below.

Director Name	Independent	Audit	Compensation and Benefits	Nominating & Corporate Governance	Environmental, Safety & Sustainability	Health and Safety
R. Stuart Angus			M
Mark Eaton		M	C
Anne Giardini		M		C	C
Saurabh Handa		C	M	M
Cyndi Laval	N
Nan Lee					M
John Lewins	N				M	M
Ian Stalker						M
Graham Wheelock				M

M - Committee Member

C - Committee Chair

 - Independent

N - Non-Independent

The Nominating and Corporate Governance Committee nominates to the Board for approval, an independent director as Chair of each committee based on an assessment of the appropriate skills for the given committee. The Board has the authority to appoint ad hoc committees as needed.

Loans to Directors and Officers

We do not grant loans to our directors, officers or employees. As a result, we do not have any loans outstanding to from the Company to them.

Independent Chair

The Chair of the Board, R. Stuart (Tookie) Angus, is an independent director. He has never served as an executive officer or consultant of the Company and the Board has affirmatively determined that he is independent. The Board has adopted guidelines which, subject to the discretion of the Board, provide that the Chair of the Board shall be appointed by the Board and shall be responsible for the overall process involved in the work of the Board as well as the development and effective performance of the Board.

K92 Mining | 2022 AGM Management Information Circular

Separate Chair and CEO

The roles and responsibilities of the Chair and the CEO of K92 are separated to allow for more effective oversight and to hold management more accountable. The Board believes this leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent directors.

As Chair, Mr. Angus seeks to ensure that the Board operates independently of management, promotes communication between management and the Board, engages with shareholders and leads the Board’s consideration of key governance matters.

As CEO, John Lewins is principally responsible for the management of the business and affairs of the Company in accordance with the strategic plan and objectives approved by the Board.

The Chair and CEO positions each have a formal position description that describes the terms and responsibilities of each role. These are available on the Company’s website at www.k92mining.com.

Nomination of Directors

The Board has a Nominating and Corporate Governance Committee that is composed entirely of independent directors. The Nominating and Corporate Governance Committee was established to assist the Board with the nomination of directors and to develop, monitor and implement the Company’s approach to corporate governance.

The Board is committed to maintaining high standards of corporate governance in all aspects of the Company’s business and affairs and recognizes the benefits of fostering greater diversity in the boardroom. A fundamental belief of the Board is that a diversity of perspectives maximizes the effectiveness of the Board and decision-making in the best interests of the Company. Accordingly, consideration of the number of women on the Board, along with consideration of whether other diverse attributes are sufficiently represented, is an important component in the Nominating and Corporate Governance Committee’s search for and selection of candidates.

The role of the Nominating and Corporate Governance Committee is intended to, amongst other things: (i) identify individuals qualified to become members of the Board and Board committees; and recommend that the Board select such persons as nominees for appointment or election to the Board; (ii) develop and recommend to the Board corporate governance guidelines for the Company and make recommendations to the Board with respect to corporate governance practices; and (iii) recommend the establishment of such permanent or ad hoc committees of the Board as it deems necessary for the purposes of assisting in the corporate governance of the Company. All members shall have a working familiarity with corporate governance practices.

In fulfilling its responsibilities to identify individuals qualified to become members of the Board, the committee will consider: (i) the independence of each nominee; (ii) the experience and background of each nominee; (iii) the skill set of each nominee relative to the balance of skills required by the Board and its committees to meet their respective mandates; (iv) the overall diversity of the Board, including gender diversity; (v) the past performance of directors being considered for re-election; (vi) applicable regulatory requirements; and (vii) such other criteria as may be established by the Board or the Nominating and Corporate Governance Committee from time to time.

Director nominees must have a track record in general business management, expertise in an area of strategic interest to the Company, and the ability to devote the time required and a willingness to serve. The Nominating and Corporate Governance Committee also considers the size of the Board from time to time, and currently considers the size of the Board to be appropriate.

Having received management’s nominees and using their extensive knowledge of the industry and personal contacts to identify additional nominees, the Nominating and Corporate Governance Committee recommended to the Board the nomination of the proposed directors for election at the Meeting following a review of the experience, qualifications and background of each proposed director.

K92 Mining | 2022 AGM Management Information Circular

Director Orientation and Continuing Education

The Nominating and Corporate Governance Committee and the Board are responsible for ensuring that all new directors receive a comprehensive orientation, that they fully understand the role of the Board and its committees, and that they understand the nature and operation of the Company’s business. In addition, the Nominating and Corporate Governance Committee is responsible for providing continuing education opportunities designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of the business remains current to address ongoing and emerging issues in the functional areas of the Board.

Management provides each new director with access to an electronic director orientation portal containing information that is continually updated regarding the Company and a range of topics, including:

the Board mandate and committee charters
key position descriptions
Company policies, guidelines and governance practices
Company organizational documents
Corporate and organizational structure
Board and committee meeting minutes and resolutions
information on the Company’s share capital and security-based compensation arrangements
strategic plans, operation reports and budgets
publicly filed documents of the Company, technical reports and the Company’s internal reports
public communications with the communities in which we operate
corporate governance guidelines literature and website information
applicable industry articles and reports
mine operations reports
the Board and committee meeting calendar

New directors are encouraged to review and familiarize themselves with this information and to have individual meetings with senior management and other directors. Directors are encouraged to communicate with management, auditors, and technical consultants, to keep themselves current with industry trends and developments and changes in legislation, to attend related industry seminars and visit the Company’s operations.

Management informs and educates the Board on a continuing basis as necessary to keep the directors current with information on the Company, its business and the environment in which it operates. At each of its meetings, the Board receives a presentation from management which is focused on deepening the Board’s knowledge of the business, the industry, and the key risks and opportunities facing the Company. The directors are regularly and timely provided with updates from members of management regarding strategic issues or events affecting the Company, including its competitive environment, the Company’s performance relative to its peers and any other developments that could materially impact the Company’s business.

Directors, including new Board members, regularly are provided an opportunity to interact with management, its external auditors and its legal counsel to discuss key operational, financial and industry matters regarding the Company’s business, or any information they may consider necessary in order to properly perform their duties.

In addition, directors may take courses, attend seminars, conferences and other continuing education programs relevant to the Company and its business, particularly with respect to corporate governance, Board responsibilities, Company risk, financial and accounting practices, and the mining industry, at the Company’s expense. The Company and all of our directors are members of the Institute of Corporate Directors (“ICD”), which offers professional development and continuing education programs, and the Company pays the cost of this membership. Published third-party reports and articles that are likely to be of interest are routinely forwarded to the directors for review.

The Nominating and Corporate Governance Committee oversees the director education and development programs. The committee ensures that all directors receive updates to Company policy documents and information related to changes to applicable laws and stock exchange requirements, including major public policy and regulatory initiatives relating to the Company’s business.

K92 Mining | 2022 AGM Management Information Circular

The Board meets at least annually outside the offices of the Company for in-person comprehensive strategy sessions to formulate the short-term and long-term objectives of the Company. Directors are encouraged to visit the Company’s operations including a tour of a Company mine site and its facilities to provide them with an extended opportunity to interact with employees, government officials and community members. Site visits have been temporarily halted due to restrictions related to COVID-19 and will resume when the Company determines that such visits can be safely carried out.

Potential Conflicts of Interest

Our directors and officers, among others, are expected to make decisions and take actions that are in the Company’s best interests, and which are not based on or unduly influenced by personal relationships or benefits. It is also a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to the transaction or agreement if the interest is material.

Certain members of the Board are directors or officers of, or have shareholdings in, other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. Where such a conflict involves a particular director (i.e. where a director has an interest in a material contract or material transaction involving the Company), such Board member will be required to disclose his or her interest to the Board and refrain from voting at the Board meeting of the Company considering such contract or transaction. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interest are encouraged to be reported immediately to a member of the Board who is independent of the potential conflict and who will assess the issue with the advice of legal counsel. If deemed appropriate, the Company may establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.

Board Mandate

The Board is responsible for the stewardship of the Company and, in doing so, must act honestly and in good faith with a view to the best interests of the Company. The Board has adopted a written mandate (the “ Board Mandate ”), a copy of which is attached to this Information Circular as Schedule “A”. The Board Mandate includes approving long-term goals and objectives for the Company, ensuring the plans and strategies necessary to achieve those objectives are in place, and supervising the conduct of the Company's affairs and of senior management. Management has been delegated responsibility for the implementation of long-term strategies and day-to-day management of the Company.

The Board retains a supervisory role and ultimate responsibility for all matters relating to the Company and its business. The Board discharges its responsibilities both directly and through its Audit Committee, Nominating and Corporate Governance Committee, Compensation and Benefits Committee, Environmental, Safety and Sustainability Committee, and Health and Safety Committee. The Board may also appoint ad hoc committees periodically to address issues of a more short-term nature.

The Board fulfills the Board Mandate and its duties to the Company directly and through its committees at regularly scheduled meetings and as required. Frequency of meetings may be increased, and the nature of the agenda items may be changed depending on the state of the Company’s affairs and depending on opportunities or risks it faces. The directors are kept informed of the Company’s operations at these meetings, as well as through reports and discussions with management on matters within their particular areas of expertise.

The Nominating and Corporate Governance Committee is responsible for assessing the Board’s performance in fulfilling the Board Mandate. It reviews with the Board, on a regular basis and at least annually, the role of the Board, assesses the adequacy of the Board Mandate, the charters of each of the committees of the Board and the methods and processes by which the Board fulfills its duties and responsibilities. When appropriate, the Board Mandate and committee charters are updated to reflect evolving governance best practices.

K92 Mining | 2022 AGM Management Information Circular

Governance Policies

K92’s governance focuses on the leadership and composition of the organization, compensation, internal controls, reporting, auditing and shareholder rights. The Company’s governance policies listed below are routinely updated and improved. The policies can be found on the Company’s website at www.k92mining.com.

Code of Business Conduct and Ethics
Disclosure, Confidentiality and Insider Trading Policy
Whistleblower Policy
Anti-Bribery and Anti-Corruption Policy
Workplace and Inclusion Policy
Diversity Policy

Ethical Business Conduct - Code of Business Conduct and Ethics

The Board considers good corporate governance to be integral to the success of the Company and a requirement to meet its responsibilities to the Company and its shareholders.

The Board encourages and promotes a culture of ethical business conduct through communication, meetings and other informal discussions with management, and supervision as part of its overall stewardship responsibility. The Company has adopted a Code of Business Conduct and Ethics (the “ Code ”) which sets out principles and standards for honest and ethical behavior and addresses the Company’s continuing commitment to integrity and ethical standards. The Code is applicable to all employees, consultants, officers and directors (“ Representatives regardless of their position in the organization, at all times and everywhere the Company does business. The Code requires the Company’s Representatives to uphold its commitment to a culture of honesty, integrity, accountability and respect for the communities in which the Company operates. The Company requires the highest standards of professional and ethical conduct from its Representatives.

Directors, officers or employees who have concerns about violations of laws, rules or regulations or of the Code are to report them to any of an immediate supervisor, the CEO, or a member of the Audit Committee or the Nominating and Corporate Governance Committee. Each case will be investigated, kept confidential and reported to the Chair of the Audit Committee as appropriate. The Audit Committee has primary authority and responsibility for monitoring compliance with and enforcement of the Code, subject to the supervision of the Board. The Audit Committee reviews compliance with the Code at each of its meetings. Employees and directors are required to annually certify their understanding of and adherence to the Code. The Board reviews the Code on an annual basis to determine whether any changes are necessary or desirable.

A copy of the Code is available under the “Corporate Governance” section of the Company’s website at www.k92mining.com, under the Company’s profile at www.sedar.com or by contacting the Corporate Secretary.

Whistleblower Policy

The Company has adopted a whistleblower policy (the “ Whistleblower Policy ”). The Whistleblower Policy provides a procedure, mandate and responsibilities around handling anonymous complaints by directors, officers, employees and contractors who feel that a violation of the Code or the Company’s Anti-Bribery and Anti-Corruption Policy has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, whereby such violations can be reported to the Chair of the Audit Committee, either through the whistleblowing process and dedicated email address, or reported otherwise. Concerns are confidentially reviewed by the Chair of the Audit Committee in the manner deemed to be appropriate based on the nature and merits of the submission and with the assistance of whomever the Chair of the Audit Committee deems appropriate.

The whistleblower reporting procedure is tested periodically as part of the Company’s internal control procedures. If someone is acting in good faith in reporting any violations of the Code or Anti-Bribery and Anti-Corruption Policy, the Company will not condone any retaliation against a director, officer, employee or contractor of the Company as a result of whistleblower reports. A copy of the Whistleblower Policy may be obtained from our website at www.k92mining.com or by contacting the Corporate Secretary.

K92 Mining | 2022 AGM Management Information Circular

Anti-Bribery and Anti-Corruption Policy

K92 is committed to maintaining the highest ethical and legal standards. The Company has adopted an Anti-Bribery and Anti-Corruption Policy that provides guidance and procedures to ensure that the Company’s directors, officers, employees, consultants and contractors conduct themselves in an honest and ethical manner when dealing with government officials, community stakeholders, and all other parties, and in compliance with all applicable laws and regulations pertaining to bribery and corruption. The policy prohibits, amongst other things, all forms of bribery or corrupt practices, either directly or indirectly on the Company’s behalf, to advance its business interests or those of its associates.

The Anti-Bribery and Anti-Corruption Policy prohibits the provision of facilitation payments, gifts above a certain threshold, kickbacks, and political and charitable contributions to government officials (for example, benefits that could inappropriately influence the decision-making of the recipient). Training and other awareness initiatives on this policy is provided on an ongoing basis to offer guidance on how to recognize and deal with bribery and corruption issues, and to report such issues to the Audit Committee. Directors, employees and consultants must read the Anti-Bribery and Anti-Corruption Policy when they join the Board or begin working for the Company. They must acknowledge that they understand this policy and attest to their compliance annually.

The Anti-Bribery and Anti-Corruption Policy is available on the Company’s website at www.k92mining.com or by contacting the Corporate Secretary.

Board Diversity Policy

The Company recognizes the value of diversity among its directors and management. Our workforce is made up of individuals of varied gender, background, skills, values and experiences. The Company also believes that a Board made up of highly qualified individuals with diverse perspectives promotes better corporate governance, superior performance and effective decision-making. Diversity includes, but is not limited to visible and invisible characteristics such as: skills, competencies, gender, age, nationality, cultural background, education, geographic representation, business and other experience, particular areas of expertise, character and merit, and other characteristics in the environment in which the Company operates.

The Board believes that gender diversity is a significant aspect of diversity and women with appropriate and relevant skills and experience have an important role in contributing to the diversity of perspective on the Board. Accordingly, consideration of the number of women on the Board, along with consideration of whether other diverse attributes are sufficiently represented, are key components by the Nominating and Corporate Governance Committee for the search for and selection of candidates. The Board has adopted a diversity Policy (the “ Diversity Policy ”) that communicates the importance that the Company places on the diversity of its Board. The Nominating and Corporate Governance Committee reviews the adequacy of the Diversity Policy at least annually and monitors its effectiveness through the Board assessment process. The Nominating and Corporate Governance Committee and the Board will also consider the appropriateness of establishing targets with respect to other underrepresented groups.

The Diversity Policy has set a target for the Company of to maintain a Board in which at least 30% of the Board members are women, by no later than 2022. As of the Record Date, three directors are women; Anne Giardini, Cyndi Laval and Nan Lee, representing 33% of the Board.

The Diversity Policy may be accessed on the Company’s website at www.k92mining.com.

Workplace Diversity and Inclusion Policy

The Company acknowledges the benefits of diversity at the executive level, and therefore female representation is a factor taken into consideration during the search process to fill leadership roles within the Company. When Management and the Board selects candidates for executive officer positions, they consider not only the qualifications, personal qualities, gender, business background and experience of the candidates, but also the composition of the group of nominees, to best bring together a selection of candidates allowing the Company’s management to perform efficiently and act in the best interest of the Company and its stakeholders.

K92 Mining | 2022 AGM Management Information Circular

K92 is also committed to advancing women, and other individuals representing a diversity of backgrounds, into leadership roles in the Company through mentoring, continuing educational development and succession planning processes. In particular, the Company has established the “Women in Mining” program in PNG, which supports women’s groups in the communities and is supporting literacy, bookkeeping, business development and other initiatives that will lead to an increase of female representation in K92’s workforce and leadership team.

The Company strives to create a safe, healthy, and inclusive working environment guided by our commitment to fostering an inclusive and mutually beneficial culture focused on continually advancing in the areas of health and safety, sustainability, diversity, and innovation. K92 recognizes the existence of inherent, acquired and gender diversity among its employees, contractors, customers, and communities with which the Company works. As such, the Company encourages differences in age, ethnicity, orientation, marital status, learning and thinking styles, physical and mental abilities, socio-economic class, education, life experiences and other characteristics.

The Company has adopted a Diversity and Inclusion Policy that is applicable to the Board, employees and consultants. As stated in the policy and the Code of Conduct, all employees and contractors are expected to treat all peers and stakeholders with dignity and respect. K92 applies the principles of diversity and inclusion through (i) use of respectful language and behavior towards employees, contractors, customers, and communities; (ii) acknowledging and addressing personal biases and discomforts; (iii) creating recruitment programs targeting a diverse talent pool; (iv) providing scholarships, employment, and mentorship opportunities to individuals from underrepresented backgrounds; (v) encouraging ongoing professional development to enhance diversity training and cultural awareness among management and staff; and (vi) rewarding excellence and promoting employees objectively, based on performance and deliverables.

The Workplace Diversity and Inclusion Policy may be accessed on the Company’s website at www.k92mining.com.

Insider Trading Policy

The Company maintains an insider trading policy (the " Disclosure, Confidentiality and Insider Trading Policy ") and reporting guidelines that place restrictions on "insiders" and those in a special relationship with K92 from trading in Shares and other securities of the Company. Our policy meets the requirements of the stock exchanges on which our Shares are listed as well as those of corporate law and includes the following measures:

Establishment of quarterly and annual trading blackout periods when financial results are being prepared and have not yet been publicly disclosed. These blackouts extend to all employees engaged in the preparation of our financial results and all officers and directors. The blackouts are effective two weeks prior to the Audit Committee meeting at which financial statements are approved and the end at the close of trading on the second trading day after we issue the news release or disclose our financial results.
Publishing and communicating the dates for regular blackout periods and sending a reminder to all reporting insiders of their obligations.
Establishment of special trading blackouts at times when employees, for business reasons, may be in possession of material non-public information.
Prohibiting informing other persons of any undisclosed material information about the Company
Requiring all reporting insiders to pre-clear securities trading transactions.
Annual certification of acknowledgement of and compliance with the Disclosure, Confidentiality and Insider Trading Policy.

The Disclosure, Confidentiality and Insider Trading Policy is available on the Company’s website at www.k92mining.com or by contacting the Corporate Secretary.

K92 Mining | 2022 AGM Management Information Circular

Environmental, Social and Governance (ESG) Measures

K92 is committed to integrating sustainability into our daily actions to help create long-term value for our shareholders and the communities where we operate. We are dedicated to the highest safety and environmental standards, to establishing and maintaining good relationships with our communities and host governments, and creating real, lasting and tangible benefits for the people whose lives our operations touch. We believe this is achieved through safe and environmentally responsible mining; strong community engagement; investing in each community’s future through education and training; providing infrastructure and services development; and providing employment and economic opportunities.

Management and the Board are committed to continuing to improve the Company’s performance and oversight of the ESG aspect of its business. The Company’s internal management systems and policy frameworks are informed by – and evolve in line with – an array of external frameworks, including UN Sustainable Development Goals, Global Standards for Sustainability Report (GRI), the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosure (TCFD) related to climate change and carbon reduction targets linked to a global climate goal.

The following information highlights our environmental, social and governance (“ ESG ”) program, policies, and initiatives that are being enhanced on an ongoing basis. Additional information on our approach to ESG is contained in our Sustainability Report that provides an overview of how K92 manages key aspects of ESG, along with key metrics from the SASB Metals and Mining Standard. K92’s first Sustainability Report was published in 2020 and is updated at least annually. The Sustainability Reports can be found in the “Responsible Mining” section our website at www.k92mining.com.

The Board has appointed the Environmental, Health, Safety and Sustainability Committee to assist with the Board’s oversight responsibilities of climate-related risks and opportunities. The EHS Committee reports to the Board on its assessments of the Company’s climate-related issues. The Health and Safety Committee supports the EHS Committee as well as the Board. At each Board meeting, the Board receives updates from management on the Company’s progress on identifying, measuring and targeting climate risks and opportunities.

TCFD Alignment

To highlight to our stakeholders that K92 is taking the necessary steps to align with a low carbon transition and to build climate resilience, we have begun aligning ourselves with the recommendations of the Task Force on Climaterelated Financial Disclosures (TCFD). The TCFD was formed by the Financial Stability Board and led by Michael Bloomberg and Mark Carney. The recommendations are designed to incorporate climate-related matters into investment decision-making by helping companies produce consistent and comparable climate-related disclosures in the areas of governance, strategy, risk management and metrics and targets. Over 1,000 companies around the world have committed to reporting.

We have developed a roadmap for enhancing our climate management practices, and our overall TCFD alignment.

In early 2021, the Company completed its first materiality assessment to identify, prioritize and validate the topics that matter most to our business and stakeholders. This exercise guides our short- and long-term ESG strategy. Facilitated by a qualified third-party organization, the materiality assessment process included three steps:

Identification: A spectrum of issues was identified through desktop research of peer practices, ESG rating agencies and ESG frameworks, and further refined through internal interviews with K92 management.
Prioritization : Issues were prioritized through surveys developed to gather internal and external stakeholder insights relating to K92’s properties, performance and impact, and interviews with select survey participants to gain further context in areas where the Company can improve its approach and outcomes.

K92 Mining | 2022 AGM Management Information Circular

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Validation: The final list of material topics was validated by the K92 executive/leadership team during a working session with subject matter experts and executives, and a road map was drafted to identify immediate and mid-term steps to strengthen ESG governance, measurement, management and performance.

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Alignment with SDGs

Aligning our priorities and efforts with a globally recognized framework like the UN Sustainable Development Goals (SDGs) helps us to establish commitments and operate in a manner that benefits all stakeholders, including our communities, governments and investors. The SDGs also help us set goals that can guide our ESG strategy in a way that is meaningful for our people, enabling them to envision their role in driving positive change. We believe our greatest contribution towards the SDGs is achieved through K92 community projects and activities that not only improve quality of life in those communities but also lead to residents acquiring valuable skills for long-term resiliency.

K92’s annual Sustainability Report, provides more details of how we manage key aspects of environmental and social responsibility, and includes performance highlights and key metrics from the SASB Metals and Mining Standard. The report can be found on the Company’s website at https://k92mining.com/responsible-mining/.

Environmental

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By applying industry best practices, we aim to preserve the delicate balance between human progress and the natural environment. K92’s environmental programs focus on both the near-mine and global impacts.

Highlights of K92’s environmental practices and initiatives include:

Low impact mining - through underground mine, process plant and tailings designs.

No surface waste rock - through keeping waste rock underground as backfill or repurposing the waste rock as fill for building the tailings storage facility impoundment.

Carbon sequestering - 20,000 tree seedlings donated to support PNG’s tree planting program.

Low greenhouse gas profile - due to high-grades and most power sourced from renewables (hydro-electricity). Hydroelectric Power main source of power at the Kainantu operations.

No cyanide - conventional flotation concentrate is used instead of cyanide.

Water quality – K92 meets or exceeds discharge water quality requirements that are closely monitored. Greenhouse gas monitoring - K92 is completing a greenhouse gas audit to identify opportunities for improvement. 10 Million Tree program participant - towards PNG’s goal of planting 1 million new trees a year for 10 years.

K92 Mining | 2022 AGM Management Information Circular

Safety and Social Responsibility

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By hiring and training local employees, we develop capacity in our host communities and deliver long-lasting benefits. We are proud that more than 96% of our workforce are PNG nationals. Not only does K92 benefit from their service, but the skills acquired in our operations are transferrable to other jobs and help drive the host community’s economic development. K92’s social and safety programs are predominantly focused on:

95% Local workforce – our work force is +95% PNG nationals of which the majority are from local communities. Job expansion - creating more jobs through production expansions. Excellent safety record - Top 3% safety record in the Australasia region.

Career support - through uplifting of PNG workforce skills into senior management and operator positions. Sustainability - contributing to unlocking the resource potential of PNG for the future through exploration. Women Empowerment through the Sustainable Agriculture Livelihoods program, employing 75% women and successfully growing new types of crops in the lowlands

Community

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We are committed to the communities in which we work, going above and beyond local regulatory requirements. Our sustainable objective is to ensure that our impacted communities can thrive without dependence on the mine.

Major corporate taxpayer in PNG - first instalment paid in 2020, 2 years after commencing commercial production. 85% increase in community investment - total from US$655,000 to US$1.2 million.

$6,600,000 expenditures – from K92 to PNG community joint ventures with nationally-owned businesses. Engagement - a 30-person community affairs and sustainable development team to help enable communities to thrive self-sufficiently.

1 Million PKG ($285,000) - contribution to the new market in Kainantu to support regional commerce. Local procurement - 63% local, supporting the development of long-term sustainable businesses. Education focus - sponsoring 56 tertiary education students, local primary and secondary school enrollment fees and full-scholarship awards.

Female employment – driven by multiple literacy, bookkeeping and business development initiatives for women. Food cultivation - training and experimental farms to broaden community knowledge of a wider variety of crops.

Our Covid-19 Health Response

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Assistance

US$433,500 K92 COVID-19 Assistance Fund - created to support local government. Assistance includes: personal protective equipment (PPE), medical supplies, testing kits and equipment, essential goods and services, logistics and other items as needed.

1 Million PKG (US$285,000) - Additional assistance funding to the Eastern Highlands Province.

Vaccines and Testing

Vaccines - K92 has procured AstraZeneca vaccinations for use on site On-site testing - All staff is tested before clearing quarantine to report to work.

Medical Staff - doctors and nurses employed full-time and on-site to administer vaccines, testing and as first response to any medical concerns.

Risk Mitigation

Quarantine - all staff must quarantine and clear testing before reporting to work on site. Social distancing and masks - implemented on site and encouraged outside of site and the communities. Hygiene - enhanced through frequent disinfecting and augmentation of hand washing systems.

K92 Mining | 2022 AGM Management Information Circular

Position Descriptions

The Board has adopted written position descriptions for its independent Chair, the Chair of each Board committee, and the CEO in order to delineate the roles and responsibilities of each position. All position descriptions are reviewed on an annual basis by the Nominating and Corporate Governance Committee in collaboration with the Chair and the CEO, and revised at that time, if deemed necessary. All position descriptions are available in the Corporate Governance section of the Company’s website at www.k92mining.com.

Chair Position Description

The Board has appointed R. Stuart (Tookie) Angus, as independent Chair of the Board. As Chair, Mr. Angus chairs all meetings of the Board and of the shareholders.

The primary responsibility of the Chair of the Board is to oversee the operations and affairs of the Board and to provide leadership to the Board to enhance its effectiveness. The Board has ultimate responsibility for the supervision of management of the Company. Critical to fulfilling this responsibility is the relationships among the Board, management, and committees of the Board. The Chair, as the presiding member of the Board, oversees these relationships and ensure that they are effective, efficient and further the best interests of the Company. The Chair ensures that an appropriate committee structure is in place, and that the functions and responsibilities identified in the Board Mandate are being effectively carried out by the Board and its committees.

The Chair’s responsibility for facilitating highly effective performance by the Board, includes:

Ensuring proper flow of accurate, timely and relevant information, including management strategies, plans and performance matters to enable the directors to make business decisions.
Coordinating, in conjunction with management, the agenda for the Board meetings, and facilitating effective review, analysis and discussion at such meetings.
Collaborating with committee Chairs to ensure each committee's functions are effectively carried out and assisting the committees in presenting their recommendations to the Board for consideration.
Assisting the Nominating and Corporate Governance Committee in identifying and assessing potential director candidates.
Presiding over all meetings of shareholders of the Company.
Working collaboratively with the CEO and the Nominating and Corporate Governance Committee with respect to governance and Board processes.
Ensuring that the CEO is aware of any concerns raised by the Board.
Promoting and supporting a Board culture characterized by, among other things, a high level of integrity and honesty in the actions of the Board and management, and a commitment to good governance practices.
Facilitating separate in-camera sessions in which the independent directors can meet, as necessary.

Chief Executive Officer Position Description

The primary responsibility of the CEO of the Company is to oversee the day-to-day operations and affairs of the Company, to provide leadership to management, to provide vision for future growth opportunities, and hold primary accountability for the profitability and growth of the Company. In collaboration with the Board, the CEO formulates the strategic direction of the Company to enhance its short-term and long-term performance.

The CEO position description sets out a number of specific responsibilities of the CEO including.

K92 Mining | 2022 AGM Management Information Circular

Managing the day-to-day operations of the business of the Company.
Having primary accountability for the profitability and growth of the Company.
Working with the Board and management to formulate the strategic direction of the organization and to carry out that strategic direction.
Reporting regularly to the Chair and, where appropriate, the Board, with relevant, timely and quality information so that the Board can discharge its responsibilities effectively and, in particular, reporting on progress by the Company toward its strategic objectives and towards its short, medium and long term plans.
Identifying and reviewing with the Board all significant risks to the Company’s business and ensuring the implementation of appropriate systems, procedures and controls to eliminate or mitigate such risks.
Motivating, guiding and directing the management team, employees and contractors to fully contribute to Company objectives.
Ensuring the development and maintenance of financial and administrative systems and controls.
Providing hands-on leadership in pursuing acquisitions and divestitures and development opportunities.
Developing positive and productive relationships with external stakeholders, including shareholders, customers, contractors, suppliers, regulatory and governmental authorities.

Position Descriptions of Committee Chairs

The Board has delegated various responsibilities to four standing committees, which in turn regularly report and make recommendations (when applicable) to the full Board: (i) Audit Committee; (ii) Nominating and Corporate Governance Committee; (iii) Compensation and Benefits Committee; (v) Environmental, Safety and Sustainability Committee; and (v) Health and Safety Committee. The Chair of the Audit Committee is Saurabh Handa; the Chair of the Nominating and Corporate Governance Committee is Anne Giardini, the Chair of the Environmental, Safety and Sustainability Committee is Anne Giardini and the Chair of the Compensation and Benefits Committee is Mark Eaton.

The primary responsibility of the Chair of each committee of the Board is to oversee the operations and affairs of the respective committee and to provide leadership to the committee to enhance the committee’s effectiveness. Each committee Chair plays a critical role in guiding the committee in the fulfillment of the committee’s duties and responsibilities as set out in the committee’s charter and managing the process through which the committee carries out such duties and responsibilities. Each Chair is responsible for ensuring an effective relationship among management, committee members and the Board. All of the committee Chairs are independent.

Board Committees

To assist the Board in carrying out its mandate, the Board has established the following five standing committees that report to the Board: 1) Audit Committee; 2) Compensation and Benefits Committee; 3) Nominating and Corporate Governance Committee; 4) Environmental, Health, Safety and Sustainability Committee; and 4) Health and Safety Committee.

Each of these committees has a charter that includes a statement of the committee’s purpose, a description of the committee’s powers and responsibilities, and sets out the procedures governing the committee. The committee charters are reviewed annually to ensure they remain appropriate for the Company and are consistent with market practice and applicable law. Any changes to the charters are reviewed by the relevant committee, the Nominating and Corporate Governance Committee and the Board. Each committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and each committee charter also expressly entitles the committee’s members to retain the services of outside advisors and/or consultants as it deems necessary or appropriate to carry out its responsibilities. A copy of each committee charter is available in the Corporate Governance section of the Company’s website at www.k92mining.com.

The CEO does not participate in making decisions regarding appointments to the committees of the Board. From time to time, the Board may appoint special committees if warranted to address extraordinary issues.

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Audit Committee

2022 Members	Independent	Financially Literate	2021 Meeting Attendance	2021 Meeting Attendance
Saurabh Handa,CPA,CA(Chair)			4 of 4	100%
Mark Eaton			4 of 4	100%
Anne Giardini,QC			4 of 4	100%

The Audit Committee consists of three independent members of the Board who are financially literate, meaning that each member can read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements and disclosures. Following the election of directors at the Meeting, the Board intends to re-appoint the above three Audit Committee members.

The overall purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to accounting, auditing, financial reporting and internal control processes by, among other things:

Ensuring the integrity of the financial statements and financial reporting of the Company.
Overseeing compliance with related legal and regulatory requirements including tax and disclosure.
Ensuring the overall adequacy and maintenance of the systems of internal controls and disclosure controls and procedures that management has established.
Maintaining overall responsibility for the Company’s external and internal audit processes, including the external auditor’s qualifications, independence and performance.
Reviewing the effectiveness of the Company’s procedures for the identification, assessment, reporting and management of risks, including risks related to ESG.
Oversight of the Whistleblower Policy and responding to reports under that policy.

During 2021, the Audit Committee met four times. The external auditor of the Company reports directly to the Audit Committee which meets in-camera with the external auditor at the end of each quarterly meeting.

Further information regarding the Audit Committee is contained in K92’s latest annual information form (“ AIF ”) under the heading “ Audit Committee ”, and a copy of the Audit Committee charter is attached as a schedule to the AIF. The AIF and charter are available on our website at www.k92mining.com, under the Company’s profile on SEDAR at www.sedar.com or may be obtained upon request from the Corporate Secretary of the Company.

Compensation and Benefits Committee

2022 Members	Independent	2021 Meeting Attendance	2021 Meeting Attendance
Mark Eaton(Chair)		5 of 5	100%
R. Stuart Angus		3 of 5	60%
Saurabh Handa		3 of 3	100%

The Company has a Compensation and Benefits Committee (the “ Compensation Committee ”) composed entirely of independent directors. During 2021, the Compensation Committee met five times. Ian Stalker served on the Compensation Committee until June 2021, when he was replaced on the committee by Saurabh Handa. Mr. Stalker attended two meetings of the Compensation Committee in 2021 and Mr. Handa attended the three meetings he was asked to attend. Tookie Angus did not attend two meetings in early 2021 due to illness. Following the election of directors at the Meeting, the Board intends to re-appoint the above three Compensation Committee members.

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The purpose of the Company’s Compensation Committee and program is to provide incentives to attract, motivate and retain qualified and experienced executives, to ensure their interests are aligned with the interests of shareholders of the Company and to provide for transparent and defensible compensation.

The Compensation Committee is responsible for:

Developing director and executive compensation and principles, policies and programs in consultation with senior management and external advisors, that address K92’s talent and workforce needs, and reviewing the programs annually.
Reviewing and recommending to the Board K92’s Share Based Compensation Plan and other security-based plans and programs.
Reviewing and approving the terms of employment and performance objectives for the CEO.
Recommending to the Board security ownership targets for executive officers and directors and monitoring and administering security ownership policies and procedures, as well as the Clawback Policy.
Reviewing and recommending to the Board the goals and objectives of the CEO and other executives, evaluating the performance of the CEO in light of those goals and objectives, and reviewing and recommending to the Board the compensation of the CEO based on this evaluation.
Monitoring trends in compensation philosophy and practices, making recommendations regarding appropriate levels and types of executive and director compensation that are competitive in order to attract, retain and motivate the directors and senior officers.

None of the Compensation Committee members has been an employee or executive officer of the Company, has or has had a material relationship with the Company, taken a loan from the Company or had an interest in any material transactions involving K92.

Each of the members of the Compensation Committee has extensive experience with compensation matters, which is not limited to public companies, and their expertise enables them to assess the relative benefits and costs of compensation plans. Each of the members have served in senior executive positions and on compensation committees of public companies, and have in-depth knowledge of compensation practices. The members’ combined experience in the resource sector provides them with insight into the specific risks and success factors applicable to the Company’s operations, which is important in setting and measuring the Company’s performance metrics.

Further information on the Compensation Committee’s policies, philosophy, guidelines, metrics, targets and market information used by the Compensation Committee in the process of recommending to the Board the amount, form and structure of the compensation to be awarded to officers and directors, can be found in the section titled “Compensation Discussion and Analysis” in this Information Circular.

Information related to the retention by the Compensation Committee of the compensation consultant and the services performed by such consultant is available in the Statement of Executive Compensation.

Nominating and Corporate Governance Committee

2022 Members	Independent	2021 Meeting Attendance	2021 Meeting Attendance
Anne Giardini(Chair)		3 of 3	100%
Graham Wheelock		3 of 3	100%
Saurabh Handa		3 of 3	100%

The Board has a Nominating and Corporate Governance Committee that is composed of three directors, all of whom are independent directors. The Nominating and Corporate Governance Committee was established to assist the

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Board with the nomination of directors and to develop, monitor and implement the Company’s approach to corporate governance focused on promoting a culture of integrity throughout the Company. The committee held three meetings in 2021. Following the election of directors at the Meeting, the Board intends to re-appoint the above three Nominating and Corporate Governance Committee members.

Each member brings to the committee experience and knowledge relevant to the committee's responsibilities and accountabilities, including experience in corporate governance, industry experience, finance and business judgment.

The Nominating and Corporate Governance Committee is responsible for:

Developing and recommending to the Board a set of corporate governance policies, practices and guidelines applicable to the Company and to monitoring the compliance with these principles as part of the Company’s overall approach to its ESG (environmental, social and governance), while considering (among other things) industry best practices.
Identifying and proposing Board candidates for nomination and election or re-election as directors of the Company, giving consideration to diversity, as well as the skills and competencies required to comprise an effective Board.
Succession planning and for the nomination of directors to the Board and its committees.
Reviewing the adequacy of the size and composition of the Board, its committees and its structures and procedures with a view to facilitating the Board to function with sufficient independence from management.
Evaluating the Board, Board committee and individual director performance.
Oversight for Code of Business Conduct and Ethics.
Oversight of risks related to board structure, membership and corporate governance.
Establishing the process for ongoing development of directors and orientation programs for new directors.

The Charter of the Nominating and Corporate Governance Committee is available on the Company’s website at www.k92mining.com or on request to the Corporate Secretary.

For more information on the Nominating and Corporate Governance Committee, please refer to the section titled “Director Nominees” in this Information Circular.

Environmental, Health, Safety and Sustainability Committee

2022 Members	Independent	2021 Meeting Attendance	2021 Meeting Attendance
Anne Giardini(Chair)		N/A	N/A
Nan Lee		N/A	N/A
John Lewins	N	N/A	N/A

The Board has an Environmental, Health, Safety and Sustainability Committee (“ EHS Committee ”) that is composed of three directors, two of whom are independent directors. Following the election of directors at the Meeting, the Board intends to re-appoint the above three EHS Committee members.

We acknowledge climate change as a potential strategic risk to the Company and implemented climate governance in accordance with the recommendations of the internationally recognized Task Force on Climate-related Financial Disclosures ( TCFD ). Climate considerations are integrated into our management structure and the Board, who has oversight of climate-related risks and issues, and management. The Board has delegated oversight responsibilities for environmental, safety, sustainability and social matters to the EHS Committee. Prior to the constitution of the EHS Committee in 2022, the Board included discussions on the Company’s climate-related strategic planning processes during each Board meeting.

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The EHS Committee provides oversight with respect to environment, climate change, health, safety, community relations, human rights, government relations, sustainability, and other public policy matters relevant to the Company (collectively “ ESG ”) to support the Company’s commitment to conduct operations with environmentally sound, safe, healthy, socially responsible and sustainable business practices.

The EHS Committee assists the Board in fulfilling its responsibilities relating to oversight and assessment of:

Responsible management of social and human rights impacts of the activities of the Company.
The contribution of the Company to the development of healthy communities and sustainable economic activities.
Effectiveness of occupational health and safety measures for all workers, contractors and visitors.
The protection of culture and heritage resources in the communities in which the Company operates.
The Company’s engagement, relationships and communication with local communities, governments and other organizations.
Compliance with applicable laws, regulations and policies relating to ESG.
The Company’s policies and practices regarding ESG, including staying apprised of changes that may impact the Company and its operations.
Assessment of results of environmental, health and safety reports and audits, including the Company’s ESG reporting framework and annual Sustainability Reports.
The Company’s approach to ESG, ensuring the Company consistently exhibits and promotes ethical, transparent, responsible, and sustainable behaviours and meaningful engagement with stakeholders.

The EHS Committee regularly attends workshops with management on climate-related issues and ESG disclosure initiatives recommended by the TCFD. Management reports to the EHS Committee in its progress in identifying, measuring and targeting climate-related opportunities and risks.

The EHS Committee members possess a broad range of knowledge and skills, covering mining, environment, strategic planning, risk management, finance, legal and technology, all of which equip them to consider potential implications of climate change on the Company’s business.

The Charter of the EHS Committee is available on the Company’s website at www.k92mining.com or on request to the Corporate Secretary.

For more information on the Nominating and Corporate Governance Committee, please refer to the section titled “Environmental, Social and Governance (ESG) Measures” in this Information Circular.

Health and Safety Committee

2022 Members	Independent	2021 Meeting Attendance	2021 Meeting Attendance
John Lewins(Chair)	N	4 of 4	100%
Ian Stalker		4 of 4	100%
Warren Uyen (Senior Vice President Operations)	-	4 of 4	100%

The Company has a Health and Safety Committee composed of two Directors and a member of the Company’s management team. The primary objective of the Health and Safety Committee is to review and oversee the Company’s established health and safety policies and procedures at the Company’s project sites. The Health and Safety Committee also reviews any incidents that occur and provides guidance on how to prevent recurrences. The committee supports the EHS Committee in its health and safety oversight.

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The Health and Safety Committee is responsible for:

Ensuring that the Company has developed, implemented and is maintaining satisfactory health, safety and environmental policies and standards for all workers, contractors and visitors.
Reviewing and recommending, as appropriate, changes to the health and safety policies of the Company.
Monitoring the status of compliance with the Company policies and applicable laws and regulations in the areas of health and safety based on written reports from management.
Reviewing management responses to material health or safety incidents where the occurrence is required to be reported to the appropriate authorities.
Reviewing quarterly reports from management on the nature and number of all lost time accidents or incidents. Regularly reporting to the Board on health and safety issues affecting the Company.

Shareholder Engagement

Maintaining a constructive and meaningful dialogue with shareholders and investors is important to K92, especially on topics like governance, sustainable mining, and compensation practices. Shareholders are encouraged to provide feedback to the Company. All discussions are subject to the obligation not to make selective disclosure of a material fact or material change.

Shareholders can attend the Company’s annual meetings and pose questions to management.

Shareholders and investors can also learn more about K92 through the following:

webcasts of our quarterly earnings conference calls to review financial and operating results
public disclosure documents such as financial statements, proxy circulars, annual information form, news releases, and the Company’s website
executive presentations at institutional and industry conferences

We also receive feedback through proactive shareholder engagement by:

regular analyst and institutional shareholder meetings to hear feedback
International investor road shows throughout the year
one-on-one or group meetings between management and retail shareholders and brokers
a dedicated address for email inquiries

Strategic Planning

The Board has oversight of the Company’s strategy and strategic planning process and closely monitors, collaborates with and oversees management's performance in executing on our strategy and meeting the objectives of our strategic plan.

The Board meets annually for a strategic planning session with management in which it reviews, discusses and approves the Company's strategic plan and progress made towards achieving the plan. As part of this strategic planning session, management provides an assessment on the competitive environment, growth opportunities, regulatory environment and capital allocation in order to identify opportunities and risks to our business strategy.

The Board regularly engages in discussions and reviews the Company’s strategies and potential alternatives, addressing the evolving needs and circumstances of the Company and the environments in which we operate, with the presence of, and without, senior management, and with the benefit of advice from outside financial advisors and consultants, as appropriate.

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The Board also periodically holds in-camera meetings without the presence of the CEO or other management in order to assess and discuss the Company's strategic plan and priorities, and alternatives, with a view to ensuring the appropriateness and execution of the Company's strategic plan for maximizing shareholder value.

Risk Oversight

The Board is responsible for overseeing the Company's processes and key policies for the identification, assessment and management of the Company's principal risks, and annually (or more frequently as required) reviews the Company's risks with management. The Board regularly monitors the systems in place to manage those risks with a view to mitigating the potential impact of risks on the Company. Our Board delegates responsibility for certain elements of risk oversight to the various committees so that they are addressed by appropriate expertise, attention and diligence. Each of the committees regularly reviews and assesses the current status of risks in their specific areas of expertise.

Audit Committee - oversees financial reporting and compliance, internal controls and related financial matters risks.

Compensation Committee - oversees executive and director compensation and security-based compensation risks.

Environmental, Health, Safety and Sustainability Committee – oversees environmental, health, safety, climaterelated and social responsibility risks.

Health and Safety Committee - oversees community, security, health and safety risks.

Nominating and Corporate Governance Committee - oversees governance program, compliance, ethical and Board practices risks.

For a comprehensive list of the risk factors affecting our business, please refer to the “Risk Factors” section of our most recent AIF and Management’s Discussion and Analysis.

Copies of the Board’s mandate, committee charters and any policies may be obtained upon request to the Company’s Corporate Secretary or through the Company’s website at www.k92mining.com.

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STATEMENT OF EXECUTIVE COMPENSATION

Overview

This Statement of Executive Compensation provides information on the executive compensation practices and results of K92 Mining Inc. (“ K92 ” or the “ Company ”). It includes all direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the Company or a subsidiary of the Company.

Determining executive compensation is a key responsibility of the Board. The Board and the Compensation and Benefits Committee (the “ Compensation Committee ”) of the Board are committed to ensuring K92’s compensation practices are designed to pay for performance, align the interests of management with shareholders, and allow us to attract and retain the talent that is essential to delivering long-term value for K92’s shareholders.

All dollar amounts in this Statement of Executive Compensation are stated in US Dollars unless otherwise noted. The Company’s Shares are listed for trading on the TSX under the trading symbol “KNT”.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes our executive compensation philosophy, policies and practices, the objectives of our executive compensation program, what the compensation program is designed to reward, the program’s elements and how the Company decides the amount of each element, and the impact of Company performance on compensation results. It also describes how and why the Compensation Committee of the Board arrived at specific 2021 executive compensation decisions and the factors the Compensation Committee considered in making those decisions.

The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave or otherwise provided to each Named Executive Officer (as defined below) and director for the financial year ended December 31, 2021, and the general decision-making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help investors understand K92’s executive compensation decisions.

Definitions

For the purposes of this Statement of Executive Compensation, below are definitions used in the compensation disclosure:

“Change of Control” means

(a) the removal, by extraordinary resolution of the shareholders of the Corporation, of more than 50% of the then incumbent members of the Board, or the election of a majority of the directors comprising the Board who were not nominated by the Company’s incumbent Board at the time immediately preceding such election;
(b) the acquisition by any person or persons acting jointly or in concert (as determined by the Securities Act (British Columbia)), whether directly or indirectly, of beneficial ownership of voting securities of the Company that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate, more than 50% of all of the then outstanding voting securities of the Company;
(c) the completion of a consolidation, merger, arrangement or amalgamation of the Company with or into any other corporation whereby the voting shareholders of the Company immediately prior to the consolidation, merger, arrangement or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting shares of the consolidated, merged or amalgamated corporation or any parent entity; or
(d) the completion of a sale or disposition of all or substantially all of the Company’s and its subsidiaries’ undertakings and assets to another person and the voting shareholders of the Corporation immediately prior to

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that sale or disposition hold less than 50% of the voting rights attaching to the outstanding voting securities of that other person immediately following that sale or disposition.

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, performance share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

“ executive officer ” means, for the Company, an individual who is a president; a chief executive officer or chief financial officer; a vice-president in charge of a principal business unit, division or function including sales, finance or production; or an individual who performs a policy-making function of the Company.

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

(a) each individual who served as chief executive officer (“ CEO ”) of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;
(b) each individual who served as chief financial officer (“ CFO ”) of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;
(c) the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year ended December 31, 2021, whose total compensation was, more than $150,000 for that financial year ended December 31, 2021; and
(d) each individual who would be an NEO under (iii) but for the fact that the individual was neither an executive officer of the Company or any of its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, share purchase options, share appreciation rights, and similar instruments that have option-like features.

“PSUs” means performance share unites/

“ plan ” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons.

“RSUs” means restricted share units.

“ Shares ” means the common shares of the Company.

“ share-based award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, performance share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Philosophy

K92 has been through a remarkable transition from a development company to a gold producer in just three years. Over this period of rapid development, the Board has overseen the creation of a management team capable of executing against the ambitious plan for the Kainantu Gold Mine. During this period, the Compensation Committee has worked to ensure that the Company’s compensation program aligns with the Company’s stage of development and is sufficiently competitive to ensure that K92 is able to recruit, retain and motivate high performance executives and directors and to align the interests of the Company with those of its shareholders.

We believe that a compensation structure that contains a mix of fixed and variable compensation, with short- and long-term components, will create the desired motivation and focus in our executives. As part of that structure, the Compensation Committee and Board have a median pay philosophy aligning the targeted total direct compensation of the NEOs at approximately the 50[th] percentile of the Company’s compensation Peer Group (as defined below).

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The objectives of the Company's executive compensation policies are to:

attract, retain and motivate high-calibre executives that are critical to the success of the Company;
provide fair, competitive and cost-effective compensation programs to its executives;
align the interests of Management with those of the holders of the shareholders while not encouraging excessive or inappropriate risk taking in order to maximize shareholder return; and
provide rewards for outstanding corporate and individual performance.

This is accomplished by considering:

internal and external comparisons;
Management’s long‐term interests and the long‐term interests of shareholders;
K92’s financial and operating performance, and business strategy;
the scope and complexity of the executive role;
each executive’s individual performance and contribution towards meeting corporate objectives; and
recommendations made by independent compensation consultants retained by the Company.

Attract, Retain and Inspire Key Talent

Executive compensation meets the goal of attracting, retaining and motivating key talent in a highly competitive mineral exploration and extraction environment through the following elements:

a competitive cash compensation program, consisting of base salary and bonus opportunity that is in the median range of remuneration of similar roles in other companies;
promotion of talent and leadership development that contributes to long-term sustainability, profitability and growth of the Company;
time and performance vested equity awards; and
opportunity to participate in the Company's growth through share-based compensation.

Alignment of Interests of Management with Interests of the Company’s Shareholders

Executive compensation meets the goal of aligning the interest of Management with the interest of the Company's shareholders through the grant of share-based compensation including Options, restricted share units (RSUs) and performance share units (PSUs):

if the price of the Shares increases, both executives and Shareholders will benefit;
inclusion of performance-vested units ensures alignment with Shareholder interests;
linking short-term incentives to ESG outcomes to align with Shareholders’ ESG priorities; and
by providing a three-year vesting period on share-based grants, the Company ensures Management has an interest in increasing the price of the Shares over time, rather than focusing on short-term increases.

Pay for Performance

Our executive compensation program is performance-based and payouts are directly linked to both the Company’s and the individual’s achievements. A significant proportion of executive target pay is “at risk”, in the form of performance based short- and long-term incentives. Our equity incentives reward achievement of long-term results, which align with K92’s goals and the interests of our shareholders. Although gold price does have a significant influence on our share price, it is essential that management focus on delivering on objectives that create long-term value for Shareholders rather than short-term fluctuations in share price, and that our compensation plans reflect that focus. The Company has grown significantly over the past five years and the increases in NEO compensation over the same period reflect this growth.

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Named Executive Officers for 2021

The following executive compensation disclosure describes the Company’s compensation policies, practices and results for the executive officers who were, during or as at the end of the financial year ended December 31, 2021, Named Executive Officers.

During the financial year ended December 31, 2021, the Company had five NEOs:

John D. Lewins Chief Executive Officer and Director Justin Blanchet Chief Financial Officer Warren Uyen Senior Vice President, Operations Christopher Muller Vice President, Exploration David Medilek Vice President, Business Development and Investor Relations

Compensation Practices

What We Do

✓ More Long-Term than Short-Term Awards
✓ Align pay to performance and shareholder returns
✓ Director and executive share ownership requirements
✓ Caps on short- and long-term incentive award payouts
✓ Benchmark to industry peers
✓ Incentive compensation Clawback policy
✓ Seek independent compensation advice
✓ 100% independent Compensation Committee
✓ Double trigger Change of Control payments

What We Don’t Do

 Allow hedging or monetizing of equity awards
 Pay excessive perquisites
 Make excessive severance payments
 Have multi-year guarantees in employment agreements
 Make loans to directors or executives
 Repricing or backdating of Options
 Single trigger Change of Control payments
 Grant stock options to non-executive directors
 Guarantee automatic executive salary increases

COMPENSATION GOVERNANCE

Compensation and Benefits Committee Oversight

The purpose of the Company’s compensation program is to provide incentives to attract, motivate and retain qualified and experienced executives, to ensure their interests are aligned with the interests of shareholders of the Company and to provide for transparent and defensible compensation. The Board, through the independent Compensation Committee, is committed to the transparent presentation of its compensation program.

The Board has the overall responsibility for the Company’s compensation program. The Board has delegated certain research and oversight responsibilities to the Compensation Committee but retains final authority over the compensation program and process, including approval of material amendments to or the adoption of new equitybased compensation plans and the review and approval of Compensation Committee recommendations. Further detail on the Compensation Committee is set out in the Compensation Committee Charter that can be accessed on the Company’s website at www.k92mining.com.

Management also plays an important role in executive compensation and human resources policy decisions by making recommendations to the Compensation Committee. Our Board solicits input from our CEO and the Compensation Committee regarding the performance of the Company’s other executive officers.

The responsibilities of the Compensation Committee include assisting the Board with:

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overseeing the implementation of the Company’s executive compensation policies and philosophy, ensuring that it is fair and competitive and consistent with the best interests of the Company and its shareholders;
reviewing the adequacy and form of compensation and benefits for executives to for alignment with the objectives of the Company;
administration of the Company’s incentive compensation and equity-based compensation plans;
evaluation of the adequacy and form of compensation and/or benefits paid or awarded to directors of the Company;
consideration of the evaluations and recommendations of the CEO;
assessing corporate and individual performance against established performance goals and criteria; and
reviewing and assessing compensation related best-practices.

The Compensation Committee makes recommendations to the Board based on its compensation philosophy and the Compensation Committee’s assessment of corporate and individual performance, recruiting and retention requirements.

Based on these recommendations, the Board makes decisions concerning the nature and scope of the compensation to be paid to the Company’s executive officers and directors.

The Compensation Committee reviews the Company’s compensation practices and executive performance at least annually.

The Compensation Committee may seek independent compensation advice where appropriate from external consultants to assist it in assessing executive remuneration levels and aligning directors and executive remuneration packages with comparable market compensation. See “Independent Compensation Advisors”.

The Company’s policy is that the Compensation Committee must comprise at least three directors, all of whom must be independent under applicable laws, policies and stock exchange rules. In addition, in keeping with governance best practices, the Compensation Committee should consist of directors who are knowledgeable about issues related to compensation, governance and risk management.

The Compensation Committee is composed of the following directors: Mark Eaton (Chair), R. Stuart (Tookie) Angus and Saurabh Handa, each of whom is considered “independent” within the meaning of of National Instrument 52110 - Audit Committees . Each member of the Compensation Committee has direct experience that is relevant to their responsibilities in executive compensation. Collectively, the Compensation Committee members have extensive experience through experience as senior executives of publicly traded companies as well as members of boards and human resources/compensation committees of other public companies in the resource sector.

The following are the skills and experience of each member of the Compensation Committee that enable the Compensation Committee to make decisions on the suitability of the Company’s compensation policies and practices:

Mark Eaton, Chair – Mr. Eaton is an experienced investment professional with over 25 years of experience in equity capital markets specializing in the resource sector. He is currently the Executive Chair and is the former CEO of Belo Sun Mining Corp. Mr. Eaton was a Partner and Director of Loewen Ondaatje McCutcheon Ltd., a Toronto-based investment dealer, from January 2007 until March 2008. He previously held the position of Managing Director of Global Mining Sales, a division of CIBC World Markets of Toronto and Manager of US Equity Sales for CIBC World Markets. Mr. Eaton has served in the capacity of CEO, President and director of several TSX and TSX Venture Exchange listed companies, and in these roles has been involved in executive compensation proposals and decisions. Mr. Eaton is a former member of the Compensation and Benefits Committee of UEX Company.

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R. Stuart Angus – Mr. Angus is Chair of the Company. He is a retired lawyer who has served on the boards and compensation committees of numerous publicly traded companies in the resource sector. He sits on the Compensation Committee of Sun Summit Minerals Corp. and Kenadyr Metals Corp. and was previously Chair of the Compensation Committees of Bema Gold Corp., SouthGobi Resources Ltd. and First Quantum Minerals Ltd.

Saurabh Handa – Mr. Handa is a mining professional with diverse senior experience that includes finance, mergers and acquisitions and multi-jurisdictional public company disclosures. He is currently CFO of Metalla Royalty & Streaming Ltd. (TSX, NYSE). He serves on the Compensation Committee of Carbon Streaming Corporation and is a former director of Banks Island Gold Ltd. He is the former CFO of Titan Mining Corp., Vice President, Finance of Imperial Metals Corp., Chief Financial Officer of Meryllion Resources Corp., Chief Financial Officer of Yellowhead Mining Inc., and former Controller for SouthGobi Resources Ltd.

All the members of the Compensation Committee have been directly involved in the design, review and implementation of compensation programs. The Board is confident that the collective experience of the Compensation Committee members ensures that it has the knowledge and experience to execute its mandate effectively and to make executive compensation decisions in the best interest of the Company.

Peer Benchmarking Group

The Company aims to remunerate executives fairly and at a level that is competitive with the median of the marketplace. In pursuit of this goal, the Compensation Committee reviews the compensation programs for both executives and directors annually to ensure that the Company’s compensation philosophy is applied and that its objectives continue to be met. As part of this process, the Company reviews the compensation practices of its peer group (the “Peer Group”) as it relates to salary as well as short-term and long-term incentives for executives. In addition, the annual retainer and committee fees paid to directors are benchmarked against the Company’s peers to ensure that Company’s approach to director compensation is competitive and reasonable.

During 2020, many of the companies included in the Company’s 2019 Peer Group were acquired or merged. In addition, the Company’s size and production changed relative to its peers. Given the significant changes to the Company’s peers, and to reflect the growth and maturation of the Company, a new Peer Group has been selected.

The 2021 Peer Group, consisting of 15 intermediate size gold producers, is listed below:

Argonaut Gold Inc.	Hochschild Mining plc	SilvercorpMetals Inc.
Calibre MiningCorp.	IAMGOLD Company	Superior Gold Inc.
Dundee Precious Metals Inc.	Lundin Gold Inc.	Torex Gold Resources Inc.
Eldorado Gold Company	New Gold Inc.	Wesdome Gold Mines Ltd.
Equinox Gold Corp.	Perseus MiningLimited	Victoria Gold Corp.

To identify appropriate peer companies, we used the following criteria:

publicly-traded, primarily North American companies, trading on the TSX or a major US stock exchange;
mining in the materials sector with emphasis on the gold or precious metals;
comparable intermediate size range to K92 in market capitalization, production, assets and revenues; and
companies with a similar mining operations profile.

Market Positioning

Our market positioning strategy for executives is to set the total compensation (base salary + short-term incentive + long-term incentive) to reflect the median of the Peer Group, where appropriate.

K92 Mining | 2022 AGM Management Information Circular

Anti-Hedging Policy

The Company is of the view that its securities should be purchased by its directors and officers for investment purposes only. Transactions that could be perceived as speculative or influenced by positive or negative perceptions of the Company’s prospects, including the use of prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, puts, calls, spread bets, and contracts for difference and hedging transactions are not considered to be in the Company’s best interests and must be avoided. Directors and officers of the Company are prohibited from engaging in personal hedging activities of any kind involving the Company’s securities or related financial instruments (other than the sale of Company securities shortly after they were acquired through the exercise of securities granted under a share-based compensation arrangement).

Clawback Policy

The Board has adopted a clawback policy that allows it to require reimbursement of excess incentive compensation paid or granted to any officer, director, or employee, if:

the Company is required to restate its financial statements to correct a material error;
the officer, director, or employee engaged in intentional fraud, misconduct or negligence which directly or partially caused the need for the restatement or correction; and
the compensation paid to the officer, director, or employee would have been lower had it been based on the properly reported financial results (the difference being the "excess incentive compensation").

If these three events occur, the Board and the Compensation Committee will determine how to apply the policy to the situation. If the Board and Compensation Committee determine that the policy should be triggered, the Company will seek to recover the excess incentive cash and/or equity-based compensation paid or granted during or for the years subject to the restatement.

Risk Management

The Board has considered the implications of the risks associated with the Company’s compensation policies and practices and believes that the current structure of the Company’s executive compensation arrangements is focused on long-term value and is designed to correlate to the long-term performance of the Company. Although the Company does not have formal policies specifically targeting risk taking in a compensation context, the practice of the Compensation Committee and the Board is to consider all factors related in an executive’s performance, including any risk mitigation efforts, in determining compensation. The Company’s executive compensation program is structured to provide an appropriate balance of risk and reward consistent with the Company’s risk profile and to ensure that compensation practices do not encourage excessive risk-taking by executives.

The Board provides regular oversight of the Company’s risk management practices and delegates to the Compensation Committee the responsibility to provide risk oversight of the Company’s compensation policies and practices, and to identify and mitigate compensation policies and practices that could encourage inappropriate or excessive risk taking by the NEOs.

The Compensation Committee has not identified any risks in the Company’s existing compensation policies and practices that it believes would be reasonably likely to have a material adverse effect on the Company.

The following factors that discourage the Company’s executives from taking unnecessary or excessive risk:

the Company’s approach to performance evaluation and compensation provides greater rewards for achieving both short-term and long-term objectives;

K92 Mining | 2022 AGM Management Information Circular

short-term incentive payments are derived from performance against pre-approved annual objectives for both the Company and the individuals and the Board has discretion with respect to incentive awards and payouts if incentives are understated or overstated due to extraordinary circumstances;
a hedging prohibition that prohibits executive officers from engaging in hedging activities in respect of the Company’s securities or related financial instruments;
a clawback policy that specifies the recoupment of incentive compensation applicable to executive officers upon material financial restatements and misconduct;
a share ownership policy that is applicable to all executive officers and aligns the interests of executives with those of Shareholders by requiring a minimum value of K92 equity to be held by executives; and
the Compensation Committee retains a compensation consultant that is independent of management and does not provide advice to management.

The Compensation Committee believes that the Company’s total executive compensation program does not encourage executive officers to take unnecessary or excessive risk and has not identified any risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on K92.

Independent Compensation Advisors

The Compensation and Benefits Committee has authority to select, retain and terminate compensation advisors, consultants and experts at its discretion, to assist it in fulfilling its duties and responsibilities. In September 2020, the Compensation Committee engaged independent compensation advisor, Korn Ferry to assist the Compensation and Benefits Committee in respect of its review and assessment of the Company’s approach to executive and independent director compensation, and to recommend any appropriate changes to various pay elements and/or strategies to ensure alignment with market practices.

Following its detailed analysis of the compensation programs for the Company’s directors and executives, Korn Ferry provided recommendations regarding changes to the compensation program. Korn Ferry’s services included:

market pay review, and development of equity plan alternatives for the Board;
general advice and counsel on executive pay approach and structure, including performance metrics;
market pay review, and development of short-term incentive and long-term incentive alternatives for the executive team.
a gap analysis with considerations of Company objectives and external factors;
evaluation of target pay levels;
the executive roles relative to the Company’s operations, development and goals;
analysis of external compensation benchmarking data for executive and directors using Korn Ferry’s proprietary survey of 44 Canadian mining organizations and K92’s selected Peer Group shown under “Peer Benchmarking Group”; and
a report consisting of pay level analysis and key findings for all K92 executive roles with respect to the pay elements of annual salary, total cash combining salary and annual bonus, and long-term incentive value of equity components of compensation.

The results of the Korn Ferry analysis showed that the total compensation (cash, short-term incentives, and longterm incentives) of each of the Company’s NEOs was below the range of the Peer Group. As a result, the NEOs salaries were increased to be in the median of those in the Company’s Peer Group.

In addition, in October 2021, the Company adopted the use of RSUs and PSUs for its officers, directors, employees and consultants (see “ Elements of Compensation” ) pursuant to a new share compensation plan (the “ Share Compensation Plan ”).

K92 Mining | 2022 AGM Management Information Circular

The fees charged by Korn Ferry for its services in 2020 are set out below. The Company did not engage any compensation advisors in 2021.

Table 1 – Advisors’ Fees

Financial Year	Executive Compensation- Related Fees $	Director Compensation- Related Fees $	All Other Fees(1) $	Total(2) $
2021	Nil	Nil	Nil	Nil
2020	29,848	47,757	9,313	86,917
Total	29,848	47,757	9,313	86,917

Notes:

(1) This represents Korn Ferry’s standard administration fee.

(2) Fees were paid in CAN$ and converted to US$ for disclosure in this table using the average exchange rate of CDN$1.00 = US$0.7462.

EXECUTIVE COMPENSATION

2021 Corporate Performance

In 2021, the COVID-19 pandemic continued to have an impact on the Company’s production results. Despite this, operations were strong, with 2021 delivering record production, throughput and development, and record quarterly production of 36,145 ounces gold equivalent (“AuEq”) in the fourth quarter.

The Company’s Kainantu Gold Mine in Papua New Guinea (“PNG”) once again delivered one of the best safety records in the Australasia region with a lost time frequency incident rate of 0.30 per 1 million total hours worked. Our pandemic resiliency also took a major step forward, through a robust vaccination program, with one of the highest vaccination rates in the resources sector in PNG, in addition to a progressive enhancement of our mitigation controls that have proven effective during multiple COVID-19 waves in PNG.

K92 finished the year with a net cash balance of $71 million, an increase of $24 million from December 2020, while also continuing to invest significantly in production expansion and exploration growth

In 2021, K92 had several growth milestones:

achieved Stage 2 Expansion run-rate of 400,000 tonnes per annum (“tpa”) or 1,100 tonnes per day (“tpd”);
approved a Stage 2A Expansion to increase annual throughput +25% to 500,000 tpa based on the strong performance of the expanded Stage 2 process plant. Stage 2A Expansion commissioning is planned for H2 2022 with a low estimated growth capital cost of $2.5 million;
mined the first stope from the Judd #1 Vein just a year after the discovery of high grade from underground. Mining at Judd has delivered strong performance including solid geotechnical statistics, high grades delivered to the plant, and robust drill and blast characteristics. Establishing a new major mining front at Judd has provided a significant boost to operational flexibility and material movements; and
commissioned the gravity circuit, which is expected to further improve the metallurgical recoveries and overall payabilities of the plant, once fully integrated.

Exploration has increased, with up to 11 drill rigs operating, significantly increasing our drilling capacity since 2018. Drilling is now underway at the Judd, Judd South, Kora and Kora South vein systems. During the year, we continued to deliver high-grade and solid thickness exploration results, reporting 177 drill holes at the Kora and Judd vein systems, with all the holes intersecting mineralization. A major infill drill program was completed at Kora for its updated resource estimate, and we have now shifted most of our exploration focus to resource growth.

K92 Mining | 2022 AGM Management Information Circular

We are also proud to report that our exploration success has received major recognition from the mining industry, with the Prospectors & Developers Association of Canada awarding K92 the prestigious 2021 Thayer Lindsley Award for Best Global Discovery for the discovery of Kora North. This is the first time a project in PNG has received this prestigious award, marking a major achievement for its resource sector.

Environmentally, as a high-grade, underground mine which uses power mostly from hydroelectricity, the carbon footprint for Kainantu remains among the lowest in the industry. We continue to explore initiatives to further reduce our footprint even as our production increases, including the potential electrification of our fleet, supporting the improvement of hydroelectric infrastructure to Kainantu, and providing carbon offsets.

During the pandemic environment in 2021, we maintained a significant focus on increasing our community development programs and initiatives to support the growth and prosperity of the people of PNG. Community business development and infrastructure programs were expanded, encompassing health and medical facilities, literacy, education, roads, water supply, women empowerment, agriculture programs, business joint ventures, and local supplier engagements. Our workforce, which consists of 95% PNG citizens and a majority from our local landowners, also increased and will continue to grow as we advance our planned expansions.

Elements of Compensation

The Company’s compensation program has three primary elements: base salary, short-term annual cash bonus incentive and long-term equity incentives in the form of RSUs, PSUs and Options. The combination of elements is designed to encourage executives to achieve strong results which drive long-term sustainable growth and long-term shareholder value. The Company regularly reviews all elements of executive compensation to ensure these components of compensation fit into the Company’s compensation objectives to attract and retain talented executives, reward individual and corporate performance, and align executive compensation with shareholder interests.

The Compensation Committee has not established a strict policy regarding the mix of base salary, cash and equity incentives to be paid or awarded to executives. However, long-term equity incentives are intended to be the largest form of compensation to NEOs in order to link performance goals to long-term objectives. Incentive plan awards are not guaranteed; they are “at risk” and performance based. This allows the Company to be flexible in tailoring the compensation mix for each executive to the circumstances in effect at the time. The Compensation Committee believes that a greater percentage of compensation for the Company’s executives should come from the variable, performance-based elements, and the mix of compensation should be structured to balance the need to drive results based on the executive’s position as well as to support the long-term growth of the Company overall.

The compensation program also includes termination and Change of Control benefits and minimal perquisites.

Compensation Component	Objectives	Period	Form
Base Salary	To provide fixed compensation that reflects the market value of the role, skills and experience of the executive. To attract, retain and motivate a competent, strong and effective executive managementgroup.	Annual	Cash
Short-Term Cash Bonus Incentive (“STIs”)	To pay for performance and provide alignment with the Company’s annual and long-term business strategy. This is “at risk” compensation.	Semi-Annual Paid 3 months after each 6-monthperiod	Cash
Long-term Equity Incentive (“LTIs”)	Options -To provide alignment with shareholder interests and the Company’s long-term business strategy. This is “at risk” compensation.	Term of 5 Years Vesting over 3-year period	Equity

K92 Mining | 2022 AGM Management Information Circular

	RSUs -Designed to motivate executives, directors and employees to create and grow sustainable shareholder return over successive three-year cycles.	Vested annual in equal increments over 3-year period	Equity from treasury, cash, equity in market, or combination of foregoing
	PSUs -Designed to motivate and reward employees to excel against specific performance targets over a performance cycle.	Vested annually in equal increments over 3-year period	Equity from treasury, cash, equity in market, or combination of foregoing

Base Salary

Base salary is a fixed element of compensation for each executive officer for performing the specific responsibilities of his or her position and is typically determined with general reference to, among other things, base salary compensation of the Company’s peers. Base salary is intended to fit into the Company’s overall compensation objectives by serving to attract and retain high-calibre, experienced executive officers by providing compensation at competitive rates.

For executive officers, the Compensation Committee considers the following factors in setting base salaries:

the level of responsibility related to each executive officer’s position;
the stage of development of the Company;
the base salaries generally paid to equivalent executive officers by industry peers;
the objective of retaining the executive officers and aligning their interests with the Company’s goals;
the experience of the executive officer; and
▪ the executive officer’s overall performance.

Base salary is linked to other elements of compensation as it may influence the level of annual incentives and Change of Control benefits.

NEO base salaries were historically below the benchmarks for peers. To better position the NEOs closer to market competitiveness for their positions among our Peer Group, among other reasons, increases were made to base salaries in 2021 (effective November 1, 2020) and in 2022 (effective January 1, 2022).

Changes to the base salaries are shown below:

Base Salary Increases


	Base Salary	% Increase	Base Salary	% Increase	Base Salary
	2020	2020-	2021	2021-	2022
NEO	$	2021	$	2022	$
John Lewins,CEO and Director	500,000	20%	600,000	5%	630,000
Justin Blanchet,CFO	199,584	42%	272,244	5%	285,856
Warren Uyen,Senior VP Operations	304,575	17%	356,576	5%	374,405
David Medilek,VP Business Development	217,795	25%	272,244	5%	285,856
Christopher Muller,VP Exploration	196,117	8%	210,826	5%	221,367

(1) For the purpose of this comparison calculation, Canadian dollars are converted to US dollars at an exchange rate of CDN$1.00 = US$0.7562.
(2) For the purpose of this comparison calculation, Australian dollars are converted to US dollars at an exchange rate of AUS$1.00 = US$0.7429 .

K92 Mining | 2022 AGM Management Information Circular

Short-term Annual Bonus Incentives (STIs)

An STI bonus incentive is a short-term variable element of compensation that rewards the NEOs for corporate and individual performance and is typically determined based on pre-set corporate and/or individual performance objectives. Annual incentives (STIs) can be awarded either in cash or share-based awards. STIs are awarded up to the targeted amounts or percentages on the basis of the achievement of pre-set corporate and/or personal objectives for the year. These may include both quantitative and qualitative objectives for both the Company and the individual NEO. All bonuses are considered and recommended by the Compensation Committee to the Board.

Overall Company performance is measured by a combination of: (i) corporate achievement based on technical and strategic achievements relative to the goals set out at the beginning of the year; (ii) market performance; and (iii) individual performance. STI awards are granted based on the Company’s performance against corporate and individual objectives, both of which are tied to our core strategy. STIs are calculated as a percentage of base salary and approved by the Board as recommended by the Compensation Committee with the assistance of management. The STI bonus is calculated bi-annually on performance from January to June and July to December.

Each year the Company completes a rigorous budget process. The annual budget is determined in conjunction with mine development plans and the Company’s corporate strategic targets. The annual budget and therefore the specific performance benchmarks for management are determined to be in line with the Company outlook and are set to achieve long-term value. The cash bonus links the award amount to management’s performance relative to these benchmarks. Each individual cash bonus award is based on corporate performance and personal objectives against the benchmarks with the relative weighting between corporate and personal accomplishments reflecting the NEO’s position and ability to directly impact corporate performance.

In 2021, the NEOs were entitled to bi-annual bonuses equal to up to 100% of the NEO’s base salary, depending on the NEO’s role, based on certain key performance indicators (“ KPIs ”) of the Company. The Compensation Committee reviews the performance of the Company and the NEO and determines if the applicable business performance objectives, established by the Board or the Compensation Committee, have been met in each six-month period. The KPIs include the Company’s performance in the areas of safety, production, operating costs, all-in sustaining capital costs, ESG, growth, and organization efficiency.

Improving Shareholder value through corporate performance is a key objective for the Company. Linking corporate and personal performance to support this goal, in 2021, the Company has incorporated two performance measures into its STI calculations, being Corporate performance and Individual performance. Corporate performance metrics are identical for all participants. Individual performance metrics are specific to each participant based on their role. The Company has also modified its approach to measuring performance with the addition of environmental, social and governance (“ESG”) performance to the 2021 Company STIs, reflecting the growing emphasis on ESG and sustainability. These new measures provide for a broader assessment of the Company’s environmental performance and also better align with the Company’s sustainability focus areas.

In developing the KPIs, the Compensation Committee and management considered the value of annual consistent performance factors as well as the value of new performance factors that reflect evolving Company objectives.

The STI bonus amount is equivalent to each NEO’s annual base salary, with a maximum 150% of the bonus to be paid for outstanding performance (exceeding every metric by 10%). Achieving within +/- 2.5% of target performance would result in 100% of the bonus being payable. If the performance factor is below target by greater than 10%, 25% of the bonus would be payable.

In evaluating 2021 corporate performance, upon consultation with management, the Compensation Committee considered the performance-related results achieved by the Company in 2021, both within the context of the goals and objectives set in December 2020 and the macroeconomic factors impacting the gold sector globally, including the impact of the COVID-19 pandemic on the Company’s operations and the Company’s successful mitigation of COVID-19 impacts on its operations. Based on its assessment of the 2021 corporate achievements outlined above, and each NEO’s individual performance, the Compensation Committee determined the size of the bonuses warranted for each of the NEOs for 2021 performance.

K92 Mining | 2022 AGM Management Information Circular

The 2021 Company performance indicator schedule is set out below.

2021 Key Performance Indicators

Key Performance Indicator	Key Performance Indicator	Weight	Payout on Target Achieved or Exceeded
Factor	Measure
Corporate Performance


Safety	Lost-time incidents measured against industry average	17.5%	0% – 150% of Bonus
Production	115,000 Gold equivalent ounces produced	17.5%	25% – 150% of Bonus
Cash Costs	Total Operating Costs $515 per ounce Gold	17.5%	25% – 150% of Bonus
Capital (AISC)	All-in Sustaining Costs $825 per ounce Gold	17.5%	25% – 150% of Bonus
Individual Contributions and Achievements


ESG	Results of the prior year’s ESG sustainability report, governance improvements and statutory compliance.	10%	25% – 150% of Bonus
Growth	Definitive feasibility study and preliminary economic assessment outcomes, resource estimates, throughput and production growth.	10%	25% – 150% of Bonus
Organization and Efficiency	Management efficiencies, analyst coverage, Company profile, media coverage, industry recognition, reporting, and shareholder engagement success.	10%	25% – 150% of Bonus
		100%

The Board subsequently supported the recommendations of the Compensation Committee for the following STI awards related to 2021 performance criteria:

	2021
	Target Award	Actual Award Payable	Actual Award
NEO	(as a % of base salary)	$	(as a % of base salary)
John Lewins,CEO and Director	100%	610,500	101.75%
Justin Blanchet,CFO	100%	288,644	100.50%
Warren Uyen,Senior VP Operations	100%	356,395	99.25%
Christopher Muller,VP Exploration	30%	33,120	15.33%
David Medilek,VP Business Development	100%	304,440	106.00%

Long-Term Equity Incentives (LTIs)

Equity compensation grants to executives play an important role in helping K92 meet the objectives of its compensation program. Long-term incentives are an equity-based variable component of compensation, consisting of Options, PSUs and RSUs. Long-term incentives are designed to align the interests of executives with those of shareholders by tying compensation to share price performance and to assist in the retention of talented executives through long-term vesting schedules.

Until 2021, NEOs were granted Options as the only form of long-term incentive, pursuant to the Stock Option Plan. The Board, following consultation with its independent compensation consultant Korn Ferry, and upon recommendation of Compensation Committee, approved the new Share Compensation Plan in 2021 in response to compensation governance trends. The Share Compensation Plan was approved by on October 28, 2021. Consistent with many of the companies in its Peer Group, it introduced RSUs and PSUs into long-term incentive awards.

K92 Mining | 2022 AGM Management Information Circular

The Share Compensation Plan provides participants with the opportunity, through Options, RSUs and PSUs to acquire an ownership interest in the Company to give individuals an interest in preserving and maximizing shareholder value in the longer term, enabling the Company to attract and retain individuals with experience and expertise. The mix of Options, RSUs and PSUs under the Share Compensation Plan provides the Company with flexibility.

An Option permits the holder of the Option to purchase an underlying Share before a future specified date (the " expiry date ") at a specified price (the " exercise price ”) subject to vesting criteria. The realizable value to the Option holder, excluding tax considerations, is the amount, if any, by which the Share price exceeds the exercise price on the date the Option is exercised. If the Option expires "out of the money" (i.e., the exercise price is greater than the share price at the expiry date), the Option holder receives no benefit, and no Share is issued. If the Option is "in the money" at the time of exercise (i.e., the exercise price is less than the Share price), the Option holder will realize a benefit.

RSUs are units that will vest in equal tranches over a three-year period with one-third vesting on each of the first, second and third anniversaries of the grant date on the satisfaction of certain restrictions, notably a requirement that an individual remains eligible for awards during that period of time. RSUs align executive compensation with share price and serve as a retention tool, while also addressing shareholder concerns regarding share dilution, as the RSUs may be settled in cash, equity from treasury, equity purchased in the market, or any combination of these.

Each RSU has a value equal to the market price of one Share on settlement of the RSU (“ Market Price ”) being the volume weighted average trading price of the Shares on any exchange in Canada where the Shares are primarily listed (including the TSX) for the last five trading days prior to such day (“ 5-day VWAP ”). The number of RSUs awarded, the grant date, the applicable vesting criteria, whether and to what extent dividend equivalents will be credited to the RSU Account (as defined below) of an SCP Participant (as defined below) and such other terms and conditions are to be determined by the Board.

PSUs are units that vest in accordance with the satisfaction of specific criteria during a performance cycle tied to the participant’s personal performance, the financial performance of the Company or of its subsidiaries or achievement of corporate goals and strategic initiatives. PSUs are intended to complement the RSUs, which act as a retention vehicle, with a performance-based award that aligns with both the Company’s business strategy and long-term shareholder value creation. PSUs are a performance-based long-term incentive vehicle, and the payout is not guaranteed.

PSUs are simply RSUs with a performance-based vesting feature determined by the Company. Each PSU has a value equal to the Market Price (i.e. 5-day VWAP) of one Share on settlement of the PSU, and the number of PSUs to be awarded to the SCP Participant, the grant date, the performance cycle applicable to each PSU, the performance criteria that shall be used to determine the vesting of the PSUs, whether and to what extent dividend equivalents will be credited to a participant’s PSU account and such other terms are to be determined by the Board.

Options are rights to acquire Shares on payment of cash consideration (the exercise price) before the expiry date, subject to vesting criteria determined at the time of the award. Unlike Options, RSUs and PSUs do not require the payment of any monetary consideration to the Company. Instead, RSUs and PSUs represent the right to receive Shares, or a payment representing Shares, after meeting vesting criteria determined at the time of the award.

The Company believes the mix of these incentive formats provides the best vehicle to attract and retain employees. Through these incentive alternatives, NEOs are given an opportunity to participate in our future success and their interests are aligned with the interests of our shareholders. The Share Compensation Plan provides guidelines to the Board regarding the grant of Options, RSUs and PSUs. A summary of the key terms of K92’s new Share Compensation Plan is set out under the heading “Share Compensation Plan”.

K92 Mining | 2022 AGM Management Information Circular

Stock Options

Options link the interests of our NEOs to those of our shareholders and encourage our executives to execute strategic business goals and objectives designed to improve share price performance. Any value received from Options is dependent on an increase in the share price. Options are intended to advance the interests of the Company by encouraging the NEOs to acquire Shares to increase their proprietary interest in the Company and encourage them to remain associated with the Company.

Options under the Company’s former Stock Option Plan have historically vested in three tranches over a one-year period. Under the Share Compensation Plan, Options will vest in three tranches over three years, with one-third of the number of such Options vesting on each of the first, second and third anniversaries of the grant date, subject to the participant remaining eligible on the vesting date. All Options have a maximum term of five years. The long-term vesting and expiry schedule promotes continued efforts to return shareholder value, and acts as a retention tool.

The Compensation Committee administers the Share Compensation Plan. The Board, on the recommendation of the Compensation Committee, has the authority to grant Options. Options are normally awarded upon the commencement of an executive officer’s employment with the Company, with the size of the award determined by the level of the executive officer’s responsibility within the Company. The Board, on the recommendation of the Compensation Committee, has authority to make additional grants from time to time. When making decisions on the amount and frequency of the awards, the Compensation Committee considers: the individual’s level of ongoing responsibility within the Company, the executive’s performance, measurement against peers, the number of outstanding Options already granted to that individual, the value of the Options and the number of Options available for grant under the Share Compensation Plan.

In addition to determining the number of Options to be granted pursuant to the methodology outlined above, the Board, on the recommendation of the Compensation Committee, also makes the following determinations:

parties who are entitled to participate in the Stock Option Plan;
the exercise price, which can be no less than the market price (as defined in the TSX Company Manual);
the date on which each Option is granted;
the vesting period for each Option; and
the number of Options to be granted to each recipient.

The Board currently makes these determinations subject to and in accordance with the provisions of the Share Compensation Plan. The Board reviews and approves grants of Options recommended by the Compensation Committee from time to time during a financial year, as the Board considers appropriate.

Pursuant to the Share Compensation Plan, the aggregate number of Options outstanding at any one time may be no more than 7% of the number of issued and outstanding Shares.

During the fiscal year ended December 31, 2021, the following Option grants were awarded to the NEOs:

Table 2 – NEO 2021 Equity Awards

Name of NEO	Number Options Granted (#)	Option Exercise Price (CAN$)	Option Expiration Date	Fair Value of Options (US$)(1)
John Lewins	190,000	8.02	April 30, 2026	588,394
Justin Blanchet	100,000	8.02	April 30, 2026	309,681
David Medilek	100,000	8.02	April 30, 2026	309,681
Chris Muller	100,000	8.02	April 30, 2026	309,681
Warren Uyen	150,000	8.02	April 30, 2026	464,521

K92 Mining | 2022 AGM Management Information Circular

Note:

(1) The Company uses the Black-Scholes option pricing model for determining the fair value of Options issued at the grant date. The BlackScholes model was selected as it is a widely used financial method for determining the fair value of options. There is no certainty that the Options will be exercised and that the fair value as shown will be received by the NEO. The expected volatility is estimated based on the historic average share price volatility. The inputs used in the measurement of the fair value of the Options granted for the most recently completed financial years were: risk-free interest rate of 0.93%, expected life of Options of 4 years, annualized volatility of 63.45%, forfeiture rate of 2.21% and 0.0% dividend rate. Canadian Dollars are converted into US Dollars based on the average exchange rate reported by the Bank of Canada for 2021 of 0.7978.

Restricted Share Units (RSUs) and Performance Share Units (PSUs)

RSUs and PSUs are intended to be granted under the Share Compensation Plan and may be time-based (RSU) or performance-based (PSU). The Board considers that RSUs and PSUs are an appropriate way to attract and retain NEOs, as their value is tied to the performance of the Company relative to the wider industry over the applicable performance measurement periods. The Company believes its equity incentive plan provides executives an opportunity to build ownership in the business and align their interests with those of shareholders with consistent long-term performance. A description of the long-term incentive plan, including full details of the performance measures used, is set out under the heading “Share Compensation Plan” in this Information Circular.

The Compensation Committee will recommend RSU and PSU awards to the Board after considering input from management. In addition to the considerations discussed above under “Long-Term Equity Incentives”, the Compensation Committee will take into account the number of Options, RSUs and PSUs held by an NEO and the total number of equity compensation units outstanding in making recommendations to the Board for grants.

RSUs will vest over three years from the grant date, with 1/3 vesting 12 months from the date of grant, 1/3 vesting 24 months from the date of grant and 1/3 vesting 36 months from the date of grant. PSUs will vest, subject to the satisfaction of the performance criteria, at the end of the performance cycle (typically three years after the calendar year in which the PSUs were awarded). The number of PSUs that vest will depend on the Company’s performance against the performance criteria described in the grant notice. There is no pre-determined hold period that requires a holder to hold any Shares after an RSU or PSU has vested. Pursuant to the Share Compensation Plan, the combined aggregate number of RSUs and PSUs outstanding at any one time may be no more than 2% of the number of issued and outstanding Shares.

The allocation of Options, RSUs and PSUs has not yet been determined. Once the composition has been decided, the Compensation Committee will review the composition from time to time and may make changes as may be required.

RSUs or PSUs were not granted to NEOs in 2021 but have been granted in the 2022 fiscal year.

The Board has determined that the PSUs will vest over three years based on the Company’s three-year share price performance measured against exchange traded funds, GDX (60% weighting), and GDXJ (40% weighting).

LTI Measurement

Weight						Measurement
			Percent Paid

	>-10%	-10% to -1%	+/-1%	+10% to1%	>10%
60%	25%	75%	100%	125%	150%	Share price movement vs GDX movement
40%	25%	75%	100%	125%	150%	Share price movement vs GDXJ movement

K92 Mining | 2022 AGM Management Information Circular

Pension, Benefits and Perquisites

The Company does not currently have a defined pension plan or post-employment compensation and benefits in place for any of its employees. From time to time, the Compensation Committee reviews the Company’s benefit programs, to ensure continued alignment with market practices. The Company offers only limited perquisites to the NEOs, and only where the Compensation Committee, upon review of competitive practice from time to time, believes such perquisites are market competitive and promote the retention of the NEOs or promote the efficient performance of the NEOs’ duties. The Company does not believe that perquisites and benefits should represent a significant portion of the compensation package for NEOs.

For the NEOs who are residents of Australia, for the purposes of taxation, the Company makes superannuation guarantee payments on behalf of the NEOs. In Australia, employers are required to make a payment known as a “superannuation guarantee” to a complying fund on behalf of permanent resident employees. The minimum contribution was 9.5% of an employee’s base salary from January 1, 2021 to June 30, 2021, and 10.0% of an employee’s base salary from July 1, 2021 to December 31, 2021. The complying funds are selected by the employees and are not administered by the Company. The superannuation guarantee payments made on behalf of the Company’s NEOs in 2021 range from AUS $25,000 to AUS $31,000 per year.

Changes to the Security-Based Compensation Arrangements

During 2021, the Board, on the recommendation of the Compensation Committee and its independent consultants, Korn Ferry, approved a change in the Company’s compensation program. As a result, a new Share Compensation Plan has been approved by the Board to replace the Stock Option Plan that was previously approved by shareholders. The Share Compensation Plan is a “rolling plan” and was approved by the shareholders in 2021. Pursuant to the Share Compensation Plan, the following material changes were made to the Company’s approach to security-based compensation arrangements:

in addition to Options, the Company is authorized to award RSUs and PSUs to eligible officers, employees, consultants and directors in a combination to be determined by the Board;
non-employee directors are no longer be eligible for awards of Options unless the options are granted in lieu of directors’ fees and are valued at no more than $100,000 in a 12-month period;
the maximum total annual grant value of equity awards to non-employee directors is $150,000 per director, as of the grant date, of which a maximum $100,000 may be in the form of Options;
the aggregate number of Shares that may be issuable pursuant to Options, RSUs and PSUs (together with any other Shares issuable pursuant to other security-based compensation arrangements of the Company) may not, subject to the below, exceed 9% of the number of outstanding Shares, calculated at the time of grant;
subject to the below, the aggregate number of Shares that may be issuable pursuant to RSUs and PSUs may not exceed 2% of the number of outstanding Shares at the time of grant;
RSUs and PSUs may be awarded in excess of the limitations set forth in the preceding two bullet points, provided such RSUs and PSUs can only be settled through purchases of Shares on the open market;
the aggregate number of Shares that may be issuable pursuant to Options may not exceed 7% of the number of outstanding Shares at the time of grant;
Options will vest and become exercisable as to 1/3 of the number of Shares on each of the first, second and third anniversary dates of the grant; and
all Options, RSUs and PSUs are subject to cancellation, rescission or forfeiture in accordance with the Company’s Clawback Policy.

In 2022, the Company established minimum Share Ownership Requirements for our executives and directors. See “Board Share Ownership” and “Equity Share Ownership Requirements” for details on the equity ownership requirement quantities and timelines.

K92 Mining | 2022 AGM Management Information Circular

Performance Graph

The following graph compares the cumulative total return for $100 invested in Shares on the TSX on December 31, 2016, with the cumulative total return of the S&P/TSX Composite Index and the S&P/ TSX Global Gold Index for the five most recently completed financial years. In 2019 and 2020, the Company’s share price has grown considerably and outperformed the Indexes over the period until the date of this Statement of Executive Compensation.

- $200.00 $400.00 $600.00 $800.00 $1,000.00 $1,200.00 $1,400.00 $1,600.00 $1,800.00 2017-12			2018-12 2019-06 2019-12 2020-06 2020-12 2021-06 2021-12 S&P/TSX Composite Index S&P/TSX Global Gold Index
		K92
		2018-06
2017 2018 2019 2020 2021 K92 Mining Inc. $100.00 $155.56 $533.33 $1,409.26 $1,331.48 S&P/TSX Composite Index $100.00 $88.36 $105.27 $107.55 $130.93 S&P/TSX Global Gold Index $100.00 $95.57 $133.68 $161.37 $149.39 Share price at December 31 ($CAN) $0.54 $0.84 $2.88 $7.61 $7.19 Executive Compensation Paid ($000) $917 $853 $2,565 $5,813 $4,801

During 2017, K92’s share price performed close to the S&P/TSX Composite Index and the S&P/TSX Global Gold Index. Since the beginning of 2019, the Company developed significantly, and the Company’s share price has well outperformed both indexes on the strength of successful operational results, significant growth in cash flow, a strong balance sheet and an underlying positive gold price environment. NEO compensation levels are generally in line with the Company’s performance, with shareholder returns, and with peers, and are sufficient for the Board to conclude that the compensation strategy is working effectively for shareholders and for the NEOs.

Our share price has also outperformed several peers in the last 36 months due to positive exploration and expansion results, and a supportive underlying gold price environment; performance over the last twelve months has been broadly in line with peers. The price of gold is largely determined by global demand and supply, which is driven by geopolitical and economic events. The price of gold per ounce has increased from $1,325 on December 22, 2017, to $1,820 on December 31, 2021.

Although gold price does have a significant influence on our share price, K92 executives are focused creating longterm value for shareholders rather than short-term fluctuations in share price, and our compensation policies reflect that focus. The Company has grown significantly over the past five years and the increases in executive compensation over the same period reflect this growth.

K92 Mining | 2022 AGM Management Information Circular

Executive Share Ownership Policy

The Company has a Share Ownership Policy that requires executive officers to own minimum values of common shares of the Company, based on fair market value. The equity ownership guidelines are intended to reinforce our focus on the long-term and align business decisions of the executives with shareholders’ interests. The Share Ownership Policy requires: (i) the CEO, CFO and the Senior Vice Presidents to maintain minimum share ownership value of at least three times their annual base salary; and (ii) other Vice Presidents to maintain minimum common share ownership having an aggregate value of at least one times their annual base salary.

The applicable level of share ownership is required to be achieved in five years from the later of February 2027 or the date the executive is appointed to their position. The aggregate value of Shares, RSUs and PSUs are used in the share ownership value calculations. If a, executive’s base salary increases, they will have two years from the time of the increase to acquire any additional Shares that may be required to comply with the policy.

Once an executive’s level of Share ownership requirement is met, executives are expected to maintain such levels for the remainder of their tenure and for at least one fiscal quarter following departure from the Company.

The table below summarizes the share ownership levels of the NEOs as at December 31, 2021:

Table 3 – Share Ownership Guidelines

Name and Position	Share Ownership Guideline as Multiple of Base Salary					Share Ownership Guideline Value(1) $	Meets Guidelines	Target Date to Meet Guidelines
			HOLDINGS
		Common Shares #	RSUs #	PSUs #	Value of Holdings(1) $
John Lewins CEO and Director	3X Salary	2,869,000	-	-	16,271,453	1,800,000	
Justin Blanchet CFO	3X Salary	85,000	-	-	482,075	851,904	No	Feb 2027
Warren Uyen Senior VP	3X Salary	153,800	-	-	872,272	1,045,584	No	Feb 2027
David Medilek Vice President	1X Salary	-	-	-	-	283,968	No	Feb 2027
Christopher Muller Vice President	1X Salary	150,000	-	-	850,721	206,0671	No	Feb 2027

(1) Value calculated using the closing price of the Company’s Shares on the TSX on December 31, 2021, of $7.19. Canadian dollars are converted to US dollars at CDN$1.00 = US$0.7888 and Australian dollars are converted to US dollars at AUS$1.00 = US$0.7261, the Bank of Canada exchange rates on December 31, 2021.

Summary Compensation Table

The following table sets forth the compensation paid or payable, directly or indirectly, by or on behalf of the Company during the three most recently completed financial years ended December 31, 2021, 2020 and 2019 to its NEOs (and those individuals who would have been NEOs but for the fact that such individuals were not executive officers of the Company as at the end of that year):

K92 Mining | 2022 AGM Management Information Circular

Table 4 – Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Share- based Awards (5) ($)	Option- based Awards(5) ($)	Non-equity Incentive Plan Compensation ($)	Non-equity Incentive Plan Compensation ($)	Pension Value ($)	All other Compensation(6) ($)	Total Compensation ($)
					Annual Incentive Plans	Long-term Incentive Plans
John Lewins CEO	2021 2020 2019	600,000 516,670 430,800	- N/A N/A	588,394 1,667,011 480,615	385,500 188,368 175,718	- - -	N/A N/A N/A	Nil Nil Nil	1,573,894 2,372,048 1,087,133
Justin Blanchet(1) CFO	2020 2019	287,207 199,584 163,080	- N/A N/A	309,681 455,779 172,087	157,964 51,792 42,597	- - -	N/A N/A N/A	Nil Nil Nil	754,852 707,155 377,764
Warren Uyen(2) Senior VP Operations	2021 2020 2019	367,816 283,187 278,200	- N/A N/A	464,521 700,533 218,170	244,180 141,022 47,434	- - -	N/A N/A N/A	22,988 21,226 20,865	1,099,506 1,145,968 564,669
David Medilek(1) (3) VP Business Development and IR	2021 2020 2019	287,208 223,860 102,993	- N/A N/A	309,681 700,533 148,838	189,557 89,544 22,608	- - -	N/A N/A N/A	Nil Nil Nil	786,446 1,013,937 274,440
Chris Muller(4) VP Exploration	2021 2020 2019	216,014 183,036 182,777	- N/A N/A	309,681 315,672 34,666	41,536 58,402 27,826	- - -	N/A N/A N/A	18,941 16,809 15,857	586,172 573,918 261,126

Notes:

(1) Mr. Blanchet’s and Mr. Medilek’s salaries are paid in Canadian Dollars and converted into US Dollars on this table based on the average exchange rate for 2021 of 0.7978, for 2020 of 0.7462, and for 2019 of 0.7536.
(2) Mr. Uyen was appointed Senior Vice President Operations on May 27, 2019. Mr. Uyen’s salary is paid in Australian Dollars and is converted into US Dollars on this table based on the average exchange rate for 2021 of 0.7481, for 2020 of 0.6907 and for 2019 of 0.6955.
(3) Mr. Medilek was appointed Vice President Business Development and Investor Relations on June 6, 2019.
(4) Mr. Muller’s salary is paid in Australian Dollars and is converted into US Dollars on this table based on the average exchange rate for 2021 of 0.7481, for 2020 of 0.6907, and for 2019 of 0.6955.
(5) The Company uses the Black-Scholes option pricing model for determining the fair value of Options issued at the grant date. The BlackScholes model was selected as it is a widely used financial method for determining the fair value of Options. There is no certainty that the Options will be exercised and that the fair value as shown will be received by the NEO. The expected volatility is estimated based on the historic average share price volatility. The inputs used in the measurement of the fair value of the Options granted for the three most recently completed financial years were as follows:

FOR THE YEAR ENDED	December 31, 2021	December 31, 2020	December 31, 2019
Risk-free interest rate	0.93%	0.70%	1.51%
Expected life of Options	4.0 years	4.0 years	4.0 years
Annualized volatility	63.45%	66.13%	62.96%
Dividend rate	0.00%	0.00%	0.00%
Forfeiture rate	2.21%	2.01%	1.29%

(6) Represents Australian superannuation guarantee payments. Australian Dollars are converted into US Dollars based on the average exchange for 2021 of 0.7481, for 2020 of 0.6907, and for 2019 of 0.6955.

Employment, Consulting and Management Agreements

Set out below are the contracts, agreements, plans or arrangements that provide for payments to the Named Executive Officers at, following or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, a Change of Control or a change in the NEO’s responsibilities, into which the Company has entered.

K92 Mining | 2022 AGM Management Information Circular

John Lewins (CEO and Director)

As Chief Executive Officer, Mr. Lewins is responsible for leadership and overall management of the Company, including developing and executing current and long-term objectives, delivering strong results, fostering a highperformance culture consistent with K92’s values, and acting as a key corporate representative in dealing with stakeholder groups.

The Company entered into a consulting agreement (the “ CEO Agreement ”) with Mr. Lewins, pursuant to which Mr. Lewins is entitled to receive a base salary, bonus and equity compensation. The CEO Agreement is subject to an annual review by the Compensation Committee, which may recommend to the Board to increase the base salary or revise other compensation. Effective January 1, 2019, the base salary consisted of a monthly fee of US $35,840 (the “ CEO Fee ”). The CEO Fee was increased by the Board to US $41,667 effective January 1, 2020. Effective November 1, 2020, on the recommendation of the Compensation Committee and with consultation of the independent compensation advisors, the Board approved an increase of the CEO Fee to US$50,000 in recognition of his contribution to the record performance of the Company and to bring his base salary in line with the Company’s peers. Effective January 1, 2022, on the recommendation of the Compensation Committee, the Board increased the CEO fee to $52,500.

Pursuant to the CEO Agreement, Mr. Lewins is entitled to a bi-annual bonus equal to up to 100% of the CEO Fees paid, based on certain KPIs of the Company if the Board, on the recommendation of the Compensation Committee, determines that the applicable business performance objectives established by the Board or the Compensation Committee, have been met. The KPIs include the Company’s performance in the areas of safety, capital, production, operating costs, capital costs, ESG, growth and organizational efficiency. See a full description of the short-term bonus under the heading “Short-term Annual Bonus Incentives”.

In the event of a termination without cause, Mr. Lewins would be entitled to receive a lump sum payment of (a) the equivalent of 12 times the CEO Fee; (b) an amount equal to the bi-annual bonus payment that would have been payable for achieving KPIs, had he worked to the end of the applicable six-month period prior to termination; and (c) other sums owed for arrears of base salary and expenses properly incurred.

In the event of a termination after a Change of Control, where the CEO Agreement is terminated other than for cause in the twelve-month period following the Change of Control, Mr. Lewins would be entitled to receive a lump sum payment equal to twenty-four times the CEO Fee, an amount equal to 100% of the STI bonus that would be payable if all conditions were fully met during the prior twenty-four months, plus other sums owed for arrears of compensation. In addition, all unexercised LTI awards held by Mr. Lewins at the time of such termination, would immediately vest and become exercisable upon the termination of the CEO Agreement.

Justin Blanchet (CFO)

As CFO, Mr. Blanchet is responsible for financial reporting, taxation, financial compliance, overseeing internal controls, treasury, financial risk management. Mr. Blanchet is a key representative with our banks and financiers.

The Company entered into a consulting agreement (the “ CFO Agreement ”) with Mr. Blanchet, pursuant to which Mr. Blanchet is entitled to receive a base salary, bonus and equity compensation. The CFO Agreement is subject to an annual review by the Compensation Committee (on the recommendation of the CEO), which may recommend to the Board an increase of the base salary or revise other compensation. Effective April 1, 2019, Mr. Blanchet’s base salary comprised a monthly fee of US $15,120 (the “ CFO Fee ”). Effective January 1, 2020, the CFO fee was increased to US $16,632, and effective November 1, 2020, on the recommendation of the Compensation and Benefits Committee and with consultation of the independent compensation advisors, the Board approved an increase of the CFO Fee to CAN $30,000 (US$23,934). Effective January 1, 2022, on the recommendation of the Compensation Committee, the Board increased the CFO fee to CAN $31,500 (US $24,847).

K92 Mining | 2022 AGM Management Information Circular

Pursuant to the CFO Agreement, Mr. Blanchet is entitled to a bi-annual bonus equal to up to 100% of the CFO Fees paid, based on certain KPIs of the Company if the Board, on the recommendation of the Compensation Committee, determines that the applicable business performance objectives established by the Board or the Compensation Committee, have been met. The KPIs include the Company’s performance in the areas of safety, capital, production, operating costs, capital costs, ESG, growth and organizational efficiency. See a full description of the short-term bonus under the heading “Short-term Annual Bonus Incentives”.

In the event of a termination without cause, Mr. Blanchet is entitled to receive a lump sum payment (a) equivalent to 12 months of the CFO Fee; and (b) other sums owed for arrears of the CFO Fee and expenses properly incurred.

In the event of a termination after a Change of Control, where the CFO Agreement is terminated other than for cause in the twelve-month period following the Change of Control, Mr. Blanchet would be entitled to receive a lump sum payment equivalent to twenty-four times the CFO Fee, plus other sums owed for arrears of compensation; and (b) an amount equal to 100% of the bi-annual bonus which would be payable if all conditions of the KPIs were fully met during the twenty-four months, at the time of termination. In addition, all unexercised Options, RSUs and PSUs held by Mr. Blanchet at the time of such termination, would immediately vest and become fully exercisable upon the termination of the CFO Agreement.

Warren Uyen (Senior Vice President, Operations)

As Senior Vice President, Operations Mr. Uyen is responsible for mining operations at the Kainantu Gold Mine, coordinating Government and external affairs activities, community relations and project development.

The Company entered into an employment agreement (the “ VP Operations Agreement ”) with Mr. Uyen, pursuant to which Mr. Uyen is entitled to receive a base salary, superannuation guarantee payments and equity compensation. The VP Operations Agreement is subject to an annual review by the Compensation Committee (on the recommendation of the CEO), which may recommend to the Board an increase of the base salary or revise other compensation. Effective May 27, 2019, Mr. Uyen was appointed Senior Vice President Operations and his annual base salary was AUS $370,000 (the “ VP Operations Fee ”). Effective January 1, 2020, the VP Operations fee was increased to AUS $410,000 in recognition of increased responsibilities, among other factors. Effective November 1, 2020, on the recommendation of the Compensation Committee and with consultation of the independent compensation advisors, the Board approved an increase of the VP Operations Fee to AUS $480,000 per year. Effective January 1, 2022, on the recommendation of the Compensation Committee, the Board increased the VP Operations fee to AUS $504,000. Mr. Uyen is also entitled to AUS $27,500 in superannuation guarantee payments.

Pursuant to the VP Operations Agreement, Mr. Uyen is entitled to a bi-annual bonus equal to up to 100% of the VP Operations Fees paid, based on certain KPIs of the Company if the Board, on the recommendation of the Compensation Committee, determines that the applicable business performance objectives established by the Board or the Compensation Committee, have been met. The KPIs include the Company’s performance in the areas of safety, capital, production, operating costs, capital costs, ESG, growth and organizational efficiency. See a full description of the short-term bonus under the heading “Short-term Annual Bonus Incentives”.

In the event of a termination without cause, Mr. Uyen is entitled to receive a lump sum payment (a) equivalent to six months of the VP Operations Fee; and (b) other sums owed for arrears of the VP Operations Fee and expenses properly incurred. In the event of a termination after a Change of Control, where the VP Operations Agreement is terminated other than for cause in the twelve-month period following the Change of Control, Mr. Uyen would be entitled to receive a lump sum payment equivalent to twelve months of the VP Operations Fee, an amount equal to 100% of the STI bonus that would be payable if all conditions were fully met during the prior twelve months, plus other sums owed for arrears of compensation. In addition, all unexercised Options, RSUs and PSUs held by Mr. Uyen at the time of such termination, would immediately vest and become fully exercisable upon the termination of the VP Operations Agreement.

K92 Mining | 2022 AGM Management Information Circular

David Medilek (Vice President, Business Development and Investor Relations)

As Vice President, Business Development and Investor Relations, Mr. Medilek is responsible for the Company’s business development activities, identifying, evaluating, and advancing growth opportunities and working with the other executives in developing the Company’s corporate strategy.

The Company entered into an employment agreement (the “ VP BD Agreement ”) with Mr. Medilek, pursuant to which Mr. Medilek is entitled to receive a base monthly salary (the “ VPBD Fee ”), a bonus and equity compensation. The VP BD Agreement is subject to an annual review by the Compensation Committee (on the recommendation of the CEO), which may recommend to the Board an increase of the base salary or revise other compensation. Effective June 6, 2019, the VPBD Fee was CAN $20,000 per month. Effective January 1, 2020, the VPBD fee was increased to CAN $24,000, and effective November 1, 2020, on the recommendation of the Compensation Committee and with consultation of the independent compensation advisors, the Board approved an increase of the VPBD Fee to CAN $30,000 per month. Effective January 1, 2022, on the recommendation of the Compensation Committee, the Board increased the VPBD Fee to $31,500.

Pursuant to the VP BD Agreement, Mr. Medilek is entitled to a bi-annual bonus equal to up to 100% of the VPBD Fees paid, based on certain KPIs of the Company if the Board, on the recommendation of the Compensation Committee, determines that the applicable business performance objectives established by the Board or the Compensation Committee, have been met. The KPIs include the Company’s performance in the areas of safety, capital, production, operating costs, capital costs, ESG, growth and organizational efficiency. See a full description of the short-term bonus under the heading “Short-term Annual Bonus Incentives”.

In the event of a termination without cause, Mr. Medilek is entitled to receive a lump sum payment (a) equivalent to 3 months of the VPBD Fee; (b) an amount equal to the bi-annual bonus payment that would have been payable for achieving KPIs, had he worked to the end of the applicable six-month period prior to termination; and (c) other sums owed for arrears of the VPBD Fee and expenses properly incurred.

In the event of a termination after a Change of Control (as defined above), where the VP BD Agreement is terminated other than for cause in the twelve-month period following the Change of Control, Mr. Medilek would be entitled to receive a lump sum payment equivalent to twenty-four times the VPBD Fee, an amount equal to 100% of the STI bonus that would be payable if all conditions were fully met during the prior twenty four months, at the time of termination plus other sums owed for arrears of compensation. In addition, all unexercised Options, RSUs and PSUs held by Mr. Medilek at the time of such termination, would immediately vest and become fully exercisable upon the termination of the VP BD Agreement.

Christopher Muller (Vice President, Exploration)

As Vice President, Exploration, Mr. Muller is responsible for coordination of the activities of the Company in the areas of Exploration and for promoting the interests and operations of the Company in Papua New Guinea.

The Company entered into an employment agreement effective (the “ VP Exploration Agreement ”) with Mr. Muller, pursuant to which Mr. Muller is entitled to receive a base salary (the “ VP Exploration Fee ”) superannuation guarantee contributions of AUS $22,800 and equity compensation. The VP Exploration Agreement is subject to an annual review by the Compensation Committee (on the recommendation of the CEO), which may recommend to the Board an increase of the base salary or revise other compensation. Effective July 1, 2019, the VP Exploration Fee was AUS $240,000. Effective January 1, 2020, the VP Exploration fee was increased to AUS $264,000 and the superannuation contributions were increased to AUS $25,000. Effective January 1, 2021, on the recommendation of the Compensation Committee and with consultation of the independent compensation advisors, the Board approved an increase of the VP Exploration Fee to AUS $283,800 per year. Effective January 1, 2022, on the recommendation of the Compensation Committee, the Board increased the VP Exploration Fee to AUS $297,990.

Pursuant to the VP Exploration Agreement, Mr. Muller is entitled to a bi-annual bonus equal to up to 30% of the VP Exploration Fees paid, based on certain KPIs of the Company if the Board, on the recommendation of the CEO and

K92 Mining | 2022 AGM Management Information Circular

Compensation Committee, determines that the applicable business performance objectives established by the Board or the Compensation Committee, have been met. The KPIs include the Company’s performance in the areas of safety, capital, production, operating costs, capital costs, ESG, growth and organizational efficiency. See a full description of the short-term bonus under the heading “Short-term Annual Bonus Incentives”.

In the event of a termination without cause, Mr. Muller is entitled to receive a lump sum payment (a) equivalent to three months of the VP Exploration Fee; and (b) other sums owed for arrears of the VP Exploration Fee and expenses properly incurred. In the event of a termination after a Change of Control (as defined above), where the VP Exploration Agreement is terminated other than for cause in the nine-month period following the Change of Control, Mr. Muller would be entitled to receive a lump sum payment equivalent to twelve months of the VP Exploration Fee, plus other sums owed for arrears of compensation. In addition, all unexercised Options, RSUs and PSUs held by Mr. Muller at the time of such termination, would immediately vest and become fully exercisable upon the termination of the VP Exploration Agreement.

Termination and Change of Control Benefits

Details on payments to each NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a Change of Control or a change in the NEO’s responsibilities, pursuant to each NEO contract, agreement, plan or arrangement are described under the heading, “Employment, Consulting and Management Agreements” .

For illustrative purposes if an NEO had been terminated without cause or notice on December 31, 2021, the applicable compensation period, and the amounts payable for base salary and notice are shown in the following table.

Table 5 – Amounts Payable to NEOs on Termination Without Cause

Name of NEO	Fee Entitlement $	Bonus Entitlement $	Total Payment(1) $
John Lewins, CEO	12 x monthly fee - 600,000	Bonus for 6-month period - 300,000	900,000
Justin Blanchet, CFO	12 x monthly fee – 283,968	Nil	283,968
David Medilek, VP BD	3 x monthly fee – 70,992	Bonus for 6-month period – 141,984	212,976
Christopher Muller, VP Exp	3 x monthly fee – 51,517	Nil	51,517
Warren Uyen, Snr VP Ops	3 x monthly fee – 87,132	Nil	87,132

(1) In determining the value, Canadian Dollars are converted to US Dollars at CDN$1.00 = US$0.7888 and Australian Dollars are converted to US Dollars at AUD$1.00 = US$0.7261, the Bank of Canada exchange rate on December 31, 2021.

For illustrative purposes, if an NEO had been terminated as a result of a Change of Control and resulting termination on December 31, 2021, the applicable compensation periods and amounts of base salary and bonus, and the value of accelerated options vested as of that date are shown in the following table.

K92 Mining | 2022 AGM Management Information Circular

Table 6 – Amounts Payable to NEOs on Change of Control

Name of NEO	Fee Entitlement $	Bonus Entitlement $	Total Payment(1) $	Option-Based Awards – Value Vested(2)
John Lewins	24 x monthly fee - 1,200,000	Nil	1,200,000	Nil
Justin Blanchet	24 x monthly fee - 567,936	24 x monthly fee - 567,936	1,135,872	Nil
David Medilek	24 x monthly fee - 567,936	Nil	567,936	Nil
Christopher Muller	12 x monthly fee – 206,067	Nil	206,067	Nil
Warren Uyen	12 x monthly fee – 348,528	Nil	348,528	Nil

Notes:

(2) Calculated by subtracting the respective Option exercise price from the closing price of K92’s Shares on the TSX on December 31, 2021, of CAN$7.19, and multiplying by the number of Options subject to accelerated vesting.

Incentive Plan Awards

Incentive Plan Awards – Value Vested or Earned During the Year

The following table includes the amount of variable compensation that vested and was paid to the NEOs during the year ended December 31, 2021, including payments the NEOs received as a result of vested Options and cash bonuses related to the 2020 and 2021 performance years.

Table 7 – Incentive Plan Awards - Value Vested or Earned During the Year

Name of NEO	Option-based Awards – Value Vested During the Year ($)(1) (2) (3)		Non-equity Incentive Plan Compensation – Value Earned During the Year ($)(4)
		Share-based Awards –
		Value Vested During the Year
		($)
John Lewins	399,387	Nil	385,500
Justin Blanchet	81,325	Nil	157,964
David Medilek	84,221	Nil	189,557
Chris Muller	64,481	Nil	41,536
Warren Uyen	84,221	Nil	244,180

Notes:

(1) This represents the aggregate dollar value that would have been realized if the Options vested during the year under the option-based award had been exercised on the vesting date. The aggregate dollar value is calculated as the difference between the closing price of the Shares on the TSX on the Option vesting date and the exercise price of the Option. In determining the value, Canadian Dollars are converted to US Dollars using the average exchange rate for 2021 of 0.7978.

(2) Option awards were subject to vesting in equal installments on each of the date of grant, 6 months from the grant date and 12 months from the date of grant.
(3) Options that vested were granted on January 31, 2020 (exercise price of $3.85), August 17, 2020 (exercise price of $7.25), October 7, 2020 (exercise price of $6.73) and April 30, 2021 (exercise price $8.02). All exercise prices were equal to the closing price of the Shares on the TSX on the date of grant.
(4) Amounts shown represent annual short-term cash incentives awarded in 2021 for one 2021 bi-annual payment and one 2020 bi-annual payment.

K92 Mining | 2022 AGM Management Information Circular

Outstanding Share-based Awards and Option-Based Awards

The following table sets out all share-based awards and option-based awards granted to the NEOs and outstanding as at December 31, 2021.

Table 8 – Outstanding NEO Share-Based Awards and Option-Based Awards

Name of NEO						Share-based Awards
			Option-based Awards
	Number of Securities Underlying Unexercised Options(1) (2) (#)	Option Exercise Price (CAN$)	Option Grant Date	Option Expiry Date	Value of Unexercised In-the-Money Options (US$)(3)	Number of Shares or Units of Shares
John D. Lewins CEO and Director	400,000 225,000 500,000 300,000 500,000 190,000	0.65 1.67 1.92 3.85 6.73 8.02	Oct 23, 2017 May 30, 2019 Sept 16, 2019 Jan 31, 2020 Oct 7, 2020 April 30, 2021	Oct 23, 2022 May 30, 2024 Sept 16, 2024 Jan 31, 2025 Oct 7, 2025 April 30, 2026	2,063,501 979,690 2,078,488 790,378 181,424 -	Nil
Justin Blanchet CFO	200,000 100,000 100,000 225,000 55,000 60,000 150,000 100,000	0.65 0.85 0.74 1.67 1.92 3.85 6.73 8.02	Oct 23, 2017 April 30, 2018 Nov 19, 2018 May 30, 2019 Sept 16, 2019 Jan 31, 2020 Oct 7, 2020 April 30, 2021	Oct 23, 2022 April 30, 2023 Nov 19, 2023 May 30, 2024 Sept 16, 2024 Jan 31, 2025 Oct 7, 2025 April 30, 2026	1,031,750 500,099 508,776 979,690 228,634 158,076 54,427 -	Nil
David Medilek VP Business Development & IR	250,000 60,000 250,000 100,000	1.67 3.85 6.73 8.02	May 30, 2019 Jan 31, 2020 Oct 7, 2020 April 30,2021	May 30, 2024 Jan 31, 2025 Oct 7, 2025 April 30,2026	1,088,544 158,076 90,712 -	Nil
Christopher Muller VP Exploration	50,000 48,000 100,000 100,000	1.92 3.85 6.73 8.02	Sept 16, 2019 Jan 31, 2020 Oct 7, 2020 April 30,2021	Sept 16, 2024 Jan 31, 2025 Oct 7, 2025 April 30,2026	207,849 126,460 36,285 -	Nil
Warren Uyen Senior VP Operations	250,000 100,000 60,000 250,000 150,000	1.67 1.92 3.85 6.73 8.02	May 30, 2019 Sept 16, 2019 Jan 31, 2020 Oct 7, 2020 April 30, 2021	May 30, 2024 Sept 16, 2024 Jan 31, 2025 Oct 7, 2025 April 30, 2026	1,088,544 415,698 158,076 90,712 -	Nil

Notes:

(1) Option awards vested in equal installments on each of the date of grant, 6 months from the grant date and 12 months from the grant date.

(2) The exercise price of Options granted is equal to the closing price the Shares on the TSX on the date of grant.

(3) Calculated by subtracting the respective Option exercise price from the closing price of K92’s Shares on the TSX on December 31, 2021, of CAN$7.19, and multiplying by the number of Options outstanding. In determining the value, Canadian Dollars are converted to US Dollars at 0.7888, the Bank of Canada exchange rate on December 31, 2021. The actual gain, if any, on exercise of the options, will depend on the price of K92’s Shares on the date of exercise.

K92 Mining | 2022 AGM Management Information Circular

Options Exercises

Details regarding Options exercises by the NEOs during the financial year ended December 31, 2021 are shown in the following table.

Table 9 – Options Exercised by NEOs in 2021

Name of NEO	Number of Underlying Shares Exercised #	Exercise Price per Share CAN$	Date of Exercise	Closing Price per Share on Date of Exercise CAN$	Difference Between Exercise Price and Closing Price on Date of Exercise CAN$	Total Value on Exercise Date CAN$
John D. Lewins CEO and Director	500,000	1.00	Nov 17, 2021	8.49	7.49	3,745,000
Justin Blanchet CFO	50,000	0.65	Oct 21, 2021	6.98	6.33	316,500
David Medilek VP Business Development and IR	Nil	N/A	N/A	N/A	N/A	N/A
Christopher Muller VP Exploration	Nil	N/A	N/A	N/A	N/A	N/A
Warren Uyen Senior VP Operations	Nil	N/A	N/A	N/A	N/A	N/A

Share Compensation Plan

Summary

In 2021, the Board, on the recommendation of the Compensation Committee approved the Share Compensation Plan to replace the Stock Option Plan to better align the interests of the directors and management with the longterm interests of the shareholders and to be consistent with its peers. The principal terms of the current Stock Option plan are described under the heading “Stock Option Plan” .

The Share Compensation Plan is a 9% rolling plan pursuant to which the number of Shares that may be issuable pursuant to Options, RSUs and PSUs granted under the Share Compensation Plan, together with Shares issuable under any other share-based compensation arrangements of the Company and its subsidiaries, is a maximum of 9% of the issued and outstanding Shares at the time of the grant, of which the number of Shares issuable pursuant to RSUs or PSUs, on an aggregated basis, may not exceed 2% of the outstanding Shares at the time of grant and the number of Shares issuable pursuant to Options, on an aggregated basis, may not exceed 7% of the outstanding Shares at the time of grant. The Company may grant RSUs and PSUs that exceed this limitation provided such RSUs and PSUs can only be settled through purchases in the open market.

The Share Compensation Plan provides participants (each, an " SCP Participant ") with the opportunity, through Options, RSUs and PSUs, to acquire an ownership interest in the Company. The value of RSUs and PSUs will rise and fall based on the trading price of the Shares.

The purpose of the Share Compensation Plan is to attract, retain and motivate the directors, officers, employees and consultants of the Company and to advance the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through issuances of Options, RSUs and PSUs. This equity interest will align their interests with shareholders and to enhance the Company’s ability to attract, retain and motivate key personnel and directors.

K92 Mining | 2022 AGM Management Information Circular

Exchange Approval

The TSX requires that compensation plans such as the Company’s Share Compensation Plan must receive approval by the shareholders every three years. Thereafter, notice of Options granted, cancelled and exercised under the plan must be given to the TSX.

Any amendments to the Share Compensation Plan must be approved by any stock exchange on which the Shares are listed and, if necessary, approval by the Disinterested Shareholders of the Company obtained prior to becoming effective.

“Approval by the Disinterested Shareholders” means approval by a majority of votes cast by all shareholders at the Meeting, excluding votes attached to Shares owned by Insiders of the Company to whom Options, RSUs or PSUs may be granted pursuant to the Share Compensation Plan, and their associates.

Options Outstanding

As of May 20, 2022, there were 9,940,850 Options outstanding under the Stock Option Plan, representing approximately 4.4% of the outstanding Shares, leaving 5,936,966 Options that could be issued under the Share Compensation Plan, representing approximately 2.6% of the outstanding Shares.

MATERIAL TERMS

Following are the material terms and conditions of the Share Compensation Plan. The full text of the Share Compensation Plan is available on the Company’s website at www.k92mining.com or by request to the Company.

Maximum Shares Issuable

Maximum - Except as noted below, the maximum aggregate number of Shares that may be issuable is 9% of the number of issued and outstanding Shares, together with those Shares issuable pursuant to any other share-based compensation arrangements of the Company, calculated at the time of grant.

Options - The maximum number of Shares issuable pursuant to Shares underlying Options is an aggregate 7% of the issued and outstanding Shares, together with those Shares issuable pursuant to Options issued pursuant to any other share-based compensation arrangements of the Company, calculated at the time of grant.

RSUs and PSUs - Except as noted below, the maximum number of Shares issuable pursuant to Shares underlying RSUs and PSUs is an aggregate 2% of the issued and outstanding Shares, calculated at the time of grant. As of the date of this Information Circular, the aggregate number of Shares that may be issued pursuant to grants of RSUs and PSUs is 4,536,519.

Exceptions - RSUs and PSUs may be awarded in excess of the limitations set forth in the preceding two bullet points, provided such RSUs and PSUs can only be settled through purchases of Shares on the open market

Eligibility

The following people are eligible to participate in the Share Compensation Plan: any director, officer, or employee of the Company or any of its subsidiaries and any consultant who is eligible to receive awards under the Share Compensation Plan, and solely for purposes of the grant of:

RSUs and PSUs - RSUs and PSUs may be granted to any of the directors, officers, employees or permitted consultants (SCP Participants) of the Company or those of our subsidiaries.

Options - Options may be granted to any of the employee directors (on a limited basis), officers, employees or permitted consultants of the Company or those of our subsidiaries.

K92 Mining | 2022 AGM Management Information Circular

Administration

The Share Compensation Plan is administered by the Board, or, if the Board so elects, the Compensation Committee (the “ SCP Administrator ”). The SCP Administrators determine the eligibility of persons to participate in the Share Compensation Plan, when Options, RSUs and PSUs will be awarded or granted, the number of Options, RSUs and PSUs to be awarded or granted, the vesting criteria for each award of RSUs and grant of Options, the exercise price of Options, and all other terms and conditions of each award and grant, all in accordance with the provisions of the Share Compensation Plan and applicable securities laws and stock exchange requirements.

Limits

Other than set forth below, when combined with the Company’s other security-based compensation arrangements, the aggregate number of Shares issuable may not exceed 9% of the number of issued Shares, calculated on the date of grant or issuance.
When combined with the Company’s other share-based compensation arrangements, unless approved by a majority of the disinterested shareholders of the Company:
the aggregate number of Shares issuable Insiders and their associates within any one year period, and issuable to Insiders at any time, may not exceed 9% of the outstanding Shares, calculated at the time of grant;
the number of Shares issuable pursuant to RSUs or PSUs, on an aggregated basis, may not exceed 2% of the outstanding Shares at the time of grant;
the number of Shares issuable pursuant to Options, on an aggregated basis, may not exceed 7% of the outstanding Shares at the time of grant; and
the aggregate number of Shares issuable pursuant to any Option, RSU or PSU Awards under the Plan to any one non-employee director within a one-year period may not exceed an Award value of $150,000 per such non-employee director, of which no more than $100,000 may comprise Options, based on a generally accepted valuation method acceptable to the Board.
RSUs and PSUs may be awarded in excess of the limitations set forth in the preceding bullet points, provided such RSUs and PSUs can only be settled through purchases on the open market.

Option Exercise

Vested Options may be exercised at any time during the applicable option term. The Options are exercisable by the SCP Participant giving the Company notice and payment of the exercise price for the number of Shares to be acquired.

Option Exercise Price

The exercise price at which the Shares may be purchased pursuant to an Option is set by the Board or SCP Administrators at the time of the grant but may not be less than the “Market Price” at the time of the option grant. The Market Price is the volume weighted average trading price of the Shares on the TSX for the last five trading days prior to such day or, on a day during any period when the Shares are not listed for trading on an exchange, the “Market Price” shall be the fair market value per Share on such day as determined by the Board, in their sole discretion with reference to such factors or such information as the Board in their discretion deem appropriate.

Assignability

Options granted and RSUs and PSUs awarded under the Share Compensation Plan or any rights of an SCP Participant cannot be transferred, assigned, charged, pledged or hypothecated, except to an SCP Participant’s beneficiaries or other legal representative in the event of death or permanent disability of the SCP Participant.

K92 Mining | 2022 AGM Management Information Circular

Market Price of RSUs and PSUs

The value applicable to settlement of RSUs and PSUs is the Market Price, which is the volume weighted average trading price of the Shares on the TSX for the last five trading days prior to such day or, on a day during any period when the Shares are not listed for trading on an exchange, the “Market Price” shall be the fair market value per Share on such day as determined by the Board, in their sole discretion with reference to such factors or such information as the Board in their discretion deem appropriate.

Maximum Term of Options

The term of any Options granted are fixed by the Board at the time such Options are granted, provided that Options are not permitted to exceed a term of five years. However, should the term of an Option expire on a date that falls within a blackout period or within nine business days following the expiration of a blackout period, the expiration date shall be extended without any further act or formality to the date that is the tenth business day after the end of the blackout period.

Grants and Payments

RSUs –

A separate account for RSUs is maintained for each participant (a “ RSU Account ”). Each RSU Account will be credited with RSUs awarded to the SCP Participant from time to time. On the RSU vesting date and the corresponding issuance of cash and/or Shares to the SCP Participant, or on the forfeiture and cancellation of the RSUs, the applicable RSUs credited to the participant’s RSU Account will be cancelled.
The vested RSUs may be settled by the SCP Participant’s delivery of a redemption notice to the Company. On settlement, for each RSU, the Company will, at the discretion of the Board (i) pay to the SCP Participant a cash payment equal to the Market Price of one Share as of the vesting date, (ii) issue to the SCP Participant one Share, (iii) purchase on the open market one Share for delivery to the SCP Participant; or (iv) any combination of the foregoing.

PSUs –

The SCP Administrators determine the performance cycle applicable to each PSU, being the period of time between the grant date and the date on which the performance criteria must be satisfied before the PSU is fully vested and may be settled by the SCP Participant which, unless otherwise determined by the Board, will be two years after the calendar year in which the grant occurs.
A separate account is be maintained for PSUs for each SCP Participant (a “ PSU Account ”). Each PSU Account will be credited with PSUs awarded to the SCP Participant from time to time and any dividend equivalent PSUs credited in respect of such PSUs. On the vesting date of the PSUs and the corresponding issuance of cash and/or Shares to the SCP Participant, or on the forfeiture or cancellation of the PSUs, the applicable PSUs credited to the SCP Participant’s PSU Account will be cancelled.
The vested PSUs may be settled by the SCP Participant’s delivery of a redemption notice to the Company. On settlement, for each PSU, the Company will, at the discretion of the Board (i) pay to the SCP Participant a cash payment equal to the Market Price of one Share as of the vesting date, (ii) issue to the SCP Participant one Share, (iii) purchase on the open market one Share for delivery to the SCP Participant; or (iv) any combination of the foregoing.

Vesting

Options - Unless otherwise determined by the Board or unless otherwise specified in the SCP Participant’s Option Agreement, all Options granted will be granted on the basis they will vest as to one-third of the number granted on

K92 Mining | 2022 AGM Management Information Circular

the first anniversary of the grant date, one-third on the second anniversary and one-third on the third anniversary. The Board establishes the vesting and other terms and conditions for an Option at the time the Option is granted. In the event of a Change of Control, the Board may, in its discretion, accelerate the vesting of all unvested Options to ensure the fair treatment of the Option holders.

RSUs - All RSUs granted will be granted on the basis they will vest as to one-third of the number granted on the first anniversary of the grant date, one-third on the second anniversary and one-third on the third anniversary. The Board establishes the vesting and other terms and conditions for an RSU at the time of grant. In the event of a Change of Control, the Board may, in its discretion, accelerate the vesting of all unvested RSUs to ensure the fair treatment of the holder.

PSUs – All PSUs will vest at the end of the applicable performance cycle (which will generally be two years after the calendar year in which the award of the PSU occurred, subject to the performance criteria for such PSU having been satisfied. The Board establishes the vesting and other terms and conditions for a PSU at the time of grant. In the event of a Change of Control, the Board may, in its discretion, accelerate the vesting of all unvested PSUs to ensure the fair treatment of the holder.

Clawback

Awards of share-based compensation to executive officers under the Share Compensation Plan are subject to the Company’s compensation Clawback Policy which provides for the rescission and recovery of awards in the event of deliberate or negligent financial misstatement. (See “Clawback Policy”.)

Termination

Options

In the event an SCP Participant ceases to be an Eligible Person for any reason other than death, permanent disability, or termination for cause, any unexercised Option will generally terminate within 90 days after the SCP Participant ceasing to act as a director, officer, employee or consultant of the Company )to the extent that such Options have vested or the vesting schedule is revised at the discretion of the Board).
In the event of an SCP Participant’s death or permanent disability:
If the cause of death or permanent disability is due to the employment of the SCP Participant by the Company or subsidiary, all Options will vest immediately and may be exercised by the SCP Participant or their legal representative within the lesser of a period determined by the Board, that shall not be less than 90 days nor more than twelve months from the termination date, or the expiry date of the Options;
if the cause of death or permanent disability is not due to the employment of the SCP Participant by the Company or a subsidiary, vested Options may be exercised by the Participant or their legal representatives within the lesser of 90 days from the termination date or the expiry date of the Options (but only to the extent that such Option has vested or the vesting schedule is revised at the discretion of the Board);
If an SCP Participant ceases to be an Eligible Person due to termination for cause, all vested and unvested Options will be forfeited and cancelled on the date of termination of the SCP Participant.

RSUs

If an SCP Participant ceases to be an Eligible Person for any reason other than death, permanent disability, or termination for cause, all outstanding and vested RSUs will be settled in accordance with the Share Compensation Plan (the “ Settlement ”) as of the termination date, after which time the RSUs, including unvested RSUs will terminate on the SCP Participant’s termination date.

K92 Mining | 2022 AGM Management Information Circular

If a participant ceases to be an Eligible Person due to death or permanent disability, all vested RSUs will be settled as of the termination date, outstanding RSUs that were not vested on or before the termination date will vest and be settled on the termination date.
As Settlement for each vested Share being settled, the Company will, at the discretion of the Board: (i) pay the SCP Participant a cash payment equal to the Market Price per Share as of the vesting date, (ii) issue the SCP Participant the number of vested Shares, (iii) purchase on the open market Shares for delivery to the SCP Participant; or (iv) any combination of the foregoing.
If an SCP Participant ceases to be an Eligible Person due to termination for cause, all vested and unvested RSUs will not be redeemed or vest but instead shall be forfeited and cancelled on date of termination of the SCP Participant.

PSUs

If an SCP Participant ceases to be an Eligible Person for any reason other than death, permanent disability, or termination for cause, all outstanding and vested PSUs will be settled in accordance with the Share Compensation Plan as of the termination date, after which time the PSUs, including unvested PSUs will terminate on the SCP Participant’s termination date.
If a participant ceases to be an Eligible Person due to death or permanent disability, all vested PSUs will be settled as of the termination date and outstanding unvested PSUs will vest and be settled as of the termination date, prorated to reflect the actual period between the commencement of the performance cycle and the termination date, based on the performance criteria for the applicable performance period(s) up to the termination date, and all remaining PSUs will terminate on the termination date.
As Settlement for each vested Share being settled, the Company will, at the discretion of the Board: (i) pay the SCP Participant a cash payment equal to the Market Price per Share as of the vesting date, (ii) issue the SCP Participant the number of vested Shares, (iii) purchase on the open market Shares for delivery to the SCP Participant; or (iv) any combination of the foregoing.
If an SCP Participant ceases to be an Eligible Person due to termination for cause, all vested and unvested PSUs will not be redeemed or vest but instead shall be forfeited and cancelled on the date of termination of the SCP Participant.

Reorganization and Change of Control Adjustments

In the event of any stock dividend, split, recapitalization, amalgamation, merger, consolidation, combination or exchange of shares or any other corporate transaction or event involving the Company or the Shares, an equitable adjustment shall be made including adjusting the number of Awards outstanding under the Plan, the type and number of securities or other property to be received upon exercise or redemption, and the exercise price of Options outstanding under the Plan.
If a Change of Control of the Company occurs and Eligible Persons whose employment or service thereafter ceases for any reason other than resignation without Good Reason or termination for cause, all Shares subject to RSUs and PSUs shall vest and Shares subject to any option shall vest and may thereupon become exercisable in whole or in part by the option holder at such time and in such manner as determined by the SCP Administrators such that SCP Participants will be able to surrender such RSUs, PSUs and options to the Company for consideration in the form of cash and/or securities, to be determined by the SCP Administrators.
In the event of a take-over bid or other transaction leading to a Change of Control, the SCP Administrator has the power, subject to TSX acceptance, to accelerate the vesting of Awards and to permit SCP Participants to conditionally exercise their Awards, conditional on the take-up by such offeror of the Shares or other securities tendered to such take-over bid according to the terms of the take-over bid or the effectiveness of such other transaction leading to a Change of Control.

K92 Mining | 2022 AGM Management Information Circular

Amendments

The Board may, without receiving the consent of SCP Participants or shareholder approval, amend the Share Compensation Plan or any Award at any time, provided that the amendment will:
not adversely alter or impair any Award previously granted or awarded except as permitted by the adjustment provisions of the Share Compensation Plan;
be subject to any regulatory approvals including, where required, the approval of the TSX;
be amendments of a “housekeeping nature”, including amendment to the Plan or an award that is necessary to comply with applicable laws, tax or accounting provisions or regulatory authority or stock exchange;
correct typographical errors;
be amendments that are necessary or desirable for Awards to qualify for favourable treatment under any applicable tax law;
change the vesting provisions of any Awards (including any alteration, extension or acceleration);
change the termination provisions of any awards that does not entail an extension beyond the original expiration date;
introduce a cashless exercise feature payable in cash or securities;
clarify existing provisions of the Share Compensation Plan if they do not have the effect of altering the scope, nature or intent of the provisions; and
change the application of the provisions of the Share Compensation Plan regarding adjustments and change of control.
Shareholder approval will be required where an amendment to the Plan would:
change from a fixed maximum percentage of issued and outstanding Shares to a fixed maximum number of Shares;
increase the maximum number of Shares subject to the Share Compensation Plan;
permit Awards to be transferable or assignable other than for normal estate settlement purposes;
reduce the exercise price of any Option (including any cancellation of an Option for the purpose of reissuance of a new Option at a lower exercise price to the same person);
extend the term of any Option beyond the original term (except if such period is being extended by virtue of the Blackout Periods provisions of the Share Compensation Plan); and
amend the amendment provisions of the Share Compensation Plan.

Burn Rate of Stock Option Plan and Share Compensation Plan

The table below reflects the annual burn rate of each of the Company’s share-based compensation arrangements, expressed as a percentage for each of the years ended December 31, 2021, December 31, 2020, and December 31, 2019. The burn rate for each year is computed as the number of units granted in the year divided by the weighted average number of Shares outstanding for each year. In addition to Options, the Company began to grant RSUs, PSUs in October 2021 upon adoption of the Share Compensation Plan in 2021. Prior to October 2021, only Options were granted under the former Stock Option Plan.

K92 Mining | 2022 AGM Management Information Circular

Burn Rate of Share-Based Compensation Arrangements

Year	Stock Options Granted #	RSUs Granted #	PSUs Granted #	Total Share- Based Awards Granted #	Weighted Average Shares Outstanding #	Burn Rate
2021	2,420,000	150,213	-	2,570,213	221,464,618	1.16%
2020	6,604,000	N/A	N/A	6,604,000	215,813,030	3.06%
2019	4,805,000	N/A	N/A	4,805,000	202,236,651	2.38%
Three-Year Average Burn Rate						2.20%

Equity Compensation Plan Information

The following table shows the equity securities authorized for issuance from treasury as at December 31, 2021, under the Company’s Share Compensation Plan.

Equity Compensation Plan

Plan Category	Number of securities to be issued upon exercise of outstanding options and vesting of RSUs and PSUs (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plan approved by securityholders:
Options(1)	12,620,650	$4.44	3,076,342
RSUs and PSUs(2)	150,213	N/A	4,334,642
*Total - Share Compensation Plan* (3) (4)	12,770,863	$4.44	7,410,983
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	12,770,863	$4.44	7,410,983

Notes:

(1) The securities to be issued or available for future issuance, as applicable, upon the exercise of outstanding Options, are Shares.

(2) Represents Shares to be issued or available for future issuance, as applicable, upon the vesting of RSUs.

(3) Under the omnibus Share Compensation Plan the maximum number of Shares that may be issuable at any time pursuant to Options is the equivalent of 7% of the number of outstanding Shares. The maximum number of Shares that may be issuable at any time pursuant to RSUs and DSUs is the equivalent of 2% of the number of outstanding Shares.

(4) Based on the Company’s Share Compensation Option Plan approved by the shareholders on October 28, 2021. See “Stock Share Compensation Plan” above.

K92 Mining | 2022 AGM Management Information Circular

DIRECTOR COMPENSATION AND EQUITY OWNERSHIP

Director Compensation Philosophy and Approach

The Company recognizes the contributions that its directors make to the Company and seeks to compensate them fairly for their time and efforts required, both at the board level and the committee level.

The compensation structure for non-employee directors is intended to attract and retain highly qualified individuals with the capability to meet the challenging oversight responsibilities of a mining company and to closely align the directors’ interests with the interests of Company’s shareholders. The Company’s approach to board compensation is to be in line with the median of our peers’ director compensation and to reflect best practices.

The Compensation Committee is responsible for reviewing directors’ compensation at least annually, and makes recommendations to the Board regarding any revisions, taking into account market practice, workload and accountability. The Compensation Committee engages independent compensation consultants when warranted when carrying out its reviews.

Director Compensation Elements

The elements of non-employee directors’ compensation are (1) annual fixed cash retainers; (2) attendance fees for meetings of the Special Committee when required; (3) long-term equity awards in the form of RSUs and Options; (4) reimbursement of reasonable travel expenses; and (5) reimbursement of professional development courses. The annual retainers for the Board Chair and Board members are pro-rated where a director joins mid-term.

Compensation for non-executive directors is not performance-based and they do not participate in the bonus incentive programs.

In 2020, the Company’s directors’ compensation comprised an annual fixed cash retainer and an equity retainer in the form of Options. Effective in 2021, non-executive directors are no longer eligible to receive Options except as payment in lieu of fees and subject to an annual maximum value of $100,000.

Directors do not receive severance provisions, health care coverage, charitable donations, vehicles, club memberships, pensions, or other such perquisites.

Revisions to director compensation, as recommended by the Compensation Committee and approved by the Board were made effective January 1, 2021. The compensation adjustment reflects increased responsibilities and alignment with the Company’s peers. The Compensation Committee believes that the compensation structure for the Board members is reasonable, competitive and assists in attracting and retaining superior candidates to the Board.

John Lewins is also an executive officer of the Company and, as such, does not receive any additional compensation for his role as a director. He is excluded from all the tables in the Compensation of Directors section as all his compensation is disclosed under the heading “Summary Compensation Table”.

Each compensation element is described in further detail below.

Equity Compensation

Equity grants in line with the levels permitted under the Company’s equity compensation plans are made to nonexecutive board members to attract and retain top talent and to motivate high quality performance by directors aligned with shareholder interests. In 2020, the Company granted Options pursuant to the former Stock Option Plan to provide non-executive directors with incentive. See “Director Compensation Summary” below for details.

K92 Mining | 2022 AGM Management Information Circular

Since the introduction of the Share Compensation Plan in 2021 (see “Incentive Plan Awards” for details on the plan), non-employee directors may be granted equity-based compensation in the form of RSU grants and Options. Options will only be granted to non-employee directors in lieu of Board fees, on an equal value-for-value exchange. Each non-employee director may receive equity compensation at an aggregate maximum value of $150,000 in a 12-month period (calculated at the date of grant), of which a value of no more than $100,000 may be in the form of Options, calculated using the Black-Scholes model.

Travel and Other Expenses

Our directors are reimbursed for reasonable travel and other out-of-pocket expenses incurred in connection with attending board meetings, stakeholder meetings and site visits, where applicable, and otherwise carrying out their duties as directors of the Company.

Annual Cash Compensation

Annual cash retainers for non-executive directors are paid in Canadian Dollars. The retainers are paid on a monthly basis.

The following table details the retainer and meeting fee structure for non-executive directors for the financial year ended December 31, 2021.

Table 10 – Director Fees

Board Position	US$	US$	CAN$	CAN$
	Annual Retainer	Retainer Per Meeting	Annual Retainer	Retainer Per Meeting
Non-Executive Director (excluding Board Chair)	59,835	-	75,000	-
Non-Executive Director (excluding Board Chair and Audit Committee Chair)	-	-	-	-
Board Chair	111,692	-	140,000	-
Audit Committee Chair	11,967	-	15,000	-
Audit Committee Member (excluding Chair)	5,984	-	7,500	-
Compensation Committee Chair	9,973	-	12,500	-
Compensation Committee Member (excluding Chair)	3,989	-	5,000	-
Environmental, Social and Sustainability Committee Chair	9,973	-	12,500
Environmental and Sustainability Committee Member (excluding Chair)	3,989	-	5,000
Nominating and Corporate Governance Committee Chair	9,973	-	12,500	-
Nominating and Corporate Governance Committee Member (excluding Chair)	3,989	-	5,000	-

Notes:

(1) Canadian Dollars were converted to US Dollars using the average rate of CAN$1.00 = US$ 0.7978 US$.

Director Summary Compensation

The following table sets out what each non-executive director earned in cash and equity during the financial year ended December 31, 2021:

K92 Mining | 2022 AGM Management Information Circular

Table 11 – Director Compensation Summary

Director Name	Fees Earned ($)	Share- based Awards(9) ($)	Option- based Awards(1) ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All other Compensation ($)	Total Compensation ($)
R. Stuart Angus (2)	115,681	118,320	-	-	-	-	234,001
Mark Eaton (3)	75,791	118,320	-	-	-	-	194,111
Anne Giardini (4)	75,791	118,320	-	-	-	-	194,111
Saurabh Handa (5)	78,018	118,320	-	-	-	-	196,338
Cyndi Laval (6)	59,835	118,320	-	-	-	-	178,155
Ian Stalker (7)	61,597	118,320	-	-	-	-	179,917
Graham Wheelock (8)	63,824	118,320	-	-	-	-	182,144

Notes:

(1) The Company uses the Black-Scholes option pricing model for determining the fair value of Options issued at the grant date. The BlackScholes model was selected as it is a widely used financial method for determining the fair value of Options. The expected volatility is estimated based on the historic average share price volatility. The assumptions used in the measurement of the fair value of the Options granted in 2021 were: volatility of 63.45%, expected average life of 4.0 years, average risk-free interest rate of 0.93%, forfeiture rate of 2.21% and a dividend rate of 0%. Canadian Dollars were converted to US Dollars using the average rate of 0.7978. There is no certainty that the Options will be exercised and that the fair value as shown will be received by the director.
(2) “Fees earned” represent annual fees for service as Board Chair and as member of the Compensation and Benefits Committee.
(3) “Fees earned” represent annual fees for service as a director, for service as Compensation and Benefits Committee Chair and as member of the Audit Committee.
(4) “Fees earned” represent annual fees for service as a director, as Nominating and Corporate Governance Committee Chair, as member of the Audit Committee, and as member of the Environmental, Health, Safety and Sustainability Committee.
(5) “Fees earned” represent annual fees for service as a director, as the Audit Committee Chair, as member of the Nominating and Corporate Governance Committee and member of the Compensation and Benefits Committee.
(6) “Fees earned” represent annual fees for service as a director.
(7) “Fees earned” represent annual fees for service as a director and prorated fee as a member of the Compensation and Benefits Committee.
(8) “Fees earned” represent annual fees for service as a director and member of the Nominating and Corporate Governance Committee.
(9) Represents restricted share units valued at CAN $150,000 per director. In determining the value, Canadian Dollars are converted to US Dollars at CAN$ 1.00= US$ 0.7888, the exchange rate on December 31, 2021. The RSUs vest in equal increments over three years.

Director Incentive Plan Awards

Restricted Share Units (RSUs)

Since the introduction of the Share Compensation Plan in 2021, non-employee directors may be granted equitybased compensation in the form of RSU grants or Options. Each non-employee director may receive RSUs at an aggregate maximum value of $150,000 annually (calculated at the date of grant) when combined with the value of any other equity compensation granted during the same 12-month period.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all option-based awards outstanding for each of the non-executive directors as at December 31, 2021.

K92 Mining | 2022 AGM Management Information Circular

Table 12 – Director Option-Based Awards Outstanding at Year-End

Name of Director
		Option-based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price (CAN$)	Option Grant Date	Option Expiration Date	Value of Unexercised In-the-Money Options (US$)(1)
R. Stuart Angus	150,000 400,000 225,000 200,000 100,000	0.65 0.85 1.67 3.85 6.73	Oct 23, 2017 Apr 30, 2018 May 30, 2019 Jan 31, 2020 Oct 7, 2020	Oct 23, 2022 Apr 30, 2023 May 30, 2024 Jan 31, 2025 Oct 7, 2025	773,813 2,000,397 979,690 526,918 36,285
Mark Eaton	225,000 100,000 100,000	1.67 3.85 6.73	May 30, 2019 Jan 31, 2020 Oct 7, 2020	May 30, 2024 Jan 31, 2025 Oct 7, 2025	979,690 263,459 36,285
Anne Giardini	550,000 100,000	7.25 6.73	Aug 17, 2020 Oct 7, 2020	Aug 17, 2025 Oct 7, 2025	- 36,285
Saurabh Handa	125,000 100,000	3.85 6.73	Jan 31, 2020 Oct 7, 2020	Jan 31, 2025 Oct 7, 2025	329,324 36,285
Cyndi Laval	225,000 100,000 100,000	2.17 3.85 6.73	Nov 22, 2019 Jan 31, 2020 Oct 7, 2020	Nov 22, 2024 Jan 31, 2025 Oct 7, 2025	890,950 263,459 36,285
Ian Stalker	225,000 100,000 100,000	1.67 3.85 6.73	May 30, 2019 Jan 31, 2020 Oct 7, 2020	May 30, 2024 Jan 31, 2025 Oct 7, 2025	979,690 263,459 36,285
Graham Wheelock	34,000 100,000	3.85 6.73	Jan 31, 2020 Oct 7, 2020	Jan 31, 2025 Oct 7, 2025	89,576 36,285

(1) Calculated by subtracting the respective Option exercise price from the closing price of K92’s Shares on the TSX on December 31, 2021, of CAN$7.19, and multiplying by the number of Options outstanding. In determining the value, Canadian Dollars are converted to US Dollars at 0.7888, the Bank of Canada exchange rate on December 31, 2021. The actual gain, if any, received on exercise of Options will depend on the price of K92’s Shares on the date of exercise.

The following table sets out all share-based awards outstanding for each of the non-executive directors as at December 31, 2021.

K92 Mining | 2022 AGM Management Information Circular

Table 13 – Director Share-Based Awards Outstanding at Year-End

Name of Director
		Share-based Awards
	Number of Shares or Units of Shares that have not vested (#)	Market or payout value of share-based awards that have not vested(1) ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
R. Stuart Angus	21,459	121,704	N/A
Mark Eaton	21,459	121,704	N/A
Anne Giardini	21,459	121,704	N/A
Saurabh Handa	21,459	121,704	N/A
Cyndi Laval	21,459	121,704	N/A
Ian Stalker	21,459	121,704	N/A
Graham Wheelock	21,459	121,704	N/A

(1) Calculated by multiplying the closing price of K92’s Shares on the TSX on December 31, 2021, of CAN$7.19, by the number of RSUs not vested. In determining the value, Canadian Dollars are converted to US Dollars at 0.7888, the Bank of Canada exchange rate on December 31, 2021.

Value Vested or Earned by Directors

The following table sets out the aggregate dollar value that would have been realized by each non-executive director if the Options that vested during the fiscal year ended December 31, 2021, had been exercised on their respective vesting dates. The Company does not have a non-equity incentive compensation plan for directors.

Table 14 – Director Incentive Awards - Value Vested or Earned During 2021

Name of Director
			Non-equity Incentive Plan
	Option-based Awards –	Share-based Awards –	Compensation – Value
	Value Vested During the Year(1)	Value Vested During the Year	Earned During the Year
	($)	($)	($)
R. Stuart Angus	259,500	Nil	N/A
Mark Eaton	131,198	Nil	N/A
Anne Giardini	55,112	Nil	N/A
Saurabh Handa	163,274	Nil	N/A
Cyndi Laval	131,198	Nil	N/A
Ian Stalker	131,198	Nil	N/A
Graham Wheelock	131,198	Nil	N/A

(1) The aggregate dollar value is calculated as the difference between the closing price of the Shares on the TSX on the vesting date and the exercise price of the Option. In determining the value, Canadian Dollars are converted to US Dollars using the Bank of Canada average exchange rate for 2021 of 0.7978. There is no certainty that the Options will be exercised and that the fair value as shown will be received by the director.

K92 Mining | 2022 AGM Management Information Circular

Options Exercised by Directors

Options exercises by the non-executive directors during the financial year ended December 31, 2021, are shown in the following table.

Table 15 – Options Exercised by Directors in 2021

Name of Director	Number of Underlying Shares Exercised	Exercise Price per Share CAN$	Date of Exercise	Closing Price per Share on Date of Exercise CAN$	Difference Between Exercise Price and Closing Price on Date of Exercise CAN$	Total Value on Exercise Date(1) CAN$
R. Stuart Angus	825,000 260,000	0.45 1.00	Apr 22, 2021 Nov 30, 2021	7.83 7.40	7.38 6.40	6,088,500 1,664,000
Mark Eaton	Nil	N/A	N/A	N/A	N/A	N/A
Anne Giardini	Nil	N/A	N/A	N/A	N/A	N/A
Saurabh Handa	100,000	1.00	May 18, 2021	8.19	7.19	719,000
Cyndi Laval	Nil	N/A	N/A	N/A	N/A	N/A
Ian Stalker	1,150,000 450,000 150,000 100,000	0.45 1.00 0.65 0.85	May 18, 2021 Dec 2, 2021 Dec 2, 2021 Dec 2, 2021	8.19 6.99 6.99 6.99	7.74 5.99 6.34 6.14	8,901,000 2,695,500 951,000 614,000
Graham Wheelock	Nil	N/A	N/A	N/A	N/A	N/A

(1) The aggregate dollar value is calculated by multiplying the number of Options exercised by the difference between the closing price of the Shares on the TSX on the exercise date and the exercise price of the Options.

Director Education Cost Reimbursement

Our directors are reimbursed for pursuing continuing education opportunities to maintain and enhance their abilities as directors and ensure that their knowledge of the business of the Company remains current. The directors may be reimbursed up to $1,000 annually for these individual professional development opportunities and the board in its discretion may revise this amount. The Company also sponsors additional workshops and education sessions. (See “Director Orientation and Continuing Education”. )

Director Compensation Annual Review

In September 2020, the Compensation and Benefits Committee engaged Korn Ferry, independent compensation advisors, to conduct a review of the Company’s board compensation practices.

In its review, Korn Ferry compared K92’s board compensation to the Company’s Peer Group described under the heading, “Peer Benchmarking Group”. The review covered the compensation elements of cash retainer, equity retainer and meeting fees paid to directors. The individual roles of director, board Chair, Audit Committee member and Chair, Nominating and Corporate Governance Committee member and Chair, Compensation Committee member and Chair, and Health and Safety Committee member and Chair. (See “Independent Compensation Advisors” .)

Following Korn Ferry’s analysis and recommendations, the annual cash retainers paid to non-executive directors were increased to align with the director fees paid by the median of the Company’ Peer Group.

In addition, in October 2021, the Company adopted the use of RSUs and PSUs for its officers, directors, employees and consultants pursuant to the new Share Compensation Plan. (See “ Elements of Director Compensation” and “Share Compensation Plan”. )

K92 Mining | 2022 AGM Management Information Circular

OTHER INFORMATION

Additional Information

You can find financial information relating to K92 in our Consolidated Financial Statements, Management’s Discussion and Analysis, and Annual Information Form for the year ended December 31, 2021.

These documents and additional information relating to K92 are available on our website at www.k92mining.com or the System for Electronic Document Analysis and Retrieval (“SEDAR”) website (www.sedar.com).

You can also request copies of the above documents free of charge by contacting our Corporate Secretary.

K92 Mining Inc., #488, 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7. E - [email protected] T - +1 604 416-4445

Director Approval

The contents of this Information Circular and its distribution to shareholders of the Company have been approved by the Board.

Dated at Vancouver, British Columbia this 20[th] day of May, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“John D. Lewins”

John D. Lewins Chief Executive Officer and Director

SCHEDULE “A”

BOARD MANDATE

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MANDATE OF THE BOARD OF DIRECTORS

1. Purpose and Role

The Board of Directors (the “ Board ”) is responsible for the overall stewardship of K92 Mining Inc. (the “ Company ”) and for the supervision of the management of the business and affairs of the Company. The Board carries out this responsibility by establishing key policies and standards, approving the Company's strategic plans, and supervising management of the Company, who are responsible for the day-to-day conduct of the business of the Company.

Directors are required to exercise their judgment in a manner consistent with their fiduciary duties. In particular, directors are required to act honestly and in good faith, with a view to the best interests of the Company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In this context, the Board’s objectives are to enhance and preserve long-term stakeholder value, and to ensure the Company meets its obligations on an ongoing basis.

In overseeing the conduct of the business, the Board, through the Chief Executive Officer (“ CEO ”), sets the standards of conduct for the Company.

2. Composition

The Board will ensure that it has a majority of, and a minimum of three, “independent directors” within the meaning of applicable securities laws, instruments, rules and policies, and applicable stock exchange requirements (the “ Independent Directors ”).

The Board shall consist of individuals who possess skills and competencies in areas that are relevant to the business and affairs of the Company.

The directors will be elected each year by the shareholders of the Company at the annual general meeting of shareholders. The Nominating and Corporate Governance Committee will recommend to the Board nominees for election as directors, and the Board will propose nominees to the shareholders for election as directors for the ensuing year.

Subject to the provisions of the Business Corporations Act (British Columbia) and the Company’s articles, the Board may delegate certain responsibilities of the Board to committees of the Board (the “ Committees ”) on such terms as the Board may consider appropriate.

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3. Chair of the Board

The chair of the Board (the “ Chair ”) shall be an Independent Director. The Board shall appoint the Chair annually at the organizational meeting of the Board immediately following the annual meeting of shareholders, upon the recommendation of the Nominating and Corporate Governance and Committee.

The Chair of the Board shall have the duties and responsibilities set forth in the Chair Position Description.

If the Chair is not available or becomes no longer independent within the meaning of Applicable Laws and a lead director (“ Lead Director ”) is required or is considered desirable by the Board, the Board shall appoint a Lead Director from among the Independent Directors on the recommendation of the Nominating and Corporate Governance Committee.

4. Board Committees

The Board may appoint such Committees from time to time as it considers appropriate. Each Committee shall have a mandate that is approved by the Board, setting out the responsibilities of, and the extent of the powers delegated to, such Committee by the Board.

5. Meetings and Process

The Board shall meet at least four times annually, or more frequently as circumstances require. Meetings of the Board may be held in person and/or by telephone or video conference. Directors shall be provided with a minimum of 48 hours’ notice of meetings. The notice period may be waived by each individual Director.

Directors are expected to attend at least three quarters of all meetings of the Board held in each financial year of the Company and to adequately review meeting materials in advance of each meeting.

The Board Chair, if present, will act as the chair of meetings of the Board. The Chair and the CEO, together with the Corporate Secretary, shall establish the agenda for each Board meeting and, where possible, ensure that materials are circulated sufficiently in advance to provide adequate time for review prior to the meeting. The Board may ask members of management or others to attend meetings or to provide information as necessary. In order to properly carry out its responsibilities, the Board may retain outside consultants to attend meetings.

At each meeting of the Board, there shall be an in-camera session of only the Independent Directors without management present.

A - 3

6. Responsibilities

The principal duties and responsibilities of the Board include:

A. Oversight of Management

a) Discharging its responsibility for supervising the management of the business and affairs of the Company by delegating the day-to-day management of the Company to senior executives.
b) Ensuring senior management keeps the Board informed on significant developments affecting the Company and its operations
c) Adopting a succession planning process and participating in the selection, appointment and development of the CEO and other senior officers.
d) Developing and approving position descriptions for the Chair and the CEO and measuring the performance of the Chair and CEO and reviewing these at least annually.
e) Developing and approving the position description for the Lead Director and measuring the performance of the Chair and CEO and reviewing these as applicable.
f) Through the Nominating and Corporate Governance Committee, adopting a process for the evaluation of the CEO and other senior officers.
g) Through the Compensation and Benefits Committee, determine the appropriate compensation of the CEO and other senior officers and adopting a compensation model, policies and equity incentive plans to meet the compensation objectives.
h) Promoting a culture consistent with the Company’s Code of Business Conduct and Ethics, including taking appropriate steps to ensure the CEO and other senior officers create and sustain a culture of integrity, ethical leadership, inclusion, health and safety, and sustainability within the Company.
i) Periodically reviewing and approving any significant changes to the Company’s Code of Business Conduct and Ethics.

B. Financial and Risk Matters

a) Overseeing the adoption, reliability and integrity of accounting principles and practices followed by management and of the financial statements and other publicly reported financial information, and of the Company’s disclosure principles and practices.
b) Overseeing the integrity of the Company’s internal controls and management information systems and ensuring appropriate internal and external audit and control systems.

A - 4

c) Reviewing and approving an annual operating budget for the Company and monitoring the Company’s performance.
d) Approving annual and, either directly or through the Audit Committee, quarterly financial statements and their distribution.
e) Together with the Audit Committee, annually reviewing the directors’ and officers’ third-party liability insurance, and other insurance, of the Company.
f) Recommending the appointment of an external auditor to shareholders and liaise with the external auditor as needed. Reviewing and approving the external auditor’s compensation.
g) Safeguarding the assets and business of the Company by reviewing and approving risk assessment and risk management principles and practices, including the identification of the principal risks of the Company and the implementation of appropriate risk management systems with a view to mitigating the potential impact of unmitigated risks on the overall value and viability of the Company.

C. Strategic Planning Process

a) Adopting an adequate and effective strategic planning process pursuant to which management develops and proposes, and the Board reviews and approves the procedures for achieving the long-term and short-term corporate strategies and objectives, taking into account, among other things, the opportunities and risks of the business. The strategic planning process and corporate objectives for the Company will be reviewed and approved by the Board at least annually.
b) Reviewing and approving all major acquisitions, dispositions and investments and all significant financings and other significant matters outside the ordinary course.
c) Approving annual capital and operating budgets that support the Company’s ability to meet its strategic objectives.
d) Monitoring the Company’s progress towards achieving its strategic objectives in light of changing circumstances.
e) Determining the extent of authority to be delegated to management and the limitations to be placed on the exercise of that authority in respect of the nature and size of transactions.

D. Communications and Reporting

a) Reviewing and approving the Company’s Disclosure, Confidentiality and Insider Trading Policy, ensuring it is in compliance with applicable law and the regulations and guidelines of applicable securities regulatory authorities and the stock exchanges on which the Company’s securities trade.

A - 5

b) Overseeing the Company’s continuous disclosure program to ensure material information is communicated to stakeholders in a fair, accurate, transparent and timely fashion and in accordance with the Company’s Disclosure, Confidentiality and Insider Trading Policy.
c) Approving the content of the Company’s material communications to shareholders and the investing public, including the interim and annual financial reports, the management proxy meeting materials, the annual information form, any prospectuses that may be issued, and significant other announcements.
d) Adopting a process to enable shareholders to effectively communicate with senior management and the Board and to provide for effective channels by which the Company may interact with analysts and the public.
e) When considered necessary, consulting with management outside Board meetings in order to provide specific advice and counsel on subjects where directors have special knowledge and experience.
E. Corporate Governance, Corporate Social Responsibility, Health and Safety
a) Overseeing the Company’s approach to corporate governance, including corporate governance practices and principles, and reviewing and approving the expectations of directors and the basic duties and responsibilities of directors.
b) Monitoring the size and composition required of the Board and approving nominations for candidates for election to the Board, with a view to ensuring that the Board is comprised of directors with the necessary skills, experience and diversity to facilitate effective decisionmaking.
c) Reviewing and approving the implementation of appropriate community and environmental stewardship and health and safety management systems and practices, taking into consideration applicable laws, Company policies and accepted practices in the mining industry.
d) Taking appropriate steps to remain advised and informed about the Board’s duties and responsibilities and about the business and operations of the Company.
e) Ensuring that the Board receives from the CEO and senior management information and views to ensure the Board is able to effectively perform its duties.
f) Appointing the Chair.
g) Developing and approving position descriptions for the Chair of the Board, the Lead Director and the Chair of each committee, and measuring their performance.
h) Considering and approving recommendations brought forward by the Committees in each of the regular Committee reports to the Board relating to their areas of delegated responsibility.

A - 6

i) Reviewing annually the Board Mandate and the Committee charters, and their respective performance, to ensure that the Board and the Committees are operating effectively.
j) Overseeing, through the Nominating and Corporate Governance Committee, the assessment of the effectiveness of the Board, its Committees and individual directors on an annual basis.
k) Evaluating the relevant relationships of each independent director to confirm that any such relationship does not preclude a determination that the director is independent within the meaning of Applicable Laws.

F. Education and Assessment

a) Ensuring that a process is in place so that all new directors receive a comprehensive orientation and fully understand the role of the Board and its Committees, the nature and operation of the Company’s business and strategies, the expectations for directors and the contribution that individual directors are required to make.
b) Encouraging directors to pursue ongoing educational opportunities, such as in-house and external seminars and conferences, as appropriate to assist them in better performing their duties.
c) Annually individually assessing the effectiveness and contribution of each director, and the effectiveness of the Board as a whole, and its Committees.

7. Third Party Advisors

The Board, and any Committees may at any time retain, at the reasonable expense of the Company, financial, legal or other such advisors as it considers to be necessary or advisable in order to properly perform its duties and responsibilities. Any director may, subject to the approval of the Chair, retain an outside advisor at the reasonable expense of the Company.

8. Review

The Nominating and Corporate Governance Committee will annually review this Board Mandate and submit any recommended changes to the Board for approval.

Last updated, reviewed and approved by the Board on March 26, 2021.

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ANNUAL GENERAL MEETING JUNE 30, 2022

QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITOR

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North American Toll Free

1-877-452-7184

Outside North America

416-304-0211

Email

[email protected]

AI assistant

K92 Mining Inc. — AGM Information 2022

46672_rns_2022-06-08_8a9e1d5c-871e-42b2-b4e8-505398490510.pdf

ANNUAL GENERAL MEETING

JUNE 30, 2022

NOTICE OF MEETING

MANAGEMENT INFORMATION CIRCULAR

ABOUT US

VIRTUAL MEETING

BUSINESS OF THE MEETING

June 30, 2022 at 3:00 PM (Pacific Time)

Management Proxy Information Circular

TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

WHO IS ELIGIBLE TO VOTE?

VOTING DEADLINE

BY ORDER OF THE BOARD OF DIRECTORS

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES TODAY.

LETTER TO SHAREHOLDERS

2022 MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation

Meeting Time, Date and Location

Currency

Date of Information

Delivery of Meeting Materials to Registered and (Beneficial) Shareholders

VOTING SECURITIES AND PRINCIPAL HOLDERS

Record Date

Voting Shares Outstanding

Owners of 10% or More Shares

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING INFORMATION

Who can vote?

Registered Shareholders Voting Options

Registered Shareholders Option 1 – Voting by Proxy

Mail or courier

Internet

Fax

Appoint another person to attend the Meeting virtually and vote your Shares on your behalf

Please refer to “ Appointing a Proxyholder to Vote at the Meeting” below.

Registered Shareholder Proxy Voting Cut-off Time

Registered Shareholders Option 2 – Voting by Attending the Virtual Meeting and Voting Online

Non-Registered Shareholders Voting Options

Non-Registered Shareholders Option 1 – Voting by Proxy

Attending and Voting Virtually at the Meeting

Technical

Appointing a Proxyholder to Vote at the Meeting

Revocation or Change of Proxies

QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS

Processing the Votes and Announcement of Results

BUSINESS OF THE MEETING

1. RECEIVING THE FINANCIAL STATEMENTS

2. APPOINTMENT OF AUDITOR AND AUTHORIZING AUDITOR REMUNERATION

3. NUMBER OF DIRECTORS

4. ELECTION OF DIRECTORS

Majority Voting Policy

Advance Notice Provisions

5. OTHER BUSINESS

BOARD NOMINEES

Director Profiles

Principal Occupation, Business or Employment

MARK EATON

Principal Occupation, Business or Employment

Principal Occupation, Business or Employment

Professional Director and Advisor

Principal Occupation, Business or Employment

CYNDI LAVAL

2021 Voting Results – N/A

Principal Occupation, Business or Employment

JOHN D. LEWINS

Principal Occupation, Business or Employment

JOHN (IAN) STALKER

Principal Occupation, Business or Employment

Principal Occupation, Business or Employment

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Conflicts of Interest

Director and Officer Equity Ownership

ABOUT THE BOARD

K92 Mining Inc. AGM Information 2022