Kalo Gold Corp.

Suite 1507 – 1030 West Georgia Street Vancouver, British Columbia V6E 2Y3 Telephone No.: 604-363-0411

INFORMATION CIRCULAR

as at January 17, 2024 (except as otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of Kalo Gold Corp. for use at the annual general meeting (the “Meeting”) of its shareholders to be held on February 23, 2024 at the time and place and for the purposes set forth in the accompanying notice of Meeting.

In this Information Circular, references to “the Company ”, “we” and “our” refer to Kalo Gold Corp. “ Common Shares ” means common shares in the capital of the Company. “ Beneficial Shareholders ” means shareholders who do not hold Common Shares in their own name and “ intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. “ Registered Shareholder ” means the person whose name appears on the central securities register maintained by or on behalf of the Company and who holds Common Shares in his or her own name.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are officers and/or directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf 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.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by choosing one of the following methods:

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Odyssey Trust Company (“ Odyssey ”), by at 1-800-517-4553, or by mail or hand delivery to Suite 350, 409 Granville Street, Vancouver, British Columbia Canada V6C 1T2;
(b) use a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed Proxy form for the toll-free number, the holder’s account number and the control number; or
(c) use the internet through the website of the Company’s transfer agent at www.odysseytrust.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy form for the holder’s account number and the control number.

In either case you must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit the Proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Company’s board of directors (the “ Board ”) at its discretion without notice. Please note that in order to vote your Common Shares in person at the Meeting, you must attend the Meeting and register with the scrutineer before the Meeting. If you have already submitted a Proxy but choose to change your method of voting and attend the Meeting to vote, then you should register with the scrutineer before the Meeting and inform them that your previously submitted Proxy is revoked and that you personally will vote your Common Shares at the Meeting.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States of America (the “ U.S. ” or the “ United States ”) the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for “Objecting Beneficial Owners” ) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” for “Non-Objecting Beneficial Owners” ).

These securityholder materials are sent to both registered and non-registered (beneficial) owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada and in the United States. Broadridge mails a Voting Instruction Form (“ VIF ”) in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), different from the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right insert the name of your desired representative (which may be you) in the blank space provided in the VIF. Once you have completed and signed your VIF return it to Broadridge by mail or facsimile, or deliver your voting instructions to Broadridge by phone or via the internet, in accordance with Broadridge’s instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting as per your instructions; or (b) have an alternate representative chosen by you duly appointed to attend and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934 , as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia) (the “ BCBCA ”), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by:

executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Odyssey or to the Company at Suite 1430 – 800 West Pender Street, Vancouver, B.C. V6C 2V6, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the ratification of the previously issued restricted share units and the ratification of the previously issued deferred share units, as further described below.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed January 17, 2024 as the record date (the “ Record Date ”) for determining persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the stock symbol “KALO”. The Company is authorized to issue an unlimited number of Common Shares. As of January 17, 2024, there were 119,245,550 Common Shares without par value issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, there are no persons or corporations who beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at January 17, 2024.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions to set the number of directors, the election of directors and the appointment of the auditor as described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to fill, all such nominees will be declared elected or appointed by acclamation.

FINANCIAL STATEMENTS

The audited financial statements of the Company’s financial year ended August 31, 2023 and the report of the auditor thereon, will be placed before Shareholders at the Meeting for their consideration. No formal action will be taken at the Meeting to approve the financial statements. If any Shareholder has questions regarding such financial statements, such questions may be brought forward at the Meeting. Copies of the audited financial statements are available through the internet on SEDAR, which can be accessed at www.sedarplus.ca.

NUMBER OF DIRECTORS

The size of the Company’s Board is currently set at five (5). The Board proposes that the number of directors remain at five (5). At the Meeting, Shareholders will be asked to approve an ordinary resolution to set the number of directors at five (5). An ordinary resolution needs to be passed by a simple majority of votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends the Shareholders approve the resolution to set the number of directors of the Company at five (5). Unless otherwise indicated on the form of Proxy received by the Company, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, in favour of the resolution to set the number of directors of the Company at five (5).

ELECTION OF DIRECTORS

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the BCBCA, each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

Management Director Nominees

The following table sets out the names of management’s nominees for election as director, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s current principal occupation, business or employment (for the five preceding years for each new nominee), the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at January 17, 2024.

			Common
Nominee Position with the			Shares
Company and Province or			Beneficially
State and Country of	Occupation, Business or	Period as a Director	Owned or
Residence	Employment(1)	of the Company	Controlled(1)
Fred Tejada Vice-President, Exploration and Director British Columbia, Canada	Consulting Geologist. CEO European Electric Metals Corp Director of several private and publicly listed natural resource exploration companies.	Since February 23, 2021	749,115(2)
Kevin Ma(7)	Co-founder of Calibre Capital	Since March 6, 2019	2,102,615(3)
Interim Chief Financial	Partners Corp., a privately-
Officer, Vice-President, Capital	owned merchant bank and
Markets and Director	advisory firm.
British Columbia, Canada
Michael Nesbitt Director	In-Country Senior Manager for Kalo and Director of KEL	Since February 23, 2021	11,394,230(4)
Labasa, Fiji

			Common
Nominee Position with the			Shares
Company and Province or			Beneficially
State and Country of	Occupation, Business or	Period as a Director	Owned or
Residence	Employment(1)	of the Company	Controlled(1)
David Whittle(7)	Currently on the boards of Viva	Since February 23,	Nil(5)
Director	Gold Corp. and Karus Gold	2021
British Columbia, Canada	Corp., serving as Audit
	Committee Chair and
	Compensation Committee
	member on both. He was
	previously on the board of
	Treasury Metals Inc., from 2020
	to 2023 serving variously as
	Audit Committee member,
	Compensation Committee Chair
	and Board Chair, and also on the
	board of Alio Gold Inc., from
	2019 serving as Audit
	Committee Chair until the sale of
	the company in July 2020. He
	was also a director of Mountain
	Province Diamonds Inc. from
	1997 to May 2020, for much of
	that time serving as Audit
	Committee Chair and Lead
	Outside Director. He served as
	Interim CEO of Mountain
	Province from June 2017 to May
	2018.
Cam Grundstrom(7)	Employed by Placer Dome in	Since February 23,	1,875,000(6)
Director	Papua New Guinea, BHP at	2021
British Columbia, Canada	Ektai, Island Copper and Ok Tedi
	and Suncor, Director of Kalo

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees, or obtained from information available on SEDI.
(2) Mr. Tejada also holds options to purchase 500,000 common shares at a price of $0.20 expiring February 24, 2031; options to purchase 140,000 common shares at a price of $0.05 per share, expiring October 14, 2027; and 155,000 common shares at a price of $0.10, expiring January 11, 2028. Mr. Tejada also owns 500,000 deferred share units.
(3) 1,977,615 common shares are held indirectly through 1196516 B.C. Ltd. and KGSK Capital Management Corp., companies controlled and directed by Mr. Ma. Mr. Ma also holds options to purchase 200,000 common shares at a price of $0.10, expiring February 28, 2030; options to purchase 500,000 common shares at a price of $0.20, expiring February 24, 2031; options to purchase 252,000 common shares at a price of $0.05 expiring October 14, 2027; and options to purchase 1,387,000 common shares at price of $0.10, expiring January 11, 2028. Mr. Ma also owns 1,000,000 deferred share units.
(4) 10,625,000 common shares are held indirectly through Dreketi Resources Ltd., which is a company controlled and directed by Mr. Nesbitt. Mr. Nesbitt also holds options to purchase 500,000 common shares at a price of $0.20 expiring February 24, 2031; options to purchase 140,000 common shares at a price of $0.05 expiring October 14, 2027; and options to purchase 175,000 common shares at a price of $0.10, expiring January 11, 2028. Mr. Nesbitt also owns 750,000 deferred share units.
(5) Mr. Whittle holds options to purchase 300,000 common shares at price of $0.20 expiring February 24, 2031; options to purchase 200,000 commons shares at a price of $0.20 expiring March 1, 2031; options to purchase 70,000 common shares at a price of $0.05 expiring October 14, 2027; and options to purchase 120,000 common shares at a price of $0.10, expiring January 11, 2028. Mr. Whittle also owns 500,000 deferred share units.

(6) Mr. Grundstrom also holds options to purchase 300,000 common shares at a price of $0.20 expiring February 24, 2031; options to purchase 70,000 common shares at a price of $0.05 expiring October 14, 2027; and options to purchase 120,000 common shares at a price of $0.10, expiring January 11, 2028. Mr. Grundstrom owns 500,000 deferred share units with a vesting date of January 16, 2024.
(7) Member of the Audit Committee.

Biographies of Director Nominees

Fred Tejada

Mr. Tejada is a professional geologist, registered in British Columbia. He has over 35 years of international mineral industry experience and has a proven track record, working with both major and junior mining and exploration focused organizations. Mr. Tejada had also been exposed to both open pit and underground mining operations. He was Country Manager for Phelps Dodge Exploration Corporation in the Philippines and previously Vice President of Exploration for Panoro Minerals Ltd. and Tirex Resources Ltd. He had been involved or currently involved in gold, copper, nickel-cobalt and coal projects in Canada, Chile, Peru, Mexico, Portugal, the Balkans and Fiji. Mr. Tejada is a director of several junior mining companies based in Vancouver, BC.

Kevin Ma

Mr. Ma is a Principal at Calibre Capital Partners Corp, a private merchant bank and advisory firm which provides corporate finance, strategic go-public and management advisory services to public and private companies. Most recently, Mr. Ma advised and executed First Cobalt Corp.’s $103 million three-way merger with Cobalt One Limited and Cobaltech Inc. and a $93 million acquisition of US Cobalt Inc. He has been involved in over $200 million in corporate financing transactions. Mr. Ma was the Director of Finance for Alexco Resource Corp. and was integral in the new development and operations of the Bellekeno Silver Mine in the Yukon. Mr. Ma has over 15 years of experience in corporate finance, mergers & acquisitions, senior executive advisory, and working with TSX and NYSE listed companies. Mr. Ma is currently serving several public and private companies as an executive officer and director. He is a Chartered Accountant certified by the Institute of Chartered Professional Accountants of British Columbia.

Michael Nesbitt

Mr. Nesbitt is a co-founder of Kalo and has been conducting mineral exploration for over 10 years at projects in Vanuatu, Fiji, Palau, Tonga, and Guinea (Conakry). He has been active on the ground in Fiji since the beginning of the exploration of the Vatu Aurum Gold Project, and has established key relationships with landowners and government in the area. Mr. Nesbitt holds a B.Sc. Economics and a Minor in Spanish from the University of Victoria. Mr. Nesbitt will continue to act as the In-Country Senior Manager for Kalo in Fiji.

David Whittle

Mr. Whittle is a Chartered Professional Accountant, with 30 years of senior executive experience in the mining industry, where he has been responsible for strategic planning initiatives, operations and all aspects of corporate and financial management and administration. He was formerly the Chief Financial Officer at Alexco Resource Corp., where the team developed and operated a high-grade silver mine in the Keno Hill Silver District in the Yukon. More recently, Mr. Whittle served as an independent director of Treasury Metals Inc. from 2020 to 2023, serving variously as Audit Committee member, Compensation Committee Chair and Board Chair, as well as of Alio Gold Inc. from 2019, serving as Audit Committee Chair, until its acquisition by Argonaut Gold Inc. in 2020. He also served as a director of Mountain Province Diamonds Inc. until 2020, including acting as Audit Committee Chair and Lead Outside Director for much of his tenure. Mr. Whittle additionally served as Interim CEO of Mountain Province, leading the company through a chief executive transition and the US$330 million refinancing of its senior debt facility, then resuming his role as an independent director. He is currently a director of Viva Gold Corp. and Karus Gold Corp., serving variously as Audit Committee Chair and Compensation Committee member on both. Mr. Whittle holds a BComm (Finance) degree from the University of British Columbia.

Cam Grundstrom

Mr. Grundstrom is currently a director of Kalo. Mr. Grundstrom, a co-founder of Kalo, started his career in mining by working underground in small lead/zinc silver mines. He went on to earn his Mining Engineering degree from Montana College of Mineral Science and Technology. Mr. Grundstrom has since worked for Placer Dome in Papua New Guinea, for BHP at Ektai, Island Copper and Ok Tedi and for Suncor. In 2000, he and his Kalo cofounders identified Fiji as a solid jurisdiction for mineral exploration and conducted reviews of the top ten prospective areas of Fiji, securing the current Kalo licenses in 2009.

Management recommends the election of each of the nominees listed above as a director of the Company.

Penalties, Sanctions and Cease Trade Orders

Except as set out below, no proposed director is, as at the date of this information circular, or has been, within ten (10) years before the date of this information circular, a director, chief executive officer or chief financial officer of any company (including the Company, in respect of which the information circular is being prepared) that:

a. was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
b. was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
c. while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
d. has, within the ten (10) years before the date of this information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The British Columbia Securities Commission, as principal regulator, issued a management cease trade order against Chakana Copper Corp., a Company of which Kevin Ma was acting as Chief Financial Officer, on October 1, 2019 in connection with the late filing of the company’s annual financial statements, management’s discussion and analysis and officer’s certifications for the year ended May 31, 2019. The management cease trade order was revoked on November 19, 2019 in connection with the completion of the annual filings.

On June 16, 2020, the British Columbia Securities Commission, as principal regulator, issued a management cease-trade order (the "MCTO") against Netcoins Holdings Inc. ("Netcoins Holdings") in connection with the late filing of Netcoins Holdings’ annual financial statements, management's discussion and analysis and officer's certification for the year ended December 31, 2019. The MCTO was revoked on July 16, 2020 in connection with the completion of the annual filings. Mr. Kevin Ma was the Chief Financial Officer at the time of the issuance of the MCTO.

On July 11, 2022, the British Columbia Securities Commission, as principal regulator, issued a cease-trade order (the "CTO") against Green Block Mining Corp. ("Green Block”) in connection with the late filing of Green Blocks’ annual financial statements, management's discussion and analysis and officer's certification for the year ended November 30, 2021. Mr. Kevin Ma was a Director at the time of the issuance of the CTO.

APPOINTMENT OF AUDITOR

The Board determined not to nominate Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, (“ DMCL ”) for appointment as auditor of the Company; and subject to Shareholder approval at the Meeting, to appoint Manning Elliott LLP, Chartered Professional Accountants, (“ Manning Elliott ”) of 1700 –

1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3, as auditor of the Company. Accordingly, the Company sent a Notice of Change of Auditor to both DMCL and Manning Elliott. Copies of the Notice of Change of Auditor, letter from DMCL as former auditor and letter from Manning Elliott as successor auditor were filed under the Company’s SEDAR profile at www.sedarplus.ca and are attached to this Information Circular as Schedule “A”.

At the Meeting, Shareholders shall be called upon to appoint Manning Elliott as auditor of the Company, to hold office until the next Annual General Meeting of Shareholders, and to authorize the directors to fix their remuneration.

The Board unanimously recommends that the Shareholders vote for the appointment of Manning Elliott as auditor of the Company, to hold office until the next Annual General Meeting of Shareholders, and to authorize the directors to fix their remuneration.

AUDIT COMMITTEE DISCLOSURE

The provisions of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

The Audit Committee’s Charter

The audit committee has a charter, a copy of which is attached as Schedule “A” to the Company’s Information Circular dated March 8, 2021 and filed on SEDAR on March 10, 2021.

Composition of Audit Committee

The following persons are members of the audit committee:

Cam Grundstrom	Independent	Financially Literate
David Whittle	Independent	Financially Literate
Kevin Ma	Not Independent	Financially Literate

An audit committee member is independent if the member has no direct or indirect material relationship with the Company that could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

An audit committee member is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

Each member of the Company’s audit committee has adequate education and experience relevant to their performance as an audit committee member and, in particular, the requisite education and experience that provides the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity

of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and

See Biographies of Director Nominees above, in particular the biographies of each Audit Committee member, for more information concerning each Audit Committee member’s education and experience.

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants.

Reliance on Certain Exemptions

The Company’s auditors, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants have not provided any material non-audit services.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audit services provided by DMCL and Manning Elliot to the Company to ensure auditor independence. Payments to DMCL and Manning Elliott, for audit and non-audit services in the years ended August 31, 2023 and 2022, respectively, are outlined in the following table:

Year Ended	Audit Fees(1)	Audit Related	Tax Fees(3)	All Other Fees(4)
August 31		Fees(2)
2023	$33,125	Nil	Nil	Nil
2022	$40,000	Nil	Nil	Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the consolidated financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

Exemption

The Company is a “venture issuer” as defined in NI 52-110 and relies on the exemption in section 6.1 of NI 52110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires issuers to disclose their corporate governance practices and National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”) provides guidance on corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the company’s shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

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 Board’s opinion, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management of the Company through frequent meetings of the Board at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

Management is delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems. The Board reviews executive compensation and recommends stock option grants.

The independent members of the Board are Michael Nesbitt, David Whittle and Cam Grundstrom. Fred Tejada and Kevin Ma are not independent as they are officers of the Company.

Directorships

Certain members of the Board are currently serving on boards of directors of other reporting companies (or equivalent) as set out below:

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Name of Director Name of Reporting Issuer Exchange
Kevin Ma Dominus Acquisitions Corp. TSXV
Infinitii ai inc. CSE
Green Block Mining Corp. CSE [3]
Fred Tejada MegumaGold Corp CSE [2]
Peak Minerals Ltd. CSE
Volatus Capital Corp CSE
European Electric Metals Ltd. EVX
Terry Tucker Southstone Minerals Limited TSXV
David Whittle Viva Gold Corp. TSXV
Karus Gold Corp N/A [1]
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Notes:

(1) Karus Gold Corp is a reporting issuer but its shares are not listed on a stock exchange.

(2) MegumaGold Corp delisted from the CSE but remain as reporting issuers.

(3) Green Block Mining Corp delisted from the CSE but remain as reporting issuer.

Orientation and Continuing Education

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

(a) a Board manual which provides information respecting the functioning of the Board, committees and copies of the Company’s corporate governance policies;
(b) access to recent, publicly filed documents of the Company, technical reports and the Company’s internal financial information;
(c) access to management and technical experts and consultants; and
(d) information regarding a summary of significant corporate and securities responsibilities.

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

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

The Board requires that directors and executive 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 abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Nomination of Directors

The Company does not have a formal process or committee for proposing new nominees for election to the Board. The nominees proposed are generally the result of recruitment efforts by the members of the Board, including both formal and informal discussions among the members of the Board.

Compensation

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria.

Other Board Committees

The Advisory Committee is responsible for technical geological advisory, capital markets and corporate finance support.

The Board has no other committees other than the Audit Committee and Advisory Committee.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

STATEMENT OF EXECUTIVE COMPENSATION

General

The following compensation information is provided as required under Form 51-102F6V – Statement of Executive Compensation – Venture Issuers as such term is defined in NI 51-102 – Continuous Disclosure Obligations .

For the purposes of this Statement of Executive Compensation:

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred 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; and

“ NEO ” or “ named executive officer ” means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer(s) other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year;
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

During the fiscal year ended August 31, 2023, based on the definition above, the NEOs of the Company were Terry Tucker (President and CEO), Kevin Ma (E.V.P., Capital Markets, Interim CFO and Corporate Secretary, Director and former President) and Alex Tong (former CFO and Corporate Secretary). The Board members who were not also NEOs during the fiscal year ended August 31, 2023 were Cam Grundstrom, Michael Nesbitt and David Whittle.

Director and Named Executive Officer Compensation

The following compensation table, excluding options, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the fiscal years ended August 31, 2023 and August 31, 2022. Options are disclosed under the heading “Stock Options and Other Compensation Securities” below.

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Table of compensation excluding compensation securities
Name and position Year Salary, Bonus Committee Value of Value of all Total
consulting fee, ($) or perquisites other compensation
retainer or meeting ($) compensation ($)
commission fees ($)
($) ($)
Terry Tucker [(1)] 2023 240,000 Nil Nil Nil Nil 240,000
President and CEO 2022 90,000 Nil Nil Nil Nil 90,000
Kevin Ma [ (2) ] 2023 192,500 Nil Nil Nil Nil 192,500
Executive V.P., 2022 113,400 Nil Nil Nil Nil 113,400
Capital Markets,
Interim CFO, Interim
Corporate Secretary
and Director
Fred Tejeda [(3)] 2023 90,000 Nil Nil Nil Nil 90,000
Executive V.P., 2022 110,000 Nil Nil Nil Nil 110,000
Exploration and
Director
Alex Tong [ (4)] 2023 21,825 Nil Nil Nil Nil 21,825
Former CFO and 2022 94,500 Nil Nil Nil Nil 94,500
Corporate Secretary
Cam Grundstrom [(5)] 2023 Nil Nil Nil Nil Nil Nil
Director 2022 Nil Nil Nil Nil Nil Nil
Michael Nesbitt [(6)] 2023 144,000 Nil Nil Nil Nil 144,000
Director 2022 126,105 Nil Nil Nil Nil 126,105
David Whittle [(7)] 2023 Nil Nil Nil Nil Nil Nil
Director 2022 Nil Nil Nil Nil Nil Nil
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Notes:

(1) Mr. Tucker was appointed President and CEO of the Company on April 13, 2022.

(2) Mr. Ma was CEO of the Company from March 6, 2019 to February 23, 2021; President from February 23, 2021 to April 13, 2022; a director since February 23, 2021; and was appointed as Executive Vice-President, Capital Markets on April 13, 2022 and interim CFO and Corporate Secretary on February 16, 2023.

(3) Mr. Tejada was CEO from February 23, 2021 to April 13, 2022; a director since February 23, 2021; and was appointed as Executive Vice-President, Exploration on April 13, 2022.

(4) Mr. Tong was CFO of the Company from March 6, 2019 to February 16, 2023 and Corporate Secretary from February 23, 2021 to February 16, 2023.

(5) Mr. Grundstrom was appointed as a director of the Company on February 23, 2021.

(6) Mr. Nesbitt was appointed as a director on February 23, 2021.

(7) Mr. Whittle was appointed as a director of the Company on February 23, 2021.

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries during the year ended August 31, 2023 and that were outstanding as of August 31, 2023:

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Compensation Securities
Name and position Type of Number of Date of issue Issue, Closing price Closing price Expiry date
compensati compensation or grant conversion or of security or of security or
on security securities, exercise price underlying underlying
number of ($) security on security at
underlying date of grant year end ($)
securities, ($)
and
percentage of
class
Terry Tucker Options 280,000 Oct 14, 2022 $0.05 $0.055 $0.055 Oct 14, 2027
President and CEO RSUs 3,000,000 Oct 14, 2022 $0.05 $0.055 Oct 14, 2024
Options 600,000 Jan 11, 2023 $0.10 $0.135 Jan 11, 2028
DSUs 1,000,000 Jan 16, 2023 N/A $0.135 N/A
Kevin Ma Options 200,000 Feb 28, 2020 $0.10 N/A $0.055 Feb 28, 2030
Executive Options 500,000 Feb 24, 2021 $0.20 N/A Feb 24, 2031
V.P., Capital Options 252,000 Oct 14, 2022 $0.05 $0.055 Oct 14, 2027
Markets, Options 435,000 Jan 11, 2023 $0.10 $0.135 Jan 11, 2028
Interim CFO DSUs 1,000,000 Jan 16, 2023 N/A $0.135 N/A
& Corporation
Secretary &
Director
Fred Tejeda Options 500,000 Feb 24, 2021 $0.20 N/A $0.055 Feb 24, 2031
Executive V.P., Options 140,000 Oct 14, 2022 $0.05 $0.055 Oct 14, 2027
Exploration and Options 155,000 Jan 11, 2023 $0.10 $0.135 Jan 11, 2028
Director DSUs 500,000 Jan 16, 2023 N/A $0.135 N/A
Cam Grundstrom Options 300,000 Feb 24, 2021 $0.20 N/A $0.055 Feb 24, 2031
Director Options 70,000 Oct 14, 2022 $0.05 $0.055 Oct 14, 2027
Options 120,000 Jan 11, 2023 $0.10 $0.135 Jan 11, 2028
DSUs 500,000 Jan 16, 2023 N/A $0.135 N/A
Michael Nesbitt Options 500,000 Feb 24, 2021 $0.20 N/A $0.055 Feb 24, 2031
Director Options 140,000 Oct 14, 2022 $0.05 $0.055 Oct 14, 2027
Options 175,000 Jan 11, 2023 $0.10 $0.135 Jan 11, 2028
DSUs 750,000 Jan 16, 2023 N/A $0.135 N/A
David Whittle Options 300,000 Feb 24, 2021 $0.20 N/A $0.055 Feb 24, 2031
Director Options 200,000 Mar 1, 2021 $0.20 $0.20 Mar 1, 2031
Options 70,000 Oct 14, 2022 $0.05 $0.055 Oct 14, 2027
Options 120,000 Jan 11, 2023 $0.10 $0.135 Jan 11, 2028
DSUs 500,000 Jan 16, 2023 N/A $0.135 N/A
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Exercise of Compensation Securities by NEOs and Directors

There were no compensation securities exercised by NEOs and directors of the Company who were not NEOs during financial year ended August 31, 2023.

Stock Options and Other Incentive Plans

10% Rolling Stock Option Plan (Option-Based Awards)

On January 16, 2023, the Board adopted a new share option plan, which was approved by Shareholders at the Company’s annual general meeting held on February 24, 2023 (the “ Option Plan ”) to replace the Company’s previous share option plan dated for reference July 31, 2019, as amended on February 9, 2021. The Option Plan is a “rolling” share option plan, whereby the aggregate number of Shares reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Option Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase shares of the Company.

Material Terms of Option Plan

The material terms of the Option Plan are set forth below. Capitalized terms used but not otherwise defined below shall have the meanings ascribed to such terms in the Option Plan.

Service Provider – Service Providers are eligible for awards of Options under the Option Plan. “ Service Provider ” means a person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers.
Maximum Shares – The maximum aggregate number of Common Shares that may be reserved for issuance under the Option Plan at any point in time is equal to 10% of the Outstanding Shares at the time the Common Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under any other Share Compensation Arrangements unless this Option Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).
Limitations on Issue - The following restrictions on issuances of Options are applicable under the Option Plan, together with all other Share Compensation Arrangements:
(a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Company has obtained “Disinterested Shareholder Approval” (as defined in the Option Plan to mean approval evidenced by a majority of the votes cast by all the Shareholders at a duly constituted Shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders of the Company who are Service Providers or their Associates);
(b) the aggregate number of Options, together with any other Share Compensation Arrangement, granted to all Investor Relations Service Providers in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or NEX, as the case may be);
(c) the aggregate number of Options granted, together with any other Share Compensation Arrangements, granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or the NEX, as the case may be);
(d) for so long as such limitation is required by the TSXV, the maximum number of Options which may be granted within any twelve (12) months period to Service Providers who perform investor relations activities must not exceed 2% of the issued and outstanding Common Shares, and such Options must vest in stages over twelve (12) months with no more than 25% vesting in any three month period. In addition, the maximum number of Common Shares that may be granted to any one Consultant under this Plan, together with any other Share Compensation Arrangements, within a twelve (12) month period, may not exceed 2% of the issued Common Shares calculated on the date of grant.

Investor Relations Service Providers cannot receive any security based compensation other than Options.

Maximum Percentage to Insiders – Subject to Disinterested Shareholder Approval, the aggregate number of Common Shares reserved for issuance to Insiders of the Company under the Option Plan, together with any other Share Compensation Arrangements, cannot exceed 10% of the Outstanding Shares.
Maximum Percentage to Insiders within any 12-month period - Subject to Disinterested Shareholder Approval, the number of Common Shares issued to Insiders of the Company within any 12-month period under the Option Plan, together with any other Share Compensation Arrangements, cannot exceed 10% of the Outstanding Shares.

Exercise Price – The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Option Plan, and cannot be less than the Discounted Market Price (as defined in TSX Venture Exchange Policy 1.1).
Vesting of Options - Vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Option Plan, in the absence of a vesting schedule being specified at the time of grant, Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:
(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or
(b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.
Vesting of Options Granted to Investor Relations Service Providers - Options granted to Investor Relations Service Providers will vest such that:
(a) no more than 25% of the Options vest no sooner than three months after the Options were granted;
(b) no more than 25% of Options vest no sooner than six months after the Options were granted;
(c) no more than 25% of Options vest no sooner than nine months after the Options were granted; and
(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.
Term of Option – The term of an Option will be set by the Board at the time such Option is allocated under the Option Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.
Optionee Ceasing to be a Director, Employee or Service Provider – Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:
(a) in the case of the death of an Optionee, any vested Option held by him/her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
(b) an Option granted to any Service Provider (excluding Service Providers conducting Investor Relations Activities) will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested on the date the Optionee ceased to be so employed by or to provide services to the Company;
(c) an Option granted to any Investor Relations Service Provider will expire 30 days after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and
(d) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.
Non-Assignability of Options – Except in the case of death of an Optionee, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Amendment of the Option Plan by the Board of Directors - Subject to the requirements of the TSXV Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion amend, or modify the Option Plan or any Option granted as follows:
(a) it may make amendments which are of a typographical, grammatical or clerical nature only;
(b) amendments of a housekeeping nature;
(c) it may change the vesting provisions of an Option granted pursuant to the Option Plan, subject to prior written approval of the TSXV, if applicable;
(d) it may change the termination provision of an Option granted pursuant to the Option Plan which does not entail an extension beyond the original Expiry Date of such Option or 12 months from termination;
(e) it may make amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSXV;
(f) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSXV, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and
(g) it may make such amendments as reduce, and do not increase, the benefits of the Option Plan to Service Providers.
Amendments Requiring Disinterested Shareholder Approval - The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:
(a) the Option Plan, together with all of the Company’s other previous Share Compensation Arrangements, could result at any time in:
- (i) the aggregate number of Common Shares reserved for issuance to Insiders exceeding 10% of the Outstanding Shares;
- (ii) the aggregate number of Common Shares reserved for issuance to Insiders within a 12month period exceeding 10% of the Outstanding Shares; or
- (iii) the aggregate number of Common Shares reserved for issuance to any one Optionee within a 12-month period exceeding 5% of the Outstanding Shares; or
(b) any reduction in the Exercise Price of an Option, or extension to the Expiry Date of an Option held by an Insider at the time of the proposed amendment, is subject to Disinterested Shareholder Approval in accordance with the policies of the TSXV.
Take Over Bid - If a Take Over Bid is made to the Shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding other applicable vesting requirements or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSXV (or the NEX, as the case may be) for vesting requirements imposed by the TSXV Policies.
Acceleration of Vesting on Change of Control – In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities. Notwithstanding the foregoing, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.
Black-out Period - The Option Plan also contains provision for a “Black-out Period”. Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall, subject to approval of the TSXV (or the NEX, as the case may be), be automatically extended without any further act or formality to that

day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth (10th) Business Day to be considered the Expiry Date for such Option for all purposes under the Option Plan. The tenth (10th) Business Day period referred to herein may not be extended by the Board. “ Black-out Period ” is defined in the Option Plan to mean an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject).

Cashless Exercise – The Option Plan also contains a “cashless exercise” or “net exercise” basis. “Cashless exercise” is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. “Net exercise” is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. The current market price must be the 5-day volume weighted average trading price prior to option exercise. “Net exercise” may not be utilized by persons performing investor relations services.

The foregoing information is intended to be a brief description of the Option Plan and is qualified in its entirety by the full text of the Option Plan which is available under the Company’s SEDAR profile at www.sedarplus.ca.

Long-Term Incentive Plan ( Share-Based Awards )

The Company has a Long-Term Incentive dated for reference October 14, 2022, which was approved by Shareholders at the Company’s annual general meeting held on February 24, 2023 (the “ LTIP ”).

The purpose of the LTIP is to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of eligible participants in the LTIP (“ Participants ”) with that of other Shareholders of the Company generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Common Shares as long-term investments.

Summary of Material Terms of LTIP

The LTIP is administered by the Board and provides that the Board may, from time to time, in its discretion, and in accordance with TSXV requirements or any other stock exchange on which the Common Shares are listed (the “ Exchange ”), grant to eligible Participants, non-transferable awards (the “ Awards ”). Such Awards include restricted share units (“ RSUs ”), deferred share units (“ DSUs ”) and performance share units (“ PSUs ”).

Under the LTIP, the maximum number of Common Shares issuable at any time pursuant to outstanding Awards will be up to a maximum of 11,864,929 Common Shares of the Company.

No Award that can be settled in Common Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Common Shares subject to such Award to exceed the above noted total number of Common Shares reserved for issuance pursuant to the settlement of Awards

The maximum number of Common Shares for which Awards may be issued to any one Participant in any 12month period shall not exceed 5% of the outstanding Common Shares, unless the Company obtains disinterested shareholder approval as required by the policies of the Exchange. The aggregate number of Common Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may be issued to any persons retained to provide Investor Relations Activities (as defined by the Exchange) within any 12-month period shall not exceed 2% of the outstanding Shares, calculated on the date an Option is granted to such persons.

Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards granted to insiders of the Company (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an Award is granted to any insider.

The LTIP provides for customary adjustments or substitutions, as applicable, in the number of Common Shares that may be issued under the LTIP in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction.

In the event of an actual or potential Change of Control (as is defined in the LTIP) of the Company, the Board shall have discretion as to the treatment of Awards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required.

Neither the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the United States Securities Act of 1933 (the “ U.S. Securities Act ”) or under any securities law of any state of the United States of America and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Common Shares will be affixed with an applicable restrictive legend as set forth in the Award Agreement. Provisions of the LTIP relating to U.S. Taxpayers can be found in Article 17 of the LTIP, which is attached as Schedule “B” to this Information Circular

RSUs

Subject to the terms and conditions of the LTIP, the Board may grant RSUs to Participants in such amounts and upon such terms (including time-based restrictions on vesting, restrictions under applicable laws or under the requirements of the Exchange) as the Board shall determine.

No RSU may vest before one year following the date it is granted or issued. The vesting of RSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the LTIP in connection with a change of control, take-over bid, reverse take-over or other similar transaction.

Unless otherwise specified in an Award agreement granting RSUs, RSUs shall vest at the discretion of the Board, subject to the policies of the Exchange, provided that, and subject to the Board’s discretion: (i) upon a Participant’s termination for cause, all RSUs, whether vested (if not yet paid out) or not as at the termination date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the termination date shall automatically and immediately vest and be paid out; (iii) in the case of the disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the LTIP for a period of 12 months after the termination date, provided that any RSUs that have not been vested within 12 months after the termination date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the termination date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the termination date; and (v) in all other cases where a Participant ceases to be eligible under the LTIP, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board,

all unvested RSUs shall automatically and immediately expire and be forfeited as of the termination date, and all vested RSUs will be paid out in accordance with the LTIP.

When and if RSUs become payable, the Participant issued such RSUs shall be entitled to receive payment from the Company in settlement of such RSU: (i) in a number of Common Shares (issued from treasury) equal to the number of RSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the RSUs.

Participants holding RSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

DSUs

Subject to the terms and conditions of the LTIP, the Board may grant DSUs to Participants in such amounts and upon such terms (including the requirement that Participants pay a stipulated purchase price for each DSU, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of the Exchange, or holding or sale restrictions placed on the Common Shares by the Company upon vesting of such DSUs) as the Board shall determine.

When and if DSUs become payable, the Participant issued such DSUs shall be entitled to receive payment from the Company in settlement of such DSU: (i) in a number of Common Shares (issued from treasury) equal to the number of DSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the DSUs. Participants holding DSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

The extent to which a Participant shall have the right to retain DSUs following termination of the Participant’s employment or other relationship with the Company, shall be set out in each DSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all DSUs issued pursuant to the LTIP, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

No DSU may vest before one year following the date it is granted or issued. The vesting of DSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the LTIP in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the LTIP, no DSU granted to that Participant shall remain outstanding for a period of more than 12 months following the termination date, provided that any DSUs that have not been settled within 12 months after the termination date shall automatically and immediately expire and be forfeited on such date.

Performance Awards

Subject to the terms and conditions of the LTIP, the Board may grant PSUs to Participants in such amounts and upon such terms (including the performance criteria applicable to such PSUs) as the Board shall determine. Each PSU shall have an initial value equal to the fair market value of a Common Share on the date of grant. After the applicable performance period has ended, the holder of a PSU shall be entitled to receive payout on the value and number of PSUs, determined as a function of the extent to which the corresponding performance criteria have been achieved.

Subject to the terms of the LTIP, the Board, in its sole discretion, may pay earned PSUs in the form of a number of Common Shares issued from treasury equal to the number of earned PSUs at the end of the applicable performance period. Any Common Shares may be granted subject to any restrictions deemed appropriate by the Board.

Participants holding PSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

The extent to which a Participant shall have the right to retain PSUs following termination of the Participant’s employment or other relationship with the Company, shall be set out in each PSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all PSUs issued pursuant to the LTIP, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

No PSU may vest before one year following the date it is granted or issued. The vesting of PSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the LTIP in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the LTIP, no PSU granted to that Participant shall remain outstanding for a period of more than 12 months following the termination date, provided that any PSUs that have not been settled within 12 months after the termination date shall automatically and immediately expire and be forfeited on such date.

The foregoing summary is not complete and is qualified in its entirety by reference to the LTIP, which is available on the Company’s SEDAR profile at www.sedarplus.ca.

Employment, Consulting and Management Agreements

Under the terms of the Consulting and Management Agreements, the monthly compensation are as follows:

		Monthly Compensation

Trans Rocky Consulting – Terry Tucker (“Tucker Agreement)	President and CEO Services	C$20,000
Fred Tejeda (“Tejeda Agreement”)	Geological Consulting Services	C$7,500
Passant Investments Limited (“Passant Agreement”)–Michael Nesbitt	Management Services	C$12,000
KGSK Capital Management Corp. (“KGSK Agreement”)–Kevin Ma	Management Services	C$17,500

Termination and Change of Control Benefits

In accordance with the terms of the Tucker Agreement, Tejeda Agreement, Passant Agreement, and KGSK Agreement, the Company may terminate each executive at any time without further obligation by providing 30 days’ written notice, except in the case of a change of control. Mr. Tucker, Mr. Tejada, Mr. Nesbitt and Mr. Ma are entitled to receive a payment equivalent to six months’ salary and bonus in the event the agreement is terminated without cause.

In addition, Mr. Tucker, Mr. Tejeda, Mr. Nesbitt and Mr. Ma are entitled to payments equivalent to their respective 12-month salary in the event of a change of control event. Change of control means:

(i) any change in the holding of the Common Shares of the Company as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group within the meaning of the BCBCA becomes the owner, legal or beneficial, directly or indirectly, of forty (40%) per cent or more of

the shares in the capital of the Company or exercises control or direction over forty (40%) per cent or more of the Common Shares of the Company; or

(ii) a sale, lease or other disposition of all or substantially all of the property or assets of the Company; or

(iii) a reorganization, amalgamation or merger (or plan of arrangement in connection with any of the foregoing), not approved by the Board, other than solely involving the Company and one or more of its affiliates, with respect to which substantially all of the persons who were the beneficial owners of the shares in the capital of the Company immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, beneficially own, directly or indirectly, more than forty (40%) per cent of the aggregate voting power of all outstanding equity shares of the Company; or

(iv) a change in the composition of the Board which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholder’s resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; with one exception being that the Change of Control as per clauses (i), (ii), (iii) and (iv) above, has been the result of a proposal put forward and ratified by the Board, and the Consultant is offered the same or higher remuneration, benefits, bonuses as per this contract, and the Consultant’s duties and location are based from Vancouver, British Columbia, Canada and continue to be reflective of his status and qualifications prior to the Change of Control, notwithstanding that there may be a change of job title as a result of the Change of Control.

Upon any of the termination or change of control payments noted above, there are no associated conditions for the terminated officers such as non-compete clauses. The directors and officers must continue to adhere to their confidentiality requirements under the Company’s existing policies.

The following table discloses the estimated amounts payable to those NEOs under a termination or change of control. Amounts disclosed in the table below assume that the NEOs termination of employment and/or change of control occurred on August 31, 2023:

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NEO Payment due upon Termination Payment due upon Change of Control
without cause ($) [(1) ] ($) [(1)]
Terry Tucker C$120,000 C$240,000
Fred Tejeda C$45,000 C$90,000
Michael Nesbitt C$122,000 C$144,000
Kevin Ma C$155,000 C$210,000
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Notes:

(1) Not including any salaries owed upon termination.

Oversight and Description of Director and Named Executive Officer Compensation

Elements of the Compensation Program

The responsibilities relating to executive and director compensation, including reviewing and recommending compensation of the Company’s officers and employees and overseeing the Company’s base compensation structure and equity-based compensation program is performed by the Board as a whole. The Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Company’s senior management. The Board generally reviews the compensation of senior management on an annual basis taking into account compensation paid by other issuers of similar size and activity and the performance of officers generally and in light of the Company’s goals and objectives. No specific “peer group” is used to determine the compensation.

The Company is a small mineral exploration company with limited resources. The compensation for senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including: (a) attracting and retaining talented, qualified and effective executives; (b) motivating the short and long-term performance of executives; and (c) better aligning the interests of executive officers with those of the Company’s shareholders. In the Board’s view, paying salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on comparable companies is compiled from a variety of sources, including national and international publications.

The Board determines the compensation for the CEO and compensation of the Company’s executives is also determined by the Board. In each case, the Board takes into consideration the prior experience of the executive, industry standards, competitive salary information on comparable companies of similar size and stage of development, the degree of responsibility and participation of the executive in the day-to-day affairs of the Company, and the Company’s available cash resources.

In the Board’s view, to attract and retain qualified and effective executives, the Company must pay base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Company operates.

The Board has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors has purchased such financial instruments.

Executive Compensation

There are no arrangements under which NEOs were compensated by the Company during the two most recently completed financial years for their services in their capacity as NEOs, directors or consultants.

Director Compensation

During the two most recently completed financial years, the directors received no cash compensation for acting in their capacity as directors of the Company.

Except for the potential grant to directors of stock options, there were no arrangements under which directors were compensated by the Company during the two most recently completed financial years for their services in their capacity as directors.

Pension Disclosure

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information on the Company’s equity compensation plans under which Common Shares were authorized for issuance as at the financial year ended August 31, 2023.

Equity Compensation Plan Information

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Number of securities
remaining available for future
issuance under equity
Number of securities to be Weighted-average exercise price compensation plans (excluding
issued upon exercise of of outstanding compensation securities reflected in column
outstanding options securities (a))
Plan Category (a) (b) (c)
Equity compensation plans 11,070,000 (Options) $0.14 854,555 (Options)
approved by securityholders – 5,000,000 (DSUs) N/A
Option Plan and LTIP 3,000,000 (RSUs) N/A
Equity compensation plans N/A N/A N/A
not approved by
securityholders
Total 11,070,000 (Options) $0.14 854,555 (Options)
8,000,000 (DSUs/RSUs) N/A 3,864,929 (DSUs/RSUs)
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as at the Company’s most recently completed financial year ended August 31, 2023 or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the financial year ended August 31, 2023, or has any interest in any material transaction during fiscal 2023 other than as disclosed in Note 16 - Related Party Transactions in the annual financial statements for the financial year ended August 31, 2023.

MANAGEMENT CONTRACTS

Other than as described below, there are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

Pursuant to a consulting agreement with Trans Rocky Consulting (“ Trans Rocky ”) dated April 13 2022, the Company has engaged Terry Tucker through Trans Rocky, to provide various services in connection with performing the function as President and Chief Executive Officer to the Company.

Pursuant to a consulting agreement with Passant Investments Limited (“ Passant ”) dated January 1, 2023, the Company has engaged Michael Nesbitt through Passant to provide various services in connection with performing the function as a Senior In-Country Manager and Director to the Company.

Pursuant to a consulting agreement with KGSK Capital Management Corp. (“ KGSK ”) dated March 1, 2021, and amended on January 1, 2023, the Company has engaged Kevin Ma through KGSK to provide various services in connection with performing the function as an Executive Officer to the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Continuation of Share Option Plan

The Option Plan described above in this information circular “ Statement of Executive Compensation – Stock Options and Other Compensation Securities ”. The policies of the TSXV require that “rolling” security-based compensation plans receive yearly shareholder approval at a company’s annual general meeting. At the Meeting, Shareholders will be asked to consider, and if thought fit, to pass an ordinary resolution to approve the continuation of the Option Plan until the next annual general meeting of the Company.

An “ordinary resolution” is a resolution passed by the Shareholders of the Company at a general meeting by a simple majority of votes cast in person or by proxy.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to approve the Option Plan for continuation until the next annual general meeting of the Company.

“ RESOLVED as an ordinary resolution, that the Company’s Option Plan, dated for reference January 16, 2023, be ratified and approved for continuation until the next annual general meeting of the Company.”

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. A copy of the Option Plan will be available for inspection at the Meeting.

B. Shares for Debt Settlement

The Company is indebted to certain insiders (the “ Insiders ”) of the Company in the aggregate amount of $261,000 (the “ Debt ”), as follows:

Name of Insider	Amount Owing	Number of Debt Shares
Fred Tejada Director and Executive Vice President, Exploration	$46,000	1,840,000
Terry Tucker President and CEO	$45,000	1,800,000
Michael Nesbitt Director	$50,000	2,000,000
Kevin Ma Director and Executive Vice President, Capital Markets, Interim CFO and Corporate Secretary	$120,000	4,800,000

On January 22, 2024, the Board approved settlement of the Debt by the issuance of an aggregate of 10,440,000 Common Shares (the “ Debt Shares ”) in the capital stock of the Company at a price of $0.025 per Debt Share (the “ Debt Settlement Shares ”) pursuant to debt settlement agreements entered into between the Company and the Insiders. As the Debt relates to management compensation in excess of C$10,000 per month in the aggregate as noted in Section 6.3(d) of TSXV Policy 4.4 Security Based Compensation, the Company is required to seek disinterested shareholder approval to the issuance of the Debt Settlement Shares.

Accordingly, disinterested shareholders are being asked to approve the following ordinary resolution:

“ RESOLVED as an ordinary that the Company be authorized to issue the 10,440,000 Common Shares of the Company at a price of $0.025 per Common Share to the Insiders in settlement of indebtedness in the sum of $261,000.”

Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Common Shares represented by the proxy.

A disinterested shareholder approval will exclude Common Shares held by Shareholders who are also “insiders”, as such term is defined under applicable securities laws, from the count of votes cast.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited financial statements for the year ended August 31, 2023, and the related management’s discussion and analysis (the “ Financial Statements ”). The Financial Statements will be placed before the Meeting.

Additional information relating to the Company and a copy of the Financial Statements may be obtained under the Company’s SEDAR at www.sedarplus.ca or upon request from the Company at Suite 1507, 1030 West Georgia St., Vancouver, British Columbia, V6E 2Y3, Telephone No.: 604-363-0411. The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

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

DATED at Vancouver, British Columbia, as of this 17[th] day of January, 2024.

BY ORDER OF THE BOARD

Kevin Ma

Kevin Ma, Executive V.P, Capital Markets, Interim CFO and Corporation Secretary

SCHEDULE "A"

KALO GOLD CORP. (The "Corporation")

NOTICE OF CHANGE OF AUDITOR (the "Notice")

To: Dale Matheson Carr-Hilton Labonte LLP

And To: Manning Elliott LLP

And To: British Columbia Securities Commission Alberta Securities Commission

NOTICE IS HEREBY GIVEN that, on the advice of the Board of Directors of the Corporation resolved that:

The resignation of Dale Matheson Carr-Hilton Labonte LLP as auditors of the Corporation effective August 21. 2023 has been accepted; and
The appointment of Manning Elliott LLP as auditors of the Corporation effective August 21, 2023 has been accepted.

In accordance with National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), the Corporation confirms that:

Dale Matheson Carr-Hilton Labonte LLP resigned on its own initiative as auditor of the Company;
The resignation of Dale Matheson Carr-Hilton Labonte LLP and the appointment of Manning Elliott LLP was considered and approved by the Audit Committee and Board of Directors of the Company;
Dale Matheson Carr-Hilton Labonte LLP has not expressed any reservation or modified opinion in its reports for the two most recently completed fiscal years of the Corporation, nor for the period from the most recently completed period for which Dale Matheson Carr-Hilton Labonte LLP issued an audit report in respect of the Corporation and the date of this Notice; and
In the opinion of the Board of Directors of the Corporation, no "reportable event" as defined in NI 51102 has occurred in connection with the audits of the two most recently completed fiscal years of the Corporation nor any period form the most recently completed for which Dale Matheson Carr-Hilton Labonte LLP issued an audit report in respect of the Corporation and the date of this Notice.

Dated as of the 21__ day of __August, 2023.

KALO GOLD CORP.

"Kevin Ma"

Kevin Ma, Interim Chief Financial Officer

LEGAL_41889656.1

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August 28, 2023


BRITISH COLUMBIA SECURITIES COMMISSION	ALBERTA SECURITIES COMMISSION

P.O. Box 10142, Pacific Centre	Suite 600, 250-5thStreet S.W.
9thFloor – 701 West Georgia Street	Calgary, Alberta T2P 0R4
Vancouver, B.C. V7Y 1L2

Dear Sirs:

Re: Kalo Gold Corp. (the “Company”) Notice Pursuant to National Instrument 51-102 - Change of Auditor

As required by the National Instrument 51-102 and in connection with our resignation as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated August 21, 2023 and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.

Yours truly,

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DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

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August 23, 2023

To: British Columbia Securities Commission Alberta Securities Commission

Dear Sirs/Mesdames:

Re: Kalo Gold Corp. (the “Company”) Notice Pursuant to NI 51-102 - Change of Auditor

In connection with our proposed engagement as auditor of the Company, as required by National Instrument 51-102-Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor dated August 23, 2023 given by the Company to ourselves and Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants.

Based on our information at this date, we agree with the statements set out in the Notice that relates to us and we do not agree or disagree with the statements contained in the Notice that relate to Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants.

Yours truly,

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MANNING ELLIOTT LLP Chartered Professional Accountants

cc: Canadian Securities Exchange

AI assistant

Kalo Gold Corp. — Proxy Solicitation & Information Statement 2024

47814_rns_2024-01-25_a8834755-5bf4-4336-b385-209ec0a1d294.pdf

KALO GOLD CORP.

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Notice to Shareholders in the United States

Revocation of Proxies

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

FINANCIAL STATEMENTS

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Management Director Nominees

Notes:

Biographies of Director Nominees

Fred Tejada

Kevin Ma

Michael Nesbitt

David Whittle

Cam Grundstrom

Management recommends the election of each of the nominees listed above as a director of the Company.

Penalties, Sanctions and Cease Trade Orders

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE DISCLOSURE

The Audit Committee’s Charter

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by NEOs and Directors

Stock Options and Other Incentive Plans

10% Rolling Stock Option Plan (Option-Based Awards)

Material Terms of Option Plan

Long-Term Incentive Plan ( Share-Based Awards )

Summary of Material Terms of LTIP

RSUs

DSUs

Performance Awards

Employment, Consulting and Management Agreements

Termination and Change of Control Benefits

Oversight and Description of Director and Named Executive Officer Compensation

Elements of the Compensation Program

Executive Compensation

Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Continuation of Share Option Plan

Shareholder Approval

B. Shares for Debt Settlement

ADDITIONAL INFORMATION

OTHER MATTERS

BY ORDER OF THE BOARD

Kalo Gold Corp. Proxy Solicitation & Information Statement 2024