Lithos Group — AGM Information 2023

Jul 20, 2023

ALCHEMIST MINING INCORPORATED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 2023

AND

INFORMATION CIRCULAR

July 18, 2023

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this notice and information circular, you should immediately contact your advisor.

ALCHEMIST MINING INCORPORATED

Suite 2380 – 1055 West Hastings Street Vancouver, BC, V6E 2E9 Telephone: 604‐307‐4274

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of shareholders of Alchemist Mining Incorporated (the "Company") will be held at the offices of Clark Wilson LLP at 900 – 885 West Georgia Street, Vancouver, BC, V6C 3H1, on Thursday, August 17, 2023, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

• (1) to receive the audited financial statements of the Company for the financial year ended April 30, 2023 and the accompanying report of the auditors;
• (2) to set the number of directors of the Company at six (6);
• (3) to elect Scott Taylor, Jennie Choboter, Michael Kevin McKenna, Michael Westlake, Martín Corredera Silván and Anton Fredrik Klaveness as directors of the Company to serve until the next annual general meeting of shareholders;
• (4) to appoint Charlton & Company, Chartered Professional Accountants as the auditors of the Company for the financial year ending April 30, 2024 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending April 30, 2024; and
• (5) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying information circular (the "Information Circular") provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual general meeting (this "Notice of Meeting").

The board of directors of the Company has fixed July 11, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

COVID‐19

In view of COVID‐19, the Company asks that, in considering whether to attend the Meeting in person, you follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public‐ health/services/diseases/2019‐novel‐coronavirus‐infection.html). The Company encourages shareholders not to attend the Meeting in person if experiencing any of the described COVID‐19 symptoms of fever, cough or difficulty breathing.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non‐registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 18th day of July, 2023.

By Order of the Board of Directors of

ALCHEMIST MINING INCORPORATED

"Scott Taylor" SCOTT TAYLOR Chief Executive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

ALCHEMIST MINING INCORPORATED

Suite 2380 – 1055 West Hastings Street Vancouver, BC, V6E 2E9 Telephone: 604‐307‐4274

INFORMATION CIRCULAR July 18, 2023

INTRODUCTION

This information circular (the "Information Circular") accompanies the notice of annual general meeting of shareholders (the "Notice") of Alchemist Mining Incorporated (the "Company") and is furnished to shareholders (each, a "Shareholder") holding common shares (the "Shares") of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the annual general meeting (the "Meeting") of the Shareholders to be held at 10:00 a.m. (Vancouver time) on Thursday, August 17, 2023 to be held at the offices of Clark Wilson LLP at 900 – 885 West Georgia Street, Vancouver, BC V6C 3H1, or at any adjournment or postponement thereof.

COVID‐19

In view of COVID‐19, the Company asks that, in considering whether to attend the Meeting in person, you follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public‐ health/services/diseases/2019‐novel‐coronavirus‐infection.html). The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID‐19 symptoms of fever, cough or difficulty breathing.

Date and Currency

The date of this Information Circular is July 18, 2023. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

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

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

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of July 11, 2023 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

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

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

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

The Shareholder may vote by mail, by telephone or via the Internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. The Chairman of the Meeting, in his sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

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

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder's attorney‐in‐fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney‐in‐fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

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

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

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

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

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

ADVICE TO BENEFICIAL SHAREHOLDERS

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

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

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

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

Beneficial Shareholders consist of non‐objecting beneficial owners and objecting beneficial owners. A non‐ objecting beneficial owner is a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54‐101 Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators. An objecting beneficial owner means a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54‐101.

The Company is sending proxy‐related materials indirectly to non‐objecting beneficial owners of the Shares. The Company will not pay for the delivery of proxy‐related materials to objecting beneficial owners of the Shares. The objecting beneficial owners of the Shares will not receive the materials unless their intermediary assumes the costs of delivery.

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the record date, determined by the board of directors of the Company (the "Board") to be the close of business on July 11, 2023, a total of 61,655,976 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the record date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

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

Name ofShareholder	Number ofShares Owned	Percentageof OutstandingShares(1)
Scott Taylor	12,005,481(2)	19.47%

(1) Based on 61,655,976 Shares issued and outstanding as of July 11, 2023.

(2) This number includes 1,200,548 Shares held directly and 10,804,933 Shares held indirectly through Reservoir Imaging Solutions LLC, a limited liability company wholly owned by Mr. Taylor, who is the Chief Executive Officer and a director of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended April 30, 2023 together with the auditor's report thereon, will be submitted to the Meeting. Receipt at the Meeting of the financial statements and auditor's report will not constitute approval or disapproval of any matters referred to therein. The Company's financial statements and management discussion and analysis are on available on SEDAR at www.sedar.com.

NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at six (6). An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management of the Company recommends the approval of setting the number of directors of the Company at six (6).

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting of the Company and hold office until the next annual general meeting or until their successors are elected or appointed, unless the director's office is earlier vacated in accordance with the Company's Articles or applicable corporate statutes.

Management of the Company proposes to nominate each of the following directors of the Company, as set out in the table below, for election by the Shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name,Place of Residence andPosition(s)with the Company	Principal Occupation,Business or Employmentfor Last Five Years(1)	Periods duringwhichNominee hasServedas a Director	Number ofSharesOwned(1)
Scott TaylorHighlands Ranch, COCEO and Director	Mr. Taylor is currently the chief executive officer and a director ofthe Company. Mr. Taylor has over 20 years' direct experience infinance, energy, mining, defense, and civil engineering industries.Mr. Taylor started his career raising money in both public andprivate markets for a variety of resource projects includingphysical intermediation of international commodities trades. Mr.Taylor co‐founded Reservoir Imaging Solutions (RIS) in 2019, atechnology driven subsurface imaging company that wasrecognized by Darcy Partners as one of the top 10 subsurfaceoilfield technologies in 2021. Mr. Taylor has prior technical andfinancial experience in exploration, development, and pilot scaleproductiononprivateminesinCanada,Mexico,andInternationally. His experience also includes five years workingfor an engineering company in the mining and energy spacewhichincludedsubsurfacecharacterization,resourcedevelopment,explorationandin‐filldrillprograms,andproduction remediation on mines. He is a published author,invited speaker, and member of the Society of PetroleumEngineers and the Society of Exploration Geophysicists.	April 27, 2023	12,005,481(3)

Name,Place of Residence andPosition(s)with the Company	Principal Occupation,Business or Employmentfor Last Five Years(1)	Periods duringwhichNominee hasServedas a Director	Number ofSharesOwned(1)
Jennie Choboter(2)Mission, BCCFO and Director	Ms. Choboter holds CPA‐CA designations in the provinces ofBritish Columbia and Alberta. She has been the chief financialofficer of the British Columbia Innovation Council since December2012. Ms. Choboter is currently a director and the chief financialofficer of Trenchant Capital Corp., an investment issuer, listed onthe Canadian Securities Exchange (the "CSE"), the chief financialofficer and corporate secretary of Open Daily Technologies Inc., aprivate company, the chief financial officer, corporate secretaryand a director of Vinza Capital Management Corp., an unlistedreporting company, and the chief financial officer and a directorof Alt House Cannabis Inc., an unlisted reporting cannabiscompany. Previously, she has served as a director and/or officerof numerous other public companies. Ms. Choboter holds aBachelor of Commerce degree from the University of Calgary.	March 30, 2022 topresent	Nil(4)
Anton Fredrik KlavenessDenver, CONominee	Mr. Klaveness worked as a private, early‐stage investor in Europefor nearly 20 years before founding NLB Water LLC an oil and gaswaste water solutions company and Aqueous Resources LLC, aninnovative, technology‐driven solution developer for the lithiumindustry. He holds a BSBA from the University of Denver (1991)and an MBA from the Columbia Business School in New York(1997).	To be Nominated	Nil
Martín Corredera SilvánLuxembourg, GrandDuchy of LuxembourgNominee	Mr. Silván has been the principal investment officer, lead ofGeographical Center of European Investment Fund, member ofthe European Investment Bank (EIB) Group since June 2017.	To be Nominated	Nil(4)
Michael WestlakeOttawa, ONNominee	Mr. Westlake has been the strategic lead, Indigenous Led AreaBased Conservation of Present Environment and Climate ChangeCanada since 2022. He was a project advisor with Crown‐Indigenous Relations and Northern Affairs Canada from 2015 to2022.	To be Nominated	600,000
Michael Kevin McKennaThe Woodlands, TXNominee	Mr. McKenna has served on the Executive Leadership Team ofCentric Infrastructure Group as senior vice president from 2021to present. He was the managing partner at Teleios Commoditiesfrom 2017 to 2021.	To be Nominated	40,000(5)

(1) Information has been furnished by the respective nominees individually.

(2) Member of the Audit Committee.

(3) This number includes 1,200,548 Shares held directly and 10,804,933 Shares held indirectly through Reservoir Imaging Solutions LLC, a limited liability company wholly owned by Mr. Taylor, who is the Chief Executive Officer and a director of the Company.

(4) Does not include 250,000 Shares that may be issued on exercise of 250,000 stock options at an exercise price of $0.30 per Share until April 27, 2025, which are exercisable within sixty days of the date of this Information Circular.

(5) Does not include 85,000 Shares that may be issued on exercise of 85,000 stock options at an exercise price of $0.70 per Share until June 5, 2026, which are exercisable within sixty days of the date of this Information Circular.

It is the responsibility of the Insiders (including the directors and officers of the Company) to file in a timely fashion all of their transactions on www.sedi.ca, which the Company has relied on for the information contained in the Information Circular.

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

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

Orders

Except as disclosed below, to the best of management's knowledge, no proposed director of the Company is, or within the 10 years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

• (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days 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 a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days 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.

In August 2015, when Jennie Choboter was a director and/or officer of Trenchant Capital Corp. ("Trenchant"), the British Columbia Securities Commission (the "BCSC") issued a cease trade order against Trenchant for failure to file its annual audited financial statements and management discussion and analysis for the year ended March 31, 2015, and trading in the common shares of Trenchant was halted by the TSX Venture Exchange (the "TSXV"). In January 2016, the BCSC issued a partial revocation order in respect of the cease trade order, pursuant to which Trenchant was permitted to undertake a $600,000 private placement, in order to enable the company to complete its delinquent filings. The BCSC revoked the cease trade order on April 25, 2016, when the outstanding filings were completed, and the TSXV reinstated trading in the common shares of Trenchant on the NEX board of the TSXV on May 3, 2016.

Bankruptcies

To the best of management's knowledge, no proposed director of the Company is, or within 10 years before the date of this Information Circular, has been, a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the capacity, 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 made a proposal under any legislation relating to bankruptcies or insolvency.

Penalties and Sanctions

To the best of management's knowledge, no proposed director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

General

"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;

"named executive officer" or "NEO" 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 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 for that financial year; and
• (d) each individual who would be a NEO 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;

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

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non‐plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

		Salary,
		Consulting Fee,				Value of All
Name		Retainer or		Committee or	Value of	Other	Total
and		Commission	Bonus	Meeting Fees	Perquisites(2)	Compensation	Compensation
Position	Year(1)	($)	($)	($)	($)	($)	($)
Scott Taylor(3)	2023	Nil	Nil	Nil	Nil	Nil	Nil
CEO and Director	2022	N/A	N/A	N/A	N/A	N/A	N/A
Jennie Choboter(4)	2023	31,000	Nil	Nil	Nil	Nil	31,000
CFO and Director	2022	12,500	Nil	Nil	Nil	Nil	12,500
Eric Boehnke(5)
Former CEO and	2023	Nil	Nil	Nil	Nil	Nil	Nil
Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
Paul Mann(6)	2023	Nil	Nil	Nil	Nil	Nil	Nil
Former President,
CEO and Director	2022	82,500	Nil	Nil	Nil	Nil	82,500
James Carter(7)	2023	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
Awet Kidane(8)	2023	N/A	N/A	N/A	N/A	N/A	N/A
Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
Zeta Ceti(9)	2023	N/A	N/A	N/A	N/A	N/A	N/A
Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
Brian Clay(10)	2023	N/A	N/A	N/A	N/A	N/A	N/A
Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil

• (1) For the year ended April 30th.
• (2) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.
• (3) Scott Taylor was appointed as CEO and a director of the Company on April 27, 2023.
• (4) Jennie Choboter was appointed as CFO of the Company on December 15, 2021 and as a director of the Company on March 30, 2022.
• (5) Eric Boehnke was the CEO from March 30, 2022 to April 27, 2023 and has been a director of the Company since March 30, 2022.
• (6) Paul Mann was appointed as President of the Company on August 26, 2019, as CEO of the Company on December 10, 2018 and as a director of the Company on July 16, 2018 and resigned from these positions on March 30, 2022.
• (7) James Carter was a director of the Company from March 31, 2022 to April 27, 2023.
• (8) Awet Kidane was appointed as a director of the Company on April 2, 2019 and resigned from the position on March 31, 2022.
• (9) Zeta Ceti was appointed as a director of the Company on August 9, 2019 and resigned from the position on March 31, 2022.
• (10) Brian Clay was appointed as a director of the Company on December 26, 2018 and resigned from the position on March 30, 2022

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the year ended April 30, 2023 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Compensation Securities
Name andPosition	Type ofCompensationSecurity	Number ofCompensationSecurities, Number ofUnderlying Securitiesand Percentage of Class	Date ofIssue orGrant	Issue,Conversion orExercise Price$	Closing Priceof Security orUnderlyingSecurity onDate of Grant$	Closing Priceof Security orUnderlyingSecurity atYear End$	Expiry Date
JennieChoboterCFO andDirector	Stock Options	250,000 / 250,000 /71.4%	April 27,2023	0.30	0.60	0.60	April 27,2025
James CarterFormerDirector	Stock Options	100,000 / 100,000 /28.6%	April 27,2023	0.30	0.60	0.60	April 27,2025

As at April 30, 2023, the following NEOs and directors held compensation securities:

• (a) Jennie Choboter, the CFO and a director of the Company, owned an aggregate of 200,000 compensation securities, comprised solely of stock options, each of which is exercisable into one Share at a price of $0.30 until April 27, 2025; and
• (b) James Carter, a former director of the Company, owned an aggregate of 200,000 compensation securities, comprised solely of stock options, each of which is exercisable into one Share at a price of $0.30 until April 27, 2025.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by a Company director or NEO during the Company's most recently completed financial year ended April 30, 2023.

Stock Option Plans and Other Incentive Plans

Effective as of November 22, 2022 the Board adopted an omnibus equity incentive plan (the "Omnibus Plan"). The Omnibus Plan provides flexibility to the Company to grant equity‐based incentive awards in the form of equity‐ based incentive awards in the form of options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"), as described in further detail below. The purpose of the Omnibus Plan is to, among other things, provide the Company with a share related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and to reward such of those directors, officers, employees and consultants as may be granted awards under the Omnibus Plan by the Board from time to time for their contributions toward the long‐term goals and success of the Company and to enable and encourage such directors, employees and consultants to acquire Shares as long‐term investments and proprietary interests in the Company.

A copy of the Omnibus Plan is attached as Schedule B to the Company's information circular dated November 23, 2022 and filed on SEDAR at www.sedar.com. A copy of the Omnibus Plan is also available free of charge at the office of the Company, Suite 2380 – 1055 West Hastings Street, Vancouver, BC, V6E 2E9, during normal business hours up to and including the date of the Meeting.

Key Terms of the Omnibus Equity Incentive Plan

Shares Subject to the Omnibus Plan

The Omnibus Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Shares), provides that the aggregate maximum number of Shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Plan shall not exceed 20% of the Company's issued and outstanding Shares from time to time. The Omnibus Plan is considered an "evergreen" plan, since the Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the Omnibus Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.

Administration of the Omnibus Plan

The Omnibus Plan Administrator (as defined in the Omnibus Plan) is determined by the Board, and is initially the Board. The Omnibus Plan may in the future continue to be administered by the Board itself or delegated to a committee of the Board. The Omnibus Plan Administrator determines which directors, officers, consultants and employees are eligible to receive awards under the Omnibus Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Company, the number of Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the Omnibus Plan Administrator may determine.

In addition, the Omnibus Plan Administrator interprets the Omnibus Plan and may adopt guidelines and other rules and regulations relating to the Omnibus Plan, and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Omnibus Plan.

Eligibility

All directors, officers, employees and consultants are eligible to participate in the Omnibus Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Omnibus Plan will be determined in the sole and absolute discretion of the Omnibus Plan Administrator.

Types of Awards

Awards of Options, RSUs, PSUs and DSUs may be made under the Omnibus Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Omnibus Plan Administrator, in its sole discretion, subject to such limitations provided in the Omnibus Plan, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the Omnibus Plan and in accordance with applicable law, the Omnibus Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Shares issued pursuant to awards.

Options

An Option entitles a holder thereof to purchase a prescribed number of treasury Shares at an exercise price set at the time of the grant. The Omnibus Plan Administrator will establish the exercise price at the time each Option is granted, which exercise price must in all cases be the greater of the closing market price of the Shares on (i) the trading day prior to the date of grant and (ii) the date of grant, and as otherwise required pursuant to the policies of the any stock exchange on which the Shares are listed (the "Market Price"), unless otherwise permitted by applicable securities laws or the policies of a stock exchange on which the Shares are listed. Subject to any accelerated termination as set forth in the Omnibus Plan, each Option expires on its respective expiry date, provided such expiry date does not exceed 10 years. The Omnibus Plan Administrator will have the authority to determine the vesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Omnibus Plan Administrator or as otherwise set forth in any written employment agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The Omnibus Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable. The Omnibus Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the Omnibus Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Omnibus Plan Administrator at the time of granting an Option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price. Subject to the policies of any stock exchange on which the Shares are listed, a participant may, in lieu of exercising an Option pursuant to an exercise notice, elect to surrender such Option to the Company (a "Cashless Exercise") in consideration for an amount from the Company equal to (i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate exercise price of the Option (or portion thereof) surrendered relating to such Shares (the "In‐the‐Money Amount") by written notice to the Company indicating the number of Options such participant wishes to exercise using the Cashless Exercise, and such other information that the Company may require. Subject to the provisions of the Omnibus Plan and the policies of any stock exchange on which the Shares are listed, the Company will satisfy payment of the In‐the‐Money Amount by delivering to the participant such number of Shares having a fair market value equal to the In‐the‐Money Amount.

Restricted Share Units

An RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or the value thereof) for each RSU after a specified vesting period. The Omnibus Plan Administrator may, from time to time, subject to the provisions of the Omnibus Plan and such other terms and conditions as the Omnibus Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "RSU Service Year").

The number of RSUs (including fractional RSUs) granted at any particular time under the Omnibus Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Omnibus Plan Administrator, by (b) the greater of (i) the Market Price of a Share on the date of grant and (ii) such amount as determined by the Omnibus Plan Administrator in its sole discretion. The Omnibus Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the U.S. Internal Revenue Code, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of such holder but subject to the approval of the Omnibus Plan Administrator: (a) one fully paid and non‐assessable Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Shares and cash. Any such cash payments made by the Company shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the Omnibus Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Performance Share Units

A PSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company, which entitles the holder to receive one Share (or the value thereof) for each PSU after specific performance‐based vesting criteria determined by the Omnibus Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant's service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Omnibus Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The Omnibus Plan Administrator may, from time to time, subject to the provisions of the Omnibus Plan and such other terms and conditions as the Omnibus Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "PSU Service Year").

The Omnibus Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of such holder but subject to the approval of the Omnibus Plan Administrator: (a) one fully paid and non‐assessable Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Shares and cash. Any such cash payments made by the Company to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the Omnibus Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

Deferred Share Units

A DSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or, at the election of the holder and subject to the approval of the Omnibus Plan Administrator, the cash value thereof) for each DSU on a future date. The Board may fix from time to time a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service on the Board (the "Director Fees") that are to be payable in the form of DSUs. In addition, each director is given, subject to the provisions of the Omnibus Plan, the right to elect to receive a portion of the cash Director Fees owing to them in the form of DSUs.

Except as otherwise determined by the Omnibus Plan Administrator or as set forth in the particular award agreement, DSUs shall vest immediately upon grant. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of Director Fees that are to be paid in DSUs, as determined by the Omnibus Plan Administrator, by (b) the Market Price of a Share on the date of grant. Upon settlement, holders will redeem each vested DSU for: (a) one fully paid and non‐assessable Share issued from treasury in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the Omnibus Plan Administrator, a cash payment on the date of settlement. Any cash payments made under the Omnibus Plan by the Company to a participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

Dividend Equivalents

Except as otherwise determined by the Omnibus Plan Administrator or as set forth in the particular award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black‐out Periods

In the event an award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Company exists, the expiry of such award will be the date that is 10 business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While the does not stipulate a specific term for awards granted thereunder, as discussed below, awards may not expire beyond 10 years from its date of grant, except where shareholder approval is received or where an expiry date would have fallen within a blackout period of the Company. All awards must vest and settle in accordance with the provisions of the Omnibus Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the Omnibus Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant's applicable employment agreement, award agreement or other written agreement:

Event	Provisions
Termination forCause/Resignation	Any Option or other award held by the participant that has not been exercised, surrenderedor settled as of the Termination Date (as defined in the Omnibus Plan) shall be immediatelyforfeited and cancelled as of the Termination Date.
Termination without Cause	A portion of any unvested Options or other awards shall be immediately forfeited andcancelled as of the Termination Date. Any vested Options may be exercised by theparticipant at any time during the period that terminates on the earlier of: (A) the expirydate of such Option; and (B) the date that is 90 days after the Termination Date. If an Optionremains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeitedand cancelled for no consideration upon the termination of such period. In the case of avested award other than an Option, such award will be settled within 90 days after theTermination Date.
Disability	Any award held by the participant that has not vested as of the date of such participant'sTermination Date shall be immediately forfeited and cancelled as of the Termination Date.Any vested Option may be exercised by the participant at any time until the expiry date ofsuch Option. Any vested award other than an Option will be settled within 90 days after theTermination Date.
Death	Any award that is held by the participant that has not vested as of the date of the death ofsuch participant shall be immediately forfeited and cancelled as of the Termination Date.Any vested Option may be exercised by the participant's beneficiary or legal representative(as applicable) at any time during the period that terminates on the earlier of: (a) the expirydate of such Option, and (b) the first anniversary of the date of the death of suchparticipant. If an Option remains unexercised upon the earlier of (A) or (B), the Option shallbe immediately forfeited and cancelled for no consideration upon the termination of suchperiod. In the case of a vested award other than an Option, such award will be settled withthe participant's beneficiary or legal representative (as applicable) within 90 days after thedate of the participant's death.

Retirement

Any (i) outstanding award that vests or becomes exercisable based solely on the participantremaining in the service of the Company or its subsidiary will become 100% vested, and (ii)outstanding award that vests based on the achievement of Performance Goals (as defined inthe Omnibus Plan) that has not previously become vested shall continue to be eligible tovest based upon the actual achievement of such Performance Goals. Any vested Option maybe exercised by the participant at any time during the period that terminates on the earlierof: (A) the expiry date of such Option; and (B) the third anniversary of the participant's dateof retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Optionshall be immediately forfeited and cancelled for no consideration upon the termination ofsuch period. In the case of a vested award other than an Option that is described in (i), suchaward will be settled within 90 days after the participant's retirement. In the case of avested award other than an Option that is described in (ii), such award will be settled at thesame time the award would otherwise have been settled had the participant remained inactive service with the Company or its subsidiary. Notwithstanding the foregoing, if,following his or her retirement, the participant commences (the "Commencement Date")employment, consulting or acting as a director of the Company or any of its subsidiaries (orin an analogous capacity) or otherwise as a service provider to any person that carries on orproposes to carry on a business competitive with the Company or any of its subsidiaries, anyOption or other award held by the participant that has not been exercised or settled as ofthe Commencement Date shall be immediately forfeited and cancelled as of theCommencement Date.

Change in Control

Unless otherwise determined by the Omnibus Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on the CSE, the Company may terminate all of the awards, other than an Option held by a participant that is a resident of Canada for the purposes of the Income Tax Act (Canada), granted under the Omnibus Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such participant as determined by the Omnibus Plan Administrator, acting reasonably, provided that any vested awards granted to U.S. Taxpayers (as defined in the Long Term Incentive Plan) will be settled within 90 days of the Change in Control.

Subject to certain exceptions, a "Change in Control" includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Shares, (b) the sale of all or substantially all of the Company's assets, (c) the dissolution or liquidation of the Company, (d) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (e) individuals who comprise the Board at the last annual meeting of shareholders (the "Incumbent Board") cease to constitute at least a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board, or (f) any other event which the Board determines to constitute a change in control of the Company.

Non‐Transferability of Awards

Except as permitted by the Omnibus Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will or as required by law, no assignment or transfer of awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding award pass to a beneficiary or legal representative upon the death of a participant, the period in which such award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant's death.

Amendments to the Omnibus Plan

The Omnibus Plan Administrator may also from time to time, without notice and without approval of the holders of voting Shares, amend, modify, change, suspend or terminate the Long Term Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change, suspension or termination of the Omnibus Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the Omnibus Plan without the consent of such participant, unless the Omnibus Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. Taxpayer to be subject to the income inclusion under Section 409A of the United States Internal Revenue Code, as amended, shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of any applicable stock exchange, the approval of Shareholders is required to effect any of the following amendments to the Omnibus Plan:

• 1. increasing the number of Shares reserved for issuance under the Omnibus Plan, except pursuant to the provisions in the Omnibus Plan which permit the Omnibus Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
• 1. reducing the exercise price of an option award except pursuant to the provisions in the Omnibus Plan which permit the Omnibus Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
• 1. extending the term of an Option award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the participant or within 10 business days following the expiry of such a blackout period);
• 1. permitting an Option award to be exercisable beyond 10 years from its date of grant (except where an expiry date would have fallen within a blackout period);
• 1. changing the eligible participants; and
• 1. deleting or otherwise limiting the amendments that require approval of the shareholders.

Except for the items listed above, amendments to the Omnibus Plan will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) amending the provisions for early termination of awards in connection with a termination of employment or service, (c) adding covenants of the Company for the protection of the participants, (d) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Anti‐Hedging Policy

Participants are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

External Management Companies

The Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

Employment, Consulting and Management Agreements

Other than as described below, the Company has not entered into any agreements or arrangements under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company that were performed by a director or NEO or performed by another party but are services typically provided by a director or NEO.

Consulting Agreement with Scott Taylor

Effective April 27, 2023, the Company entered into a consulting agreement (the "Consulting Agreement") with Reservoir Imaging Solutions LLC (the "Consultant"), a limited liability company wholly owned by Scott Taylor and Scott Taylor, pursuant to which Mr. Taylor agreed to provide services as CEO of the Company for a consulting fee (the "Fee") of US$160,000 (plus applicable GST) and a milestone payment of CDN$150,000 six (6) months from the date of the Consulting Agreement.

The Consulting Agreement is for an initial one year term and renews automatically for one year terms each year thereafter unless either the Company or the Consultant gives 90 days' written notice to the other of its intention not to renew the Consulting Agreement. The Consulting Agreement may be terminated at any time by: (i) the Consultant at any time by giving the Company written notice of such termination at least ninety (90) days prior to the termination date set forth in such written notice; and (ii) the Company upon the occurrence of any default by the Consultant by giving written notice to the Consultant specifying the nature of such default. If the Consulting Agreement is terminated the Consultant is entitled to be paid the Fees up until the effective date of termination of the Consulting Agreement.

Termination and Change of Control Benefits

Other than as described above, there is no contract, agreement, plan or arrangement between the Company and its Named Executive Officers that provide for payments to Named Executive Officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of the Company or a change in a Named Executive Officer's responsibilities.

Oversight and Description of Director and NEO Compensation

Compensation of Directors

Compensation of directors of the Company is reviewed annually and determined by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board's view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers Option grants to directors under the Omnibus Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of Options. Other than the Omnibus Plan, as discussed above, the Company does not offer any long‐term incentive plans, share compensation plans or any other such benefit programs for directors.

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board's view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.

Elements of NEO Compensation

Salary

The Company's CEO and CFO receive consulting/management fees pursuant to the terms of the Management Agreements. The Board reviews salaries annually to ensure that they reflect each respective NEO's performance and experience in fulfilling his/her role. Due to the relatively small size of the Company, limited cash resources, and the early stage and scope of the Company's operations, NEOs receive limited salaries relative to industry standards. The Board does not currently have any plan in place to materially increase NEOs' salaries.

Omnibus Plan

The Company provides the Omnibus Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Company and benefit from the Company's growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the Omnibus Plan, the Company does not offer any long‐term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details with respect to the stock options granted under the Current Stock Option Plan as at April 30, 2023.

Plan Category	Number of Shares tobe issued uponexercise of outstandingoptions(1)	Weighted‐averageexercise price ofoutstandingoptions	Number of securities remainingavailable for future issuance underequity compensation plans
Equity compensation plansapproved by shareholders	350,000	$0.30	862,032
Equity compensation plans notapproved by shareholders	Nil	N/A	Nil
Total	350,000	$0.30	862,032

(1) The Company does not have any awards outstanding under any equity compensation plans.

APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to pass an ordinary resolution to appoint Charlton & Company, Chartered Professional Accountants as auditors of the Company for the financial year ending April 30, 2024, and to authorize the directors of the Company to fix the remuneration to be to be paid to the auditors for the financial year ending April 30, 2024. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Charlton & Company, Chartered Professional Accountants were appointed as the auditors of the Company on August 10, 2020.

Management of the Company recommends that Shareholders vote for the appointment of Charlton & Company, Chartered Professional Accountants as the Company's auditors for the Company's financial year ending April 30, 2024 and the authorization of the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending April 30, 2024.

AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52‐110 Audit Committees ("NI 52‐110"), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to its audit committee (the "Audit Committee"):

The Audit Committee Charter

The full text of the audit committee charter (the "Charter") is attached as Schedule "A" to this Information Circular.

Composition of the Audit Committee

The Company's audit committee (the "Audit Committee") is comprised of two directors consisting of Eric Boehnke and Jennie Choboter. As defined in NI 52‐110, Jennie Choboter, the Company's CFO is not "independent", as she is an executive officer of the Company and Eric Boehnke, the Company's former CEO is not "independent", as he has been an executive officer of the Company during the past year. All of the Audit Committee members are "financially literate", as defined in NI 52‐110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) 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 one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

Eric Boehnke

Mr. Boehnke is the CEO and a director of Trenchant Capital Corp., an investment issuer, listed on the CSE, the CEO and a director of Alt House Cannabis Inc., a cannabis company, not listed on any exchange, the CEO, President and a director of Vinza Capital Management Inc., a finance company, not listed on any exchange, a director of Power Group Projects Corp., a mineral resource company listed on the TSXV, and the CEO, CFO, President, Secretary and a director of Rockshield Opportunities Corp., a reporting issuer not listed in any exchange. He has served as director and on the audit committees of a number of TSXV and CSE listed companies. Mr. Boehnke is also the President and a director of Big Sky Management Ltd., a private company principally involved with providing corporate finance services to private and public companies. Mr. Boehnke holds a Bachelor of Science from the University of Toronto.

Jennie Choboter

Ms. Choboter is a chartered accountant with over 30 years of extensive experience in financial management and general corporate governance. Ms. Choboter has held a number of senior financial management positions in a wide variety of industries, including natural resources, technology, pulp and paper, and insurance. Since 1998, Ms. Choboter has been providing financial accounting consulting services to start‐ups and companies in the public and private sector. Ms. Choboter obtained her bachelor of commerce degree from the University of Calgary in 1976.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5) or Part 8 of NI 52‐110. Section 2.4 (De Minimis Non‐audit Services) provides an exemption from the requirement that the Audit Committee must pre‐approve all non‐audit services to be provided by the auditor, where the total amount of fees related to the non‐audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non‐audit services were provided. Sections 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member) and 6.1.1(6) (Death, Incapacity or Resignation) provide exemptions from the requirement that a majority of the members of the Company's Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of National Instrument 52‐110 in whole or in part.

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

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

The aggregate fees billed by the Company's external auditor in the last two fiscal years, by category, are as follows:

Year Ended April 30	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2023	Nil	$13,500	Nil	Nil
2022	$17,500	Nil	$1,000	Nil

Exemption

The Company is exempt from the Audit Committee composition requirements of NI 52‐110 which require all Audit Committee members to be independent. However, pursuant to subsection 6.1.1(3) of NI 52‐110 and the policies of the CSE, a majority of the members of the Audit Committee must not be executive officers, employees or Control Persons of the Company. Given this, the Company has not complied with the requirements of section 6.1.1 of NI 52‐110 since March 30, 2022, as a majority of the Company's Audit Committee members are also executive officers of the Company. Since this time, the Company has undertaken efforts to recruit an additional independent director to its Board and Audit Committee; however, these efforts have been unsuccessful to date. The Company will appoint new members of the Audit Committee after the Meeting.

In the interim, the Board has determined that the lack of a majority of independent directors on the Audit Committee will not materially adversely affect the ability of the Audit Committee to act independent and to satisfy the other requirements of NI 52‐110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, proposed nominee for election to the Board, or associate of such persons is, or at any time since the beginning of the Company's most recently completed financial year has been, indebted to the Company or any of its subsidiaries.

No indebtedness of current or former director, executive officer, proposed nominee for election to the Board, or associate of such person is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than ten percent of the voting rights attached to the Shares outstanding (an "Insider"); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company, which were, to any substantial degree, performed by a person other than the directors or executive officers of the Company, except as otherwise described in this Information Circular.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58‐101 Disclosure of Corporate Governance Practices, the Company is required to disclose its corporate governance practices as follows:

General

National Instrument 58‐101 Disclosure of Corporate Governance Practices, as adopted by the Canadian Securities Administrators, prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board facilitates its exercise of independent supervision over the Company's management through meetings of the Board.

Each of Anton Fredrik Klaveness, Martín Corredera Silván, Michael Kevin McKenna and Michael Westlake are considered to be independent in that each of them are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to materially interfere with the director's ability to act with the best interests of the Company, other than the interests and relationships arising from being Shareholders.

Directorships

The following table sets out information regarding other directorships presently held by directors of the Company with other reporting issuers (or the equivalent) in Canada or any foreign jurisdiction:

Name of Director	Names of Other Reporting Issuers	Securities Exchange
	Trenchant Capital Corp.	CSE
	Vinza Capital Management Inc.	N/A
Eric Boehnke	Alt House Cannabis Inc.	N/A
	Power Group Projects Corp.	TSXV
	Rockshield Opportunities Corp.	N/A
	Trenchant Capital Corp.	CSE
Jennie Choboter	Vinza Capital Management Inc.	N/A
	Alt House Cannabis Inc.	CSE

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education.

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.

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 Board has no committees other than the Audit Committee.

Assessments

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

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors, the approval of the grant of Options, RSUs, PSUs and DSUs which may be granted to such persons upon the approval of the Omnibus Plan, as further discussed above.

Directors, executive officers, proposed nominees for election as director of the Company may be interested in the approval of the Company's Plan, pursuant to which they may be granted Options, RSUs, PSUs and DSUs. For additional details regarding the terms of the Omnibus Plan, see "Statement of Executive Compensation – Statement of Option Plans and Other Incentive Plans" above.

PARTICULARS OF MATTERS TO BE ACTED UPON

There are no particulars of other matters to be acted upon at the Meeting.

ADDITIONAL INFORMATION

Shareholders may contact the Company at its office by mail at Suite 2380 – 1055 West Hastings Street, Vancouver, BC, V6E 2E9, to request copies of the Company's financial statements and related Management's Discussion and Analysis (the "MD&A"). Financial information is provided in the Company's audited financial statements and MD&A for the most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available on SEDAR.

OTHER MATTERS

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

APPROVAL OF THE BOARD OF DIRECTORS

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

Dated at Vancouver, British Columbia this 18th day of July, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS OF

ALCHEMIST MINING INCORPORATED

"Scott Taylor" Scott Taylor Chief Executive Officer and Director

SCHEDULE "A"

ALCHEMIST MINING INCORPORATED (the "Company")

AUDIT COMMITTEE CHARTER

ALCHEMIST MINING INCORPORATED

(the "Company")

AUDIT COMMITTEE CHARTER

1. Purpose of the Committee

1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors.

2. Members of the Audit Committee

• 2.1 At least one Member must be "financially literate" as defined under MI 52‐110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the 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.
• 2.2 The Audit Committee shall consist of no less than three Directors.
• 2.3 At least one Member of the Audit Committee shall be "independent" as defined under MI 52 110, while the Company is in the developmental stage of its business.

3. Relationship with External Auditors

• 3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.
• 3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.
• 3.3 The Audit Committee must direct and ensure that the management fully co‐operates with the external auditors in the course of carrying out their professional duties.
• 3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non‐Audit Services

4.1 The external auditors are prohibited from providing any non‐audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non‐audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

• 4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:
  • (i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and
  • (ii) performing any non‐audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

5. Appointment of Auditors

• 5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.
• 5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6. Evaluation of Auditors

6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7. Remuneration of the Auditors

• 7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.
• 7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8. Termination of the Auditors

8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

9. Funding of Auditing and Consulting Services

9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

10. Role and Responsibilities of the Internal Auditor

10.1 At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

11. Oversight of Internal Controls

11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

12. Continuous Disclosure Requirements

12.1 At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company is responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements.

13. Other Auditing Matters

• 13.1 The Audit Committee may meet with the external auditors independently of the management of the Company at any time, acting reasonably.
• 13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Committee to assess the adequacy of this Charter.

15. Independent Advisers

15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.