Lovitt Resources Inc. — AGM Information 2020

Dec 11, 2020

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LOVITT RESOURCES INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 7, 2021

NOTICE OF ANNUAL GENERAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

December 3, 2020

These materials are important and require your immediate attention. They require shareholders of Lovitt Resources Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your professional advisors.

TABLE OF CONTENTS

MANAGEMENT PROXY CIRCULAR ........................................................................................................................ 2 GENERAL INFORMATION CONCERNING THE MEETING AND VOTING ..................................................... 3 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ............................................. 5 FINANCIAL STATEMENTS ....................................................................................................................................... 6 FIXING THE NUMBER OF DIRECTORS ................................................................................................................ 6 ELECTION OF DIRECTORS ..................................................................................................................................... 7 APPOINTMENT OF AUDITOR ................................................................................................................................. 9 CONFIRMING STOCK OPTION PLAN .................................................................................................................. 10 STATEMENT OF EXECUTIVE COMPENSATION ............................................................................................... 11 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ........................ 13 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................................................... 13 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ....................... 13 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................ 13 MANAGEMENT CONTRACTS ................................................................................................................................ 13 AUDIT COMMITTEE DISCLOSURE ...................................................................................................................... 13 CORPORATE GOVERNANCE DISCLOSURE ....................................................................................................... 15 ADDITIONAL INFORMATION ............................................................................................................................... 17 OTHER BUSINESS .................................................................................................................................................... 17 AVAILABLE INFORMATION .................................................................................................................................. 17 APPROVAL OF BOARD ............................................................................................................................................ 17

APPENDIX A Audit Committee Charter .…………………………………………………...………….………… A-1

LOVITT RESOURCES INC.

MANAGEMENT PROXY CIRCULAR

(unless otherwise noted, as at December 3, 2020)

This management proxy circular (“ Information Circular ”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Lovitt Resources Inc. (“ Lovitt ”) for use at the annual general meeting of shareholders (the “ Shareholders ”) of Lovitt (the “ Meeting ”) to be held via teleconference on Thursday, January 7, 2021 at 1:00 p.m. (PST) and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the Notice of Meeting.

To mitigate risks related to the rapidly evolving global COVID-19 public health emergency to Shareholders, and the Company’s employees, communities and other stakeholders, and based on government recommendations and mandates to avoid large gatherings, the Meeting will be held electronically by teleconference.

Canada/USA: 1-800-719-7514 Access Code: 8181630

Shareholders will not be able to attend the Meeting in person.

The teleconference will allow Shareholders to listen to the Meeting and ask questions regardless of their geographic location or the particular circumstances that they may be facing as a result of COVID-19. The Company strongly encourages Shareholders to vote in advance of the Meeting in accordance with the instructions provided in the body of this Circular.

The Company is monitoring developments regarding COVID-19. In the event the Company decides any change to the date, time, location or format of the Meeting is necessary or appropriate due to difficulties arising from COVID-19, the Company will promptly notify Shareholders of the change by issuing a news release, a copy of which will be available on SEDAR at www.sedar.com.

Notice Regarding Information

Information in this Information Circular is given as at December 3, 2020 unless otherwise indicated and except for information contained in the documents incorporated herein by reference, which is given as at the respective dates stated therein.

No person is authorized to give any information or make any representation not contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation. Neither delivery of this Information Circular nor any distribution of the securities referred to in this Information Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Information Circular.

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GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Solicitation of Proxies

This Information Circular is provided in connection with the solicitation by the management of Lovitt of proxies to be used at the Meeting. The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of Lovitt.

Lovitt has arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and Lovitt may reimburse the intermediaries for their reasonable fees and disbursements in that regard. Lovitt will bear all costs of this solicitation.

Appointment of Proxyholder

The individuals named in the accompanying form of proxy are officers and/or directors of Lovitt. If you are a securityholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the form of proxy accompanying this Information Circular, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the form of proxy accompanying this Information Circular or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the form of proxy accompanying this Information Circular will vote or withhold Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. In the absence of any instructions to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the resolutions described herein, among other things.

The Proxy confers discretionary authority on the persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified;

• (b) any amendment to or variation of any matter identified therein; and

• (c) any other matter that properly comes before the Meeting or any adjournments thereof.

At the date of this Information Circular, management of Lovitt knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any other matters do properly come before the Meeting, it is intended that the person appointed as proxy will vote on such other business in such manner as that person then considers to be proper.

Lovitt is not using the “notice-and-access” delivery procedures established under Canadian securities legislation.

Registered Shareholders

Registered holders of Common Shares electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc., by mail or hand delivery to 100 University Ave., 8[th] Floor, Toronto, ON M5J 2Y1, in all cases ensuring that the form of proxy is received before 1:00 p.m. (PST) on January 5, 2021 or if the Meeting is adjourned or postponed, at least 48 business hours (where “business hours” means hours on days other than a Saturday, Sunday or any other holiday in British Columbia or Ontario) before the time on the date to which the Meeting is adjourned or postponed.

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Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name.

Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of Lovitt as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of Lovitt. Such Common Shares will more likely be registered under the names of intermediaries. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depositary 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 Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms).

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

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

Non-Objecting Beneficial Owners

Lovitt is taking advantage of the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF from the Company’s transfer agent, Computershare Investor Services Inc. The VIF is to be completed and returned to Computershare Investor Services Inc. as set out in the instructions provided on the VIF. Computershare Investor Services Inc. will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both registered and non-registered owners of the securities of Lovitt. If you are a non-registered owner, and Lovitt or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf. By choosing to send these materials to you directly, Lovitt (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.

Objecting Beneficial Owners

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

Lovitt does not intend to pay for intermediaries to deliver to OBOs the meeting materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary. An OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered holders of Common Shares. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by Lovitt. The VIF will name the same persons as the Company’s proxy to represent your Common Shares at the Meeting. You have the right to appoint a

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person (who need not be a Beneficial Shareholder), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person maybe you. To exercise this right, insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

Notice to Lovitt Securityholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and are being affected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the U.S. Exchange Act are not applicable to Lovitt or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Lovitt Securityholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Lovitt Securityholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Lovitt is existing under the Business Corporations Act, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Securityholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxy

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered holder of Common Shares or the authorized attorney thereof in writing, or, if the registered holder of Common Shares is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare Investors Services Inc. at 100 University Ave., 8[th] Floor, Toronto, ON M5J 2Y1, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company is an unlimited number of Common Shares. As at the date of this Information Circular, the outstanding shares of the Company are 11,048,963 Common Shares.

Shareholders registered as at December 3, 2020, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

Ownership by Management

The following table set forth certain information regarding beneficial ownership of the Company’s shares, as of December 3, 2020, by each of the Company’s executive officers and directors.

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Name	Beneficially Owned	Percentage of Class %
LORNE BROWN, Chief Executive Officer and Director	1,227,250(1)	11.11
DOMINIC LAPENNA, Chief Financial Officer	346,535(2)	3.14
JAMES PROUDFOOT, Director	70,500	0.64
DOUGLAS MACAULAY, Director	48,000	0.43
DANIEL C. ARNOLD, Director	1,255,814(3)	11.37

(1) Lorne Brown directly owns 393,750 common shares and indirectly owns 833,500 common shares.

(2) Dominic Lapenna directly owns 70,635 common shares and indirectly owns 275,900 common shares.

(3) Daniel C. Arnold indirectly owns 1,255,814 common shares.

Ownership by Principal Shareholders

To the Company’s knowledge, as of December 3, 2020, the following persons beneficially own, or controls or directs, directly or indirectly, more than 10% of the outstanding shares.

Name	Beneficially Owned	Percentage of Class %
LORNE BROWN, Chief Executive Officer and Director	1,227,250(1)	11.11
SCIENTIFIC INDUSTRIAL SYSTEMS INC., Director	1,255,814(2)	11.37

(1) Lorne Brown directly owns 393,750 common shares and indirectly owns 833,500 common shares.

(2) Daniel C. Arnold, a Director of Lovitt, is the President, Secretary and Treasurer of Scientific Industrial Systems Inc. Mr. Arnold’s spouse, Mrs. Linda M. Chaille-Arnold, MD, is the Chairperson of Scientific Industrial Systems Inc. and is the sole owner of the shares for the company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended June 30, 2020, together with the auditor’s report on those statements and Management Discussion and Analysis, will be presented to the shareholders at the Meeting. The Company changed its financial year end from March 31 to June 30, effective for the fiscal period ended June 30, 2020. The phrase “the most recently completed” or “last completed” financial year, when used herein, refers to the fifteen months ended June 30, 2020.

FIXING THE NUMBER OF DIRECTORS

Shareholders of Lovitt will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors at five (5).

Board Size Resolution

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Board Size Resolution ”):

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BE IT RESOLVED, as an ordinary resolution of the shareholders of Lovitt, that the number of directors of the Company be set to five (5)

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by shareholders voting Common Shares at the Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE BOARD SIZE RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Board Size Resolution.

ELECTION OF DIRECTORS

A shareholder can vote for all of the below nominees, vote for some of the below nominees and withhold for other of the below nominees, or withhold for all of the below nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth below as directors of Lovitt.

The directors of Lovitt are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. Management of Lovitt proposes to nominate the persons listed below for election as directors of Lovitt to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by management of Lovitt will be voted for the nominees listed in this Information Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the nominees for election as directors, the offices they hold within Lovitt, their occupations, the length of time they have served as directors of Lovitt, and the number of shares of Lovitt which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular.

Name, province or state and country of residence and position, if any, held in Lovitt	Principal occupation during the past five years	Served as director since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present (1)	Number of Stock Options Outstanding
C. LORNE BROWN (2) British Columbia, Canada PRESIDENT, CHIEF EXECUTIVE OFFICER & DIRECTOR	Mr. Brown is currently President and Chief Executive Officer of Lovitt. Mr. Brown’s early career was a stockbroker. He was the lead underwriter in taking Lovitt public as Grange Gold Corporation in 1982.	September 2, 2003	393,750 (Direct) 833,500 (Indirect)	Nil
DOMINIC LAPENNA Ontario, Canada CHIEF FINANCIAL OFFICER, SECRETARY & DIRECTOR	Mr. Lapenna is Chief Financial Officer, Secretary and a Director of Lovitt and is an entrepreneurial type executive with over 45 years of proven sales and operating managerial experience. He was instrumental in the launch of the Fantom “bagless” vacuum cleaner growing the Company from a $10 million base to $250 million in 4 short years.	April 29, 2005	70,635 (Direct) 275,900 (Indirect)	Nil

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Name, province or state and country of residence and position, if any, held in Lovitt	Principal occupation during the past five years	Served as director since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present (1)	Number of Stock Options Outstanding
JAMES M. PROUDFOOT(2) Ontario, Canada DIRECTOR	Since 1976, Mr. Proudfoot has been President of James M. Proudfoot Limited, an independent consulting mining engineering firm. He holds a B.Sc. degree, Geology and Mathematics, from Acadia University (1957), a B.Eng. degree, Mining Engineering, from McGill University (1959) and a CMA Society of Industrial Accountant (1970). He is currently a director of Lovitt and NSGold Corp. and served as a director of NSX Silver Inc. from 2011 to 2018.	February 28, 2008	70,500 (Direct)	Nil
A. DOUGLAS MACAULAY (2) Ontario, Canada DIRECTOR	Mr. Macaulay is the owner of Kingsway Motion Picture Inc. He holds an Honours in Business Administration from the University of Western Ontario.	May 31, 2007	48,000 (Direct)	Nil
DANIEL C. ARNOLD Pennsylvania, USA DIRECTOR	Mr. Arnold is a Board Member of Jefferson Waterman International. Mr. Arnold has helped form joint mining ventures in strategic metals in China served one of the world’s largest marketing firms and assisted a multinational firm with a capital investment project in Thailand. He has organized and served as an officer in several companies in Thailand, Korea and China. He presently serves as an executive in several companies in the United States and Asia and had earlier served as a pro-bono consultant to the Royal Thai Government.	N/A		Nil

(1) The information as to Common Shares beneficially owned or controlled has been provided by the nominees themselves. (2) A member of the Audit Committee.

Other than as set forth below, no proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of Management, no director or proposed director of Lovitt, with the exception as noted below, is, or within the ten years prior to the date of this Information Circular has been, a director or executive officer of any company, including Lovitt, that while that person was acting in that capacity:

• (a) was the subject of a cease trade order or similar order or an order that denied Lovitt access to any exemption under securities legislation for a period of more than 30 consecutive days; or

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• (b) was subject to an event that resulted, after the director ceased to be a director or executive officer of Lovitt being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Each of management’s nominees to the Board were directors of the Company when a cease trade order was issued against the Company on May 8, 2014 by the British Columbia Securities Commission. The order was for failure to file audited financial statements for the period ending December 31, 2013. The required filings were made on July 28, 2014 and the cease trade order was revoked on August 1, 2014.

Each of management’s nominees were directors of the Company when a cease trade order was issued against the Company on May 8, 2015 by the British Columbia Securities Commission. The order was for failure to file audited financial statements for the period ending December 31, 2014. The required filings were made on June 1, 2015 and the cease trade order was revoked on June 3, 2015.

Each of management’s nominees to the Board were directors of the Company when a cease trade order was issued against the Company on August 3, 2018 by the British Columbia Securities Commission. The order was for failure to file quarterly financial statements for each of the periods ending June 30, 2018, September 30, 2018 and December 31, 2018 respectively and the consolidated audited financial statements for the period ending March 31, 2018 and the consolidated audited financial statements for the period ending March 31, 2019. The required filings were made between the dates July 29, 2019 and September 4, 2019.

Individual Bankruptcies

To the knowledge of Management , no director or proposed director of Lovitt has, within the ten years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

APPOINTMENT OF AUDITOR

Management of Lovitt intends to nominate D+H Group LLP, Chartered Accountants (“ D+H ”), of Vancouver, British Columbia, for appointment as auditor of Lovitt. Proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the appointment of D+H, as the auditor of Lovitt to hold office for the ensuing year with remuneration to be fixed by the directors.

Appointment of Auditor Resolution

At the Meeting, the shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Appointment of Auditor Resolution ”):

BE IT RESOLVED, as an ordinary resolution of the shareholders of Lovitt, that D+H Group LLP, Chartered Accountants, be appointed as the auditors of Lovitt, and the board

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of Directors of Lovitt are hereby authorized to fix the remuneration of D+H Group LLP, Chartered Accountants.

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by shareholders voting Common Shares at the Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE APPOINTMENT OF AUDITOR RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Appointment of Auditor Resolution.

CONFIRMING STOCK OPTION PLAN

Lovitt is seeking shareholder confirmation of its “rolling” stock option plan (the “ Stock Option Plan ”) which was last approved by Shareholders on November 19, 2019. There have been no changes to the Stock Option Plan since it was adopted by the Board. There are no stock options outstanding under the Stock Option. The TSX Venture Exchange requires that the Stock Option Plan be confirmed by shareholders at each annual general meeting of the Company. Accordingly, Lovitt is seeking ratification and approval of the Stock Option Plan by the shareholders.

The purpose of the Stock Option Plan is to provide Lovitt with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the long-term goals of Lovitt, and to encourage such individuals to acquire Shares of Lovitt as long term investments.

The maximum number of Common Shares issuable under the Stock Option Plan, together with the number of Common Shares issuable under outstanding options granted otherwise than under the Stock Option Plan, shall not exceed 10% of the Common Shares outstanding from time to time. As of the date of this Information Circular, Lovitt was eligible to grant up to 1,104,896 options under its Stock Option Plan.

Terms of the Stock Option Plan

Options may be granted under the Stock Option Plan to such service providers of Lovitt, if any, as the Board may from time to time designate.

The exercise price shall be that price per share, as determined by the Board in its sole discretion as of the award date, at which an option holder may purchase a share upon the exercise of an option, and shall not be less than the last closing price of the Lovitt’s shares traded through the facilities of the Exchange prior to the grant of the option, less any discount permitted by the Exchange, or such other price as may be required by the Exchange.

The Board will not grant options: (a) to any one person in any 12 month period which could, when exercised, result in the issuance of common shares exceeding five percent (5%) of the issued and outstanding common shares unless Lovitt has obtained the requisite disinterested shareholder approval to the grant.

If the option holder ceases to be a director of Lovitt or ceases to be employed by Lovitt (other than by reason of death), or ceases to be a consultant of Lovitt as the case may be, then the option granted will expire on no later than the 30th day following the date that the option holder ceases to be a director, ceases to be employed by Lovitt or ceases to be a consultant of Lovitt, subject to the terms and conditions set out in the Stock Option Plan.

Stock Option Plan Resolution

At the Meeting, the shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Stock Option Plan Resolution ”):

BE IT RESOLVED, as an ordinary resolution of the shareholders of Lovitt, that:

1. The Stock Option Plan is ratified, approved and confirmed.

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2. Any one director or officer of Lovitt, signing alone, be authorized to execute and deliver all such documents and instruments and to do such further acts, as may be necessary to give full effect to these resolutions or as may be required to carry out the full intent and meaning thereof.

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by shareholders voting Common Shares at the Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE STOCK OPTION PLAN RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Stock Option Plan Resolution.

A copy of the Stock Option Plan will be available for review at the office of Lovitt, located at 20392 73A Avenue, Langley, British Columbia, during normal business hours up to and including the date of the Meeting.

STATEMENT OF EXECUTIVE COMPENSATION

Director and named executive officer compensation, excluding compensation securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and director of the Company, current or former, for the completed financial years ended June 30, 2020, 2019 and 2018.

		Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Lorne Brown(1) President, CEO & Director	2018 2019 2020	120,000 120,000 120,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	120,000 120,000 120,000
Dominic Lapenna(2) CFO, Secretary & Director	2018 2019 2020	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

(1) Lorne Brown has been President, CEO and a Director since September 2, 2003.

(2) Dominic Lapenna has been CFO, Secretary and a Director since April 29, 2005.

Stock options and other compensation securities

No compensation securities have been granted or issued by the Company to each NEO and Director of the Company, current and former, for the financial year ended June 30, 2020, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

No compensation securities were exercised by any director or NEO during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

Lovitt has a Stock Option Plan, which was drafted in accordance with the latest policies and rules of the TSX Venture Exchange (“ TSXV ”). The Stock Option Plan was accepted for filing by the TSXV. The Stock Option Plan was approved by shareholders of the Company at its last annual general meeting held on November 19, 2019.

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The purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified employees, directors, officers, consultants and employees of a person or company which provides management services to the Company or its associated, affiliated, controlled and subsidiary companies (the “ Participants ”) and to grant such Participants stock options to acquire up to 10% of the Company’s issued and outstanding common shares of the Company (“ Common Shares ”) from time to time. This is a “rolling” plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases. The Stock Option Plan provides that the directors of the Company may grant options to purchase Common Shares on terms that the directors may determine, within the limitations of the Stock Option Plan. The exercise price of an option issued under the Stock Option Plan is determined by the directors but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance with TSXV Policies. No option may be granted for a term longer than ten years. An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the optionee ceases to be eligible under the Stock Option Plan by reason of death, retirement or otherwise.

The Stock Option Plan provides for the following restrictions: (i) no Participant may be granted an option if that option would result in the total number of stock options granted to the Participant in the previous 12 months, exceeding 5% of the issued and outstanding Common Shares unless the Company has obtained disinterested shareholder approval in accordance with TSXV Policies; (ii) the aggregate number of options granted to Participants conducting Investor Relations Activities (as defined in TSXV Policies) in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant; and (iii) the aggregate number of options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant.

In addition, options granted to consultants conducting Investor Relations Activities (as defined in TSXV Policies) will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting or such longer vesting.

Employment, consulting and management agreements

The Company is not a party to any management contracts as of the date of this information circular.

Oversight and description of director and named executive officer compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company has not defined financial entitlements for directors. Directors of the Company are eligible to participate in the Stock Option Plan.

Option-Based Awards

The Stock Option Plan will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV and closely align the interests of the executive officers with the interests of shareholders.

The directors and officers of the Company from time to time may be granted incentive stock options in accordance with the policies of the TSXV and pursuant to the Stock Option Plan.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of the end of the Lovitt’s most recently completed financial year with respect to compensation plans under which equity securities of the Company are authorized for issuances, aggregated as follows:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)	(b)	(c)
Equity compensation plans approved byShareholders	Nil	N/A	1,104,896
Equity compensation plans not approved by Shareholders	-	-	-
Total	-	-	1,104,896

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular and at all times since, no executive officer, director, employee or former executive officer, director or employee of Lovitt or any of its subsidiaries is or has been indebted to Lovitt, or any of its subsidiaries, nor are or have any of these individuals been indebted to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Lovitt, or its subsidiaries.

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

No director or executive officer of Lovitt or any proposed nominee of management of Lovitt for election as a director of Lovitt, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the confirmation of the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or executive officers of Lovitt, proposed nominee for election as a director of Lovitt, persons beneficially owning, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of Lovitt nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last completed financial year or in any proposed transaction which has or will materially affect Lovitt, as disclosed in the Company’s audited financial statements and Management’s Discussion & Analysis for the last financial year.

MANAGEMENT CONTRACTS

Except as set out herein, there are no management functions of Lovitt which are to any substantial degree performed by a person or company other than the directors or NEOs of Lovitt.

AUDIT COMMITTEE DISCLOSURE

Lovitt is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of Lovitt or an affiliate of Lovitt.

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Audit Committee Charter

The text of the audit committee’s charter is attached as Appendix “A” to this Information Circular.

Composition of Audit Committee and Independence

National Instrument 52-110 Audit Committees , (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with Lovitt, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Company’s audit committee are financially literate as that term is defined. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The Company’s current audit committee consists of A. Douglas Macaulay, James Proudfoot and C. Lorne Brown. In the view of management of Lovitt, A. Douglas Macaulay and James Proudfoot are “independent” as such term is defined in NI 52-110. All three members are “financially literate” as such terms are defined in NI 52-110.

Relevant Education and Experience

All proposed members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements, and have an understanding of internal controls.

In addition to each member's general business experience, the education and experience of each proposed Audit Committee member that is relevant to the performance of his/her responsibilities as an Audit Committee member is as follows:

A. Douglas Macaulay – Mr. Macaulay is the owner of Kingsway Motion Picture Inc. and holds an Honors in Business Administration from the University of Western Ontario. Based on his business experience, Mr. Macaulay if financially literate.

James Proudfoot – Mr. Proudfoot has more than 50 years’ experience in the mining industry as a mining engineer and independent consultant. He has held senior production management positions with several mining companies, including Noranda Mines as a production engineer and Mine Superintendent and Chief Engineer for Anaconda America Brass Ltd. at the Caribou mine. His career spans all facets of the industry from exploration through project design and construction to operations management. Mr. Proudfoot served in executive management functions with mine development contractors, as Vice President Finance of J. S. Redpath Ltd. and Manager of Mine Contracting with The Cementation Company (Canada) Limited. Since 1976, Mr. Proudfoot has been President of James M. Proudfoot Limited, an independent consulting mining engineering firm. He holds a B.Sc. degree, Geology and Mathematics, from Acadia University (1957), a B.Eng. degree, Mining Engineering, from McGill University (1959) and a CMA Society of Industrial Accountant (1970). He is currently a director of Lovitt Resources Inc. and served as a director of NSX Silver Inc. from 2011 to 2018 and a director and officer of Aurogin Resources Ltd. (CDNX) from 1995 to 2003. Based on his business experience, Mr. Proudfoot is financially literate.

C. Lorne Brown – Mr. Brown is President, CEO and a Director of Lovitt. Mr. Brown’s early career was as a stockbroker and he was the lead underwriter in taking Lovitt Resources Inc. public as Grange Gold Corporation in 1982. Based on his business experience, Mr. Brown is financially literate.

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Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the audit committee of Lovitt has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, Lovitt has not relied on:

• (a) the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110; or

• (b) an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions

Pre-Approval Policies and Procedures

The audit committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following sets forth the fees paid by Lovitt and its subsidiaries to D+H Group LLP, Chartered Accountants, for services rendered in the last two fiscal year:

Audit Fees(1)--------------------------------------------------------------------------- Audit Related Fees(2)---------------------------------------------------------------- Tax Fees(3)---------------------------------------------------------------------------- All Other Fees(4)--------------------------------------------------------------------- Total	2020 ($) 2019 ($)
	15,000 23,525 Nil 659 1,875 1,875 Nil Nil $16,875 $26,059

Notes:

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

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

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

• (4) “All other fees” include all other non-audit services.

Exemption in Section 6.1

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

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201. These Guidelines are not prescriptive but have been used by

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Lovitt in adopting its corporate governance practices. The Company’s approach to corporate governance is set out below.

Board of Directors

Management is nominating five (5) individuals to the Board, all of whom are current directors of Lovitt.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with Lovitt. The “material relationship” is defined as a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgement. All of the current members of the Board are considered “independent” within the meaning of NI 52-110, except for C. Lorne Brown, who is the Company’s President and Chief Executive Officer.

Directorships

The following director of Lovitt is also a director of another reporting issuer:

Name of Director of the Company	Names of Other Reporting Issuers
James Proudfoot	NSGold Corporation

Orientation and Continuing Education

The Board of Directors provides an overview of the Company’s business activities, systems and business plan to all new directors. New director candidates have free access to any of the Company’s records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company.

Ethical Business Conduct

The Board views good corporate governance and ethical business conduct as an integral component to the success of the Company and to meet responsibilities to its shareholders. Due to the size of the Company and its present level of activity, the Company has not adopted a Code of Conduct or taken formal steps to encourage or promote a culture of ethical business conduct.

Nomination of Directors

The Board as a whole is responsible for recruiting and nominating new members to the Board and planning for the succession of directors.

Compensation

The Board reviews adequacy and form of compensation and compares it to other companies of similar size and stage of development. Directors’ compensation is mainly in the form of stock options.

Other Board Committees

At present time, the only standing committee is the Audit Committee. The written charter of the Audit Committee, as required by NI 52-110, is contained in Schedule “A” to this Information Circular. As Lovitt grows, and its operations and management structure become more complex, the Board expects it will constitute formal standing committees, such as a Corporate Governance Committee and a Compensation Committee and will ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.

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Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of any committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board monitors the adequacy of information given to directors, communication between the Board and Management and the strategic direction and processes of the Board and its committee(s).

The Board believes its corporate governance practices are appropriate and effective for Lovitt, given its size and operations. The Company’s corporate governance practices allow Lovitt to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

ADDITIONAL INFORMATION

Additional information relating to Lovitt is available at SEDAR and upon request from Lovitt at 20392 73A Avenue, Langley, British Columbia, V2Y 1V1, telephone no.: 604.725.9952 or email: lovittresources@gmail.com. Copies of documents referred to above will be provided, upon request, free of charge to security holders of Lovitt. Lovitt may require the payment of a reasonable charge from any person or company who is not a security holder of Lovitt, who requests a copy of any such document.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

AVAILABLE INFORMATION

Lovitt files reports and other information with certain applicable Canadian Securities Authorities. Those reports containing additional information with respect to the Company’s business and operations can be accessed through the System for Electronic Document Analysis and Retrieval (SEDAR). Financial information is provided in the Company’s audited comparative financial statements and Management’s Discussion and Analysis for the year ended June 30, 2020, and such information is available on SEDAR and will be sent free of charge to any Shareholder upon written request.

APPROVAL OF BOARD

The contents and the sending of this Information Circular have been approved by the Board.

DATED at Vancouver, British Columbia, on December 3, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“ C. Lorne Brown ”

C. Lorne Brown President, Chief Executive Officer and Director

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APPENDIX A

AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;

• Review and appraise the performance of the Company’s external auditors; and

• Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of three Directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholder’s meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Relevant education and experience

See the disclosure under “Election of Directors”. All members of the Audit Committee have:

• a) an understanding of the accounting principles used the Corporation to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• b) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breath and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and

• c) an understanding of internal controls and procedures for financial reporting.

Meetings

The Committee shall meet at least annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the external auditors.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

• a) Review and update this Charter annually.

• b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

• c) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.

• d) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.

• e) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

• f) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

• g) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

• h) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

• i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto.

• j) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

• k) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

• l) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

• m) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

• n) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

• o) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

• p) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

• q) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

• r) Review certification process

Other

Review any related-party transactions.

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