Lucky Minerals Inc.

1010-789 West Pender Street Vancouver, British Columbia V6C 1H2 Telephone: (866) 924 6484

ANNUAL GENERAL MEETING Place: Time: Date:	Notice of Annual General Meeting of Shareholders Management Information Circular Form of Proxy and Notes Thereto Financial Statement Request Form 1010-789 West Pender Street Vancouver, British Columbia V6C 1H2 Canada 10:00 a.m. (Vancouver Time) Wednesday, December 8, 2021

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LUCKY MINERALS INC.

CORPORATE DATA

Head Office

1010-789 West Pender Street Vancouver, British Columbia V6C 1H2

Directors and Officers

François Perron – Chairman, President, Chief Executive Officer & Director

Jeannine Webb – Chief Financial Officer Robert Rosner – Director Shaun Dykes – Director Blake Hylands – Director Roy McDowall – Director Diane Mann – Corporate Secretary

Registrar and Transfer Agent

Odyssey Trust Company

Legal Counsel

Gowling WLG (Canada) LLP

Auditor

PricewaterhouseCoopers LLP, Chartered Professional Accountants

Stock Exchange Listing

TSX Venture Exchange Symbol “LKY”

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LUCKY MINERALS INC .

1010-789 West Pender Street Vancouver, British Columbia V6C 1H2 Telephone: (866) 924 6484

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Lucky Minerals Inc. (the “ Company ”) will be held at Suite 1010, 789 West Pender Street, Vancouver, British Columbia, Canada on Wednesday, the 8[th] day of December, 2021 at 10:00 a.m. (Vancouver Time), for the following purposes:

To receive the audited consolidated financial statements of the Company for the fiscal year ended October 31, 2020 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors therein;
To set the number of directors at five (5);
To elect Robert Rosner, Blake Hylands, Roy McDowall, Shaun Dykes, and François Perron as directors of the Company for the ensuing year;
To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor for the ensuing year and to authorize the directors of the Company to fix their remuneration;
To consider and, if thought fit, to pass an ordinary resolution, providing for the required annual reapproval of the Company’s rolling stock option plan and reserving for the grant of options of up to 10% of the issued and outstanding shares of the Company at the time of any stock option grant, as more particularly described in the accompanying Information Circular; and
To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s employees, shareholders are strongly encouraged to vote on the matters before the Meeting by proxy rather than attend the meeting in person. Accordingly, participants are encouraged to vote on the matters before the meeting by proxy and to join the annual meeting by teleconference. To access the meeting by teleconference, dial toll free at 1-888-272-2271, Access Code: #24559.

Accompanying this Notice is the Information Circular, a form of Proxy and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

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Shareholders of the Company are entitled to vote at the Meeting either in person or by proxy. Those who are unable to attend the Meeting are requested to read the notes to the enclosed form of Proxy and then to, complete, sign and mail the enclosed form of Proxy in accordance with the instructions set out in the Proxy and in the Information Circular accompanying this Notice.

DATED at Vancouver, British Columbia, this 3rd day of November, 2021.

BY ORDER OF THE BOARD

(signed) “François Perron“ François Perron President, Chief Executive Officer and Director

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LUCKY MINERALS INC .

1010-789 West Pender Street Vancouver, British Columbia V6C 1H2 Telephone: (866) 924 6484

INFORMATION CIRCULAR

(Containing information as at November 3, 2021 unless indicated otherwise)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Lucky Minerals Inc. (the “ Company ”) for use at the Annual General Meeting of Shareholders of the Company (and any adjournment thereof) to be held on Wednesday, December 8, 2021 (the “ Meeting ”) at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and regular employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the directors of the Company (the “ Board of Directors ” or “ Board ”).

APPOINTMENT OF PROXYHOLDER

The individuals named in the accompanying form of proxy are directors and/or officers of the Company (collectively, “ Management’s Nominees ”). A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM, HER OR IT AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF MANAGEMENT’S NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY.

A proxy will not be valid unless the completed form of proxy is received by Odyssey Trust Company (the “Transfer Agent”) at 350 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2, Canada, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof .

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his, her or its attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, Canada at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening

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thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (referred to herein as “Beneficial Shareholders”) should note that only registered shareholders may vote at the Meeting. 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 such shareholder’s name on the records of the Company. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms). Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Company to the registered shareholders. However, its purpose is limited to instructing the registered shareholder (i.e. 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 ”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). 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. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote common shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of common shares must be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted.

This Information Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“ Objecting Beneficial Owners ”, or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ NonObjecting Beneficial Owners ”, or “ NOBOs ”). Subject to the provision of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf.

The Company has decided to take advantage of the provisions of NI 54-101 that permit it to deliver proxy related materials directly to its NOBOs. By choosing to send these materials to you directly, the Company (and not the intermediary holding shares on your behalf) has assumed responsibility for (i) delivering these

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materials to you, and (ii) executing your proper voting instructions. As a result if you are a NOBO of the Company, you can expect to receive a scannable Voting Instruction Form (“ VIF ”) from the Transfer Agent. Please complete and return the VIF to the Transfer Agent in the envelope provided or by facsimile. The Transfer Agent will tabulate the results of the VIF’s received from the Company’s NOBOs and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIF’s they receive.

The Company is not sending its proxy-related materials to the registered shareholders or Beneficial Shareholders using “notice and access”, as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer .

The Company does not intend to pay for intermediaries to deliver the proxy-related materials and Form 54101F7 to OBOs, as defined under NI 54-101. As a result, OBOs will not receive the Meeting materials unless the OBOs intermediary assumes the costs of delivery.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. Beneficial shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder should enter their own names in the blank space on the 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.

All references to shareholders in this Information Circular and the accompanying form of Proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

Unless otherwise indicated, all dollar amounts in this document are Canadian dollars.

VOTING OF PROXIES

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

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

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

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Authorized Capital: an unlimited number of common shares without par value

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Issued and Outstanding: 126,179,453[(1)] common shares without par value

(1) As at the date hereof.

On June 10, 2020, the Company consolidated its common shares on the basis of every 7.5 pre-consolidation common shares into 1 post-consolidation common share basis (the “ Consolidation ”).

The common shares are the only voting securities of the Company. Only shareholders of record at the close of business on November 3, 2021, (the “ Record Date ”) who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their common shares voted at the Meeting.

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

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly or exercises control or direction over shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company.

ELECTION OF DIRECTORS

The Board of Directors presently consists of five (5) directors and it is intended to determine the number of directors at five (5) and to elect five (5) directors for the ensuing year.

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as the nominees of management and the persons named in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act (British Columbia).

At the Company’s annual general and special meeting held on March 5, 2020, the shareholders of the Company approved by way of special resolution the adoption of new Articles of the Company which include an advance notice provision. The purpose of the advance notice provision is to provide shareholders, directors and management of the Company with direction on the procedure for shareholder nomination of directors. The advance notice provision is the framework by which the Company seeks to fix a deadline by which holders of record of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form. The Company did not receive notice of any director nominations in connection with the Meeting within the time periods prescribed by the Articles. Accordingly, at the Meeting, the only persons eligible to be nominated for election to the Board are the Nominees.

The following table and notes thereto sets out the name of each person proposed to be nominated by management for election as a director (a “ proposed director ”), the province or state and country in which he is ordinarily resident, all offices of the Company now held by him, his principal occupation, the period of time for which he has been a director of the Company, and the number of common shares beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as at the date hereof.

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Name, Position, Province or State and Country of Residence(1)	Principal Occupation and, If Not at Present an Elected Director, Occupation During the Past 5 Years(1)	Director Since	Number of Common Shares beneficially owned or directly or indirectly controlled (2)
François Perron(3) Ontario, Canada Chairman, President, Chief Executive Officer & Director	Mining industry executive and director; Director of Northern Superior Resources Inc. Goldstar Minerals Inc. and Mason Graphite Inc.; former portfolio manager of managed resource focused portfolios and funds for the Caisse de dépôt et placement du Québec	October 22, 2017	414,110
Robert Rosner(3) California, USA Director	Mining industry entrepreneur and executive for over 30 years. Director of CAT Strategic Metals Corporation, and Emgold Mining Corporation; Director, President and CEO of Touchdowns Capital Inc. and Red Capital Inc.	April 25, 2017	3,386,030(4)
Blake Hylands Ontario, Canada Director	Geologist; Senior Vice-President of Exploration, Troilus Gold Corporation since January 8, 2018.	May 27, 2020	1,406,250(5)
Roy McDowall Québec, Canada Director	Head of Investor Relations and Communications of Turquoise Hill Resources Ltd.; previously. Managing Director, Head of Equity Sales for Macquarie Capital Markets Canada. He also held similar positions with Credit Suisse, CIBC World Markets, Orion Securities and National Bank Financial.	September 30, 2021	312,500
Shaun Dykes(3) British Columbia, Canada Director	Shaun M. Dykes, M.Sc. (Eng.) P. Geo founded Geologic Systems Ltd. in 1994 to supply geological expertise to the mining and exploration community.	October 21, 2014	1,184,750(6)
Notes:

(1) The information as to the province or state, and applicable country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually. (2) The information as to the common shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually. (3) Denotes member of the Audit Committee.

(4) Consists of 2,761,030 common shares held indirectly through Pan Ocean Consulting Ltd., a private company in which Robert Rosner is a shareholder.

(5) Consists of 750,000 common shares held indirectly through Taurgo Capital Corp., a private company in which Blake Hylands is a shareholder.

(6) Consists of 150,000 common shares held directly by Mr. Dykes, 81,000 common shares held indirectly and 1,053,750 common shares held indirectly through Dykes Geologic Systems, a company owned by Mr. Dykes.

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CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

Other than as set forth below, none of the proposed directors (or any of their personal holding companies) of the Company:

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

For the purposes of paragraphs (a)(i) and (a)(ii) above, an “order” means: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) 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.

Robert Rosner is a director, and effective January 24, 2020, was appointed President and Chief Executive Officer, and Chairman of CAT Strategic Metals Corporation (“ CAT ”). On May 6, 2019, the British Columbia Securities Commission issued a cease trade order in respect of CAT for failure to file its annual audited financial statements for the financial year ended December 31, 2018 and related management discussion and analysis and associated certifications. On November 29, 2019 CAT filed its annual audited financial statements for the year ended December 31, 2018 along with the related management discussion and analysis and associated certifications.

None of the proposed directors (or any of their personal holding companies) has been subject to:

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

AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), venture issuers must include in its management information circular the disclosure required by Form 52-110F2 – Disclosure by Venture

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Issuers with respect to their audit committee, including the text of the audit committee’s charter, the composition of the audit committee and the fees paid to the external auditor.

Accordingly, the Company provides the following disclosure with respect to its audit committee:

Audit Committee’s Charter

This text of the audit committee’s charter is set out in the attached Schedule “A” to this Information Circular.

Composition of the Audit Committee

The current members of the audit committee are:


Robert Rosner	Independent(1)	Financially literate(2)
Shaun Dykes	Independent(1)	Financially literate(2)
François Perron	Not Independent(1)	Financially literate(2)

Notes :

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. (2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

François Perron

Mr. Perron is a Director of Northern Superior Resources Inc. and Mason Graphite Inc., and Director and Vice-President of corporate development for Goldstar Minerals Inc. Prior to that he was Vice-President at Renmark Financial Communications until April 2017. He was the President and Chief Executive Officer of QMX Gold Corporation and was previously the President and Chief Executive Officer of Golden Goose Resources. Before joining the resource sector, Mr. Perron was involved in the financial markets as a portfolio manager and managed resource focused portfolios for NBC Alternative Investments and various resource funds for the Caisse de dépôt et placement du Québec from 2001 to 2007. He has a Bachelor of Science, Computer science from McMaster University (1986) and an MBA from the Hautes Études Commerciales which he obtained in 1992 .

Mr. Robert Rosner

Mr. Rosner has significant experience as a mining industry entrepreneur and executive who, in addition to acting as a Director and formerly acting as CFO of Lucky Minerals, is also a Director, Chairman and CEO of CAT Strategic Metals Corporation, and Director and CFO of Emgold Mining Corporation. Mr. Rosner is also Director, President and CEO of Touchdowns Capital Inc. and Red Capital Inc. He has initiated the formation of a number of junior exploration mining companies, and played instrumental roles in managing these, and other, resource ventures involved in early stage exploration, resource location, delineation, and development. He has successfully utilized his extensive experience in public and private company management for over 30 years.

Mr. Rosner has acted as an officer and director of both Canadian and U.S. listed companies, providing senior management of reporting compliance, oversight and fiduciary capacities, and directing corporate

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activities. He also has significant experience in Initial Public Offerings, Mergers & Acquisitions, and reverse takeovers.

Mr. Shaun Dykes

Shaun M. Dykes, M.Sc. (Eng.) P. Geo founded Geologic Systems Ltd. in 1994 to supply geological expertise to the mining and exploration community. From 1995 until 2011 he was Exploration Manager for Mosquito Consolidated Gold Mines Ltd., during which tenure he played a key and leading role in the acquisition and development of years working as a project geologist with Westmin Resources Ltd. He has managed a wide variety of projects with budgets ranging from $50,000 to $5,000,000.

Each member of the audit committee has:

an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
experience with analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

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 the Company's Board of Directors, and where applicable by the Audit Committee, on a case by case basis.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
October 31, 2020	$37,500	$708	Nil	Nil
October 31, 2019	$58,044	Nil	Nil	Nil

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Notes :

(1) The aggregate audit fees billed.
(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements which are not included under the heading “Audit Fees”.
(3) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

(4) The aggregate fees billed for products and services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

Exemption

The Company has relied upon the exemption provided by section 6.1 of NI 52-110 which exempts venture issuers from the requirement to comply with the restrictions on the composition of its audit committee and the disclosure requirements of its audit committee in an annual information form as prescribed by NI 52-110.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular, a “ Named Executive Officer ”, or “ NEO ”, means each of the following individuals:

(a) each individual who, during any part of the Company’s financial year ended October 31, 2020, served as chief executive officer (“ CEO ”) of the Company, including an individual performing functions similar to a CEO;
(b) each individual who, during any part of the Company’s financial year ended October 31, 2020, served as chief financial officer (“ CFO ”) of the Company, including an individual performing functions similar to a CFO;
(c) the most highly compensated executive officers of the Company and its subsidiaries, other than the individuals identified in paragraphs (a) and (b), as at October 31, 2020 whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6, for the financial year ended October 31, 2020; and
(d) each individual who would be a NEO under paragraph (c) above but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, as at October 31, 2020.

Based on the foregoing definitions, the Company’s Named Executive Officers are:

(1) François Perron, the Company’s President and Chief Executive Officer, effective September 15, 2020;
(2) Jeannine Webb, the Company’s Chief Financial Officer, effective July 1, 2020;
(3) Adrian Rothwell, the Company’s former President and Chief Executive Officer. Mr. Rothwell was appointed President and CEO of the Company on September 16, 2019 and resigned as President and CEO and became Chairman during the period September 15, 2020 to May 31, 2021;
(4) Robert Rosner, the Company’s former CFO and Executive Vice President, Operations of the Company. Mr. Rosner resigned as Executive Vice President, Operations on March 5, 2020 and was appointed CFO of the Company on March 5, 2020 and resigned as CFO on July 1, 2020; and
(5) Sebastian Tang, the Company’s former CFO. Mr. Sebastian Tang was appointed CFO of the Company on May 7, 2019 and resigned as CFO on March 5, 2020.

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The Summary Compensation table below provides information for the most recently completed financial years ended October 31, 2020, and October 31, 2019 regarding compensation paid to or earned by each of the Named Executive Officers.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted or given, or otherwise provided, directly or indirectly to the Company’s Named Executive Officers and directors for the fiscal years ended October 31, 2020 and October 31, 2019.

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	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(1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compen- sation ($)
François Perron(2) Chairman, President, Chief Executive Officer and Director	2020 2019	Nil(2) Nil	Nil Nil	Nil $7,500	Nil Nil	Nil Nil	Nil $7,500
Jeannine Webb(3) Chief Financial Officer	2020 2019	$16,000(9) Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$16,000 Nil
Robert Rosner Director; former President, CEO, and Chief Financial Officer; former Executive Vice President, Operations	2020 2019	$151,739(4) $215,465(13)	Nil Nil	$Nil $9,000	Nil Nil	Nil Nil	$151,739 $224,465
Blake Hylands(5) Director	2020 2019	$37,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$37,500 $Nil
Shaun Dykes(6) Director	2020 2019	Nil Nil	Nil Nil	Nil $1,500	Nil Nil	Nil Nil	Nil $1,500
Sebastian Tang(7) Former CFO	2020 2019	$10,875 $5,000�	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$10,875 $5,000
Adrian Rothwell(8) Former Director, President and Chief Executive Officer	2020 2019 2020 2019 2020 2019 2020 2019	$235,000 $22,500 $57,500 $57,500 Nil $22,500 $37,500 Nil	Nil Nil Nil Nil Nil Nil Nil Nil	Nil Nil Nil Nil Nil Nil Nil Nil	Nil Nil Nil Nil Nil Nil Nil Nil	Nil Nil Nil Nil Nil Nil Nil Nil	$235,000 $22,500
Steven Cozine(10) Former Corporate Secretary and Former CFO							$57,500 $57,500
Joao Carrelo(11) Former Chairman and former Director							Nil $22,500
Paul Pint(12) Former Director							$37,500 Nil

Notes :

(1) Financial years ended October 31. In 2019 the Company changed its year end from September 30 to October 31.

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(2) Mr. Perron was appointed a director of the Company on October 22, 2017, and was appointed Chairman on May 27, 2020. Mr. Perron resigned as Chairman and was appointed President and Chief Executive Officer on September 15, 2020, and re appointed as Chairman on May 31, 2021. Pursuant to an arrangement with the Company, Mr. Perron receives a fee of $15,000 per month, which $15,000 was accrued during the financial year ended October 31, 2020. See the section herein entitled “Employment, Consulting and Management Agreements”.
(3) Ms. Webb was appointed CFO of the Company on July 1, 2020.
(4) Mr. Rosner Rosner was appointed CFO and a director of the Company on April 25, 2017. Mr. Rosner resigned as CFO of the Company on May 7, 2019. Mr. Rosner was appointed President and CEO of the Company on May 7, 2019 and resigned as President and CEO on September 18, 2019 and became Executive Vice President, Operations of the Company until March 5, 2020. Mr. Rosner was appointed CFO of the Company on March 5, 2020 and resigned as CFO on July 1, 2020. Of this amount $86,268 was paid pursuant to the services as Chief Financial Officer and $65,471 pursuant to services as Executive VP, Operations.
(5) Mr. Hylands was appointed a director of the Company on May 27, 2020.
(6) Mr. Dykes was appointed a director of the Company on October 21, 2014.
(7) Mr. Sebastian Tang was appointed CFO of the Company on May 7, 2019 and resigned as CFO on March 5, 2020.
(8) Mr. Rothwell was appointed a director, President and CEO of the Company on September 16, 2019. Mr. Rothwell resigned as President and CEO and became Chairman on September 15, 2020. Mr. Rothwell resigned as director and Chairman on May 31, 2021.
(9) Paid to Venturex Consulting of which Mrs. Webb is the principal, pursuant to a consulting agreement made as of July 1, 2020. See the section herein entitled “Employment, Consulting and Management Agreements.”
(10) Mr. Cozine resigned as CFO on July 30, 2018.
(11) Mr. Carrelo was appointed a director of the Company on December 21, 2017 and resigned as Chairman and director of the Company on May 27, 2020.
(12) Mr. Pint was appointed a director of the Company on May 27, 2020 and resigned as a director on May 31, 2021.
(13) Of this amount, $115,853 was paid pursuant to services as Chief Financial Officer, $83,244 pursuant to services as President and Chief Executive Officer and $16,368 pursuant to services as Executive VP, Operations.

Subsequent to the financial year ended October 31, 2020:

Mr. Roy McDowall was appointed a director of the Company on September 30, 2021; and
Mr. Steve Cozine resigned as Corporate Secretary of the Company and Ms. Diane Mann was appointed Corporate Secretary of the Company on March 1, 2021.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to all Named Executive Officers and directors by the Company or any of its subsidiaries during the fiscal year ended October 31, 2020 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

		Compensation Securities(1)	Compensation Securities(1)	Compensation Securities(1)
Name and position	Type of compen- sation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security on date of grant ($)	Closing Price of Security on date at year end ($)	Expiry Date
Robert Rosner(2) Director, former Executive Vice President, Operations and former President, CEO and CFO	Stock options	270,000 options to purchase 270,000 shares; 8%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025

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		Compensation Securities(1)	Compensation Securities(1)	Compensation Securities(1)
Name and position	Type of compen- sation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security on date of grant ($)	Closing Price of Security on date at year end ($)	Expiry Date
Steven Cozine(3) Former Corporate Secretary and former CFO	Stock options	40,000 options to purchase 40,000 shares; 1%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025(12)
Joao Carrelo(4) Former Chairman and former Director	Stock options	170,000 options to purchase 170,000 shares; 5%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
François Perron(5) Director, President and CEO, former Chairman	Stock options	495,000 options to purchase 495,000 shares; 15%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Shaun Dykes(6) Director	Stock options	315,000 options to purchase 315,000 shares; 9%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025

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		Compensation Securities(1)	Compensation Securities(1)	Compensation Securities(1)
Name and position	Type of compen- sation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security on date of grant ($)	Closing Price of Security on date at year end ($)	Expiry Date
Sebastian Tang(7) Former CFO	Stock options	N/A	N/A	N/A	N/A	N/A	N/A
Adrian Rothwell(8)Former Chairman, Director, President and CEO	Stock options	1,000,000 options to purchase 1,000,000 shares; 29%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025(13)
Paul Pint(9) Former Director	Stock options	500,000 options to purchase 500,000 shares; 15%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Blake Hylands(10) Director	Stock options	500,000 options to purchase 500,000 shares; 15%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Jeannine Webb(11) CFO	Stock options	80,000 options to purchase 80,000 shares; 2%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025

Notes :

(1) Reflects Post-Consolidation . On June 10, 2020, the Company consolidated its Common Shares on the basis of every 7.5 pre-Consolidation Shares into 1 post-Consolidation common share basis.

(2) As at October 31, 2020, Mr. Rosner held stock options exercisable into 270,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.

(3) As at October 31, 2020, Mr. Cozine held stock options exercisable into 40,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025. Subsequent to the financial year ended October 31, 2020, Steve Cozine resigned as Corporate Secretary of the Company on February 26, 2021.
(4) As at October 31, 2020, Mr. Carrelo held stock options exercisable into 170,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025. Mr. Carrelo resigned as Chairman and director of the Company or May 27, 2020.
(5) As at October 31, 2020, Mr. Perron held stock options exercisable into 495,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(6) As at October 31, 2020, Mr. Dykes held stock options exercisable into 315,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(7) As at October 31, 2020, Mr. Tang did not hold any stock options. Mr. Sebastian Tang was appointed CFO of the Company on May 7, 2019 and resigned as CFO on March 5, 2020.
(8) As at October 31, 2020, Mr. Rothwell held stock options exercisable into 1,000,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(9) As at October 31, 2020, Mr. Pint held stock options exercisable into 500,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025. Mr. Pint resigned as a director on May 31, 2021.
(10) As at October 31, 2020, Mr. Hylands held stock options exercisable into 500,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(11) As at October 31, 2020, Mrs. Webb held stock options exercisable into 80,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(12) As a result of his resignation, Mr. Cozine’s stock options expired May 31, 2021.

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(13) As a result of his resignation, Mr. Rothwell’s stock options expired August 31, 2021.

Subsequent to the financial year ended October 31, 2020:

on March 1, 2021 Ms. Diane Mann was appointed Corporate Secretary of the Company;
on March 25, 2021 Mr. Perron was granted stock options exercisable into 700,000 common shares at a price of $0.10 per share, and expiring on March 25, 2026;
on September 30, 2021 Mr. Roy McDowall was appointed a director of the Company; and
on October 1, 2021, stock options allowing for the acquisition of up to, in the aggregate, 3,455,000 common shares of the Company at $0.10 per share until October 1, 2026 were granted to the directors and officers of the Company.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by the Company’s Named Executive Officers and directors during the fiscal year ended October 31, 2020.

Stock Option Plans and Other Incentive Plans

The Board has previously adopted the Company’s stock option plan, as amended July 21, 2020 (the “ Plan ”), which is a “rolling” stock option plan, pursuant to which a maximum of 10% of the issued and outstanding common shares of the Company at the time an option is granted may be reserved for issuance pursuant to the exercise of incentive stock options, which was subsequently approved by the Exchange. The Plan was ratified and approved, pursuant to Exchange policy, by shareholders at the Company’s last annual general meeting held on September 15, 2020. Under Exchange policy, all such rolling stock option plans must be approved and ratified by shareholders on an annual basis. Any amendments to the Plan must also be approved by the Exchange and, if necessary, approval by the disinterested shareholders of the Company obtained prior to becoming effective. Approval by the disinterested shareholders means approval by a majority of votes cast by all shareholders at a meeting, excluding votes attached to common shares beneficially owned by insiders of the Company to whom options may be granted pursuant to the Plan and their associates in accordance with the policies of the Exchange.

The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and consultants, as an incentive to dedicate their efforts to advance the success of the Company. The granting of options is intended to align the interests of such persons with that of the members.

Eligible Optionees

Under the policies of the Exchange, to be eligible for the issuance of a stock option under the Plan an optionee must either be a director, officer, consultant or an employee of the Company or a company providing management or other services to the Company or a subsidiary of the Company at the time the option is granted (an “ Eligible Optionee ”).

Options may be granted only to an individual or to a non-individual that is wholly owned by individuals eligible for an option grant. If the option is granted to a non-individual, it must provide the Exchange with an undertaking that it will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect, without the consent of the Exchange.

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Material Terms of the Plan

The following is a summary of the material terms of the Plan:

(a) Eligible Optionees. The Board may from time to time, in its discretion, and in accordance with the Exchange requirements and the terms of the Plan, grant options to Eligible Optionees;
(b) Number of Shares Reserved. The number of common shares which may be issued pursuant to options granted under the Plan (including all options granted by the Company prior to the adoption of the Plan) shall equal 10% of the issued and outstanding shares of the Company from time to time at the date of grant.
(c) Maximum Term of Options. The term of any options granted under the Plan is fixed by the Board of Directors and may not exceed five years from the date of grant. The options are non-assignable and non- transferable.
(d) Exercise Price. The exercise price of options granted under the Plan is determined by the Board of Directors, provided that it is not less than the price permitted by the Exchange, or, if the shares are no longer listed on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.
(e) Amendment. The terms of an option may not be amended once issued under Exchange requirements. If an option is cancelled prior to the expiry date, the Company shall not grant new options to the same person until 30 days have elapsed from the date of cancellation.
(f) Vesting. Vesting, if any, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with Exchange requirements.
(g) Termination. Any options granted pursuant to the Plan will terminate generally within 90 days of the option holder ceasing to act as a director, officer, or employee of the Company or any of its affiliates, and within generally 30 days of the option holder ceasing to act as an employee engaged in investor relations activities, unless such cessation is on account of death. If such cessation is on account of death, the options terminate on the first anniversary of such cessation. If such cessation is on account of cause, or terminated by regulatory sanction or by reason of judicial order, the options terminate immediately. Options that have been cancelled or that have expired without having been exercised shall continue to be issuable under the Plan.
(h) Adjustments. The Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of Company’s shares.
(i) Administration. The Plan is administered by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time.
(j) Board Discretion. The Plan provides that the number of shares subject to each option, the exercise price, the expiry time, the extent to which such option is exercisable, including vesting schedules, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with Exchange requirements.

In accordance with Exchange requirements:

(a) options granted to consultants performing investor relations activities vest over a minimum of 12 months with no more than 1/4 of such options vesting in any 3 month period.

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(b) the number of common shares of the Company which may be issued to any one individual pursuant to the exercise of options may not exceed 5% of the issued common shares on a yearly basis;
(c) the number of common shares of the Company which may be issued to any one consultant pursuant to the exercise of options may not exceed 2% of the issued common shares on a yearly basis;
(d) the number of common shares of the Company which may be issued, in the aggregate, to a person conducting investor relations activities may not exceed 2% of the issued common shares on a yearly basis;
(e) disinterested shareholder approval must be obtained for any reduction in the exercise price if the optionee is an insider of the Company at the time of the proposed amendment; and
(f) for stock options granted to employees or service providers (inclusive of management company employees), the Company must ensure that the proposed optionee is a bona fide employee or service provider (inclusive of management company employees), as the case may be, of the Company or any subsidiary.

Pursuant to the Board's authority to govern the implementation and administration of the Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Plan.

Employment, Consulting and Management Agreements

Other than as set forth below, the Company has no contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, change in control of the Company or change in a Named Executive Officer’s responsibilities.

Effective September 30, 2020, Mr. François Perron stepped down as Chairman of the Company’s Board of Directors. Under an arrangement between Mr. Perron and the Company, Mr. Perron has provided services of President and CEO of the Company since October 1, 2020, pursuant to which he is to receive $15,000 per month (“Fees”); is eligible to receive, at the election of the Company’s Compensation Committee and determined with reference to meeting certain criteria, an annual incentive bonus in an amount up to the Fees paid during the previous 12 months; is eligible for incentive stock options as determined by the Company’s Board of Directors; is to be reimbursed for expenses incurred on behalf of the Company; and, upon a change of control, would receive a lump sum payment equal to 6 months of Fees.

The Company entered into a consulting services agreement effective August 1, 2018, with Robert Rosner, whereby Robert Rosner provided the Company with the services as Chief Financial Officer and Executive Vice-President and Chief Financial Officer of the Company, pursuant to which Mr. Rosner was paid a base salary of US$96,000 per year (US$8,000 monthly), subject to periodic review, and was eligible for an annual incentive bonus up to US$54,000 if certain performance objectives were achieved as determined by the Board of Directors of the Company from time to time, plus expenses, subject to prior approval, incurred on behalf of the Company. Pursuant to the consulting services agreement, Mr. Rosner is eligible for stock options as determined by the Board of Directors of the Company from time to time. The consulting services agreement was for a term of 24 months and renewal for a further 24 months subject to mutual agreement thereafter. On May 7, 2019, Mr. Rosner resigned as Chief Financial Officer and was appointed President and CEO of the Company. On September 18, 2019 Mr. Rosner resigned as President and CEO and became Executive Vice President, Operations of the Company. On March 5, 2020, Mr. Rosner was re-appointed Chief Financial Officer of the Company and resigned as CFO on July 1, 2020. Effective March 5, 2020, the consulting services agreement was terminated.

Pursuant to the consulting services agreement, the consulting services agreement may be terminated by either party at any time by:

(a) the executive, giving at least 30 days' notice in writing to the Company;

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(b) the Company in its sole discretion, by giving at least 30 days' notice in writing to the executive, and by paying, upon delivery of said notice, the full amount representing the 24 months’ severance to be paid to Mr. Rosner;
(c) the Company at any time and without compensation upon the occurrence of any of the following events of default (each an “ Event of Default ”): (i) the executive’s commission of an act of fraud, theft or embezzlement or other similar willful misconduct; (ii) the neglect or breach by executive of his material obligations or agreements under the agreement; or (iii) the executive’s refusal to follow lawful directives of the Board, provided that notice of the Event of Default has been delivered to the executive and provided the executive failed to remedy the default within thirty days of the date of delivery of notice of the Event of Default.
(d) upon a Change of Control (as defined below), being agreed that, in such Change of Control event, Mr. Rosner would receive the full amount representing the 24 months’ severance to be paid to Mr. Rosner under the agreement;
(e) upon termination for any reason, Mr. Rosner would have 12 months to exercise any outstanding stock options.

Pursuant to the consulting services agreement, if there was a Change in Control (as defined below) of the Company, and only if such change of control requires the termination of the agreement, the consulting services agreement shall be deemed to be terminated by the Company and the Company shall immediately pay to the executive, in one lump sum payment an amount equal to 24 months' of compensation, benefits and entitlements, and any other fees payable under the agreement (each. the “ Change of Control Payment” ).

Pursuant to the consulting services agreement, a “Change in Control” was defined as:

(i) any change in the holding, direct or indirect, of securities of the Company or of any voting rights attached to any securities of the Company, as a result of which any corporation or other person, or a group of corporations or persons acting in concert, or corporations or persons associated or affiliated with any such corporation, person or group within the meaning of the Securities Act (British Columbia), would be entitled to cast more than onethird (1/3rd) of the votes attached to all shares of the Company that may be cast to elect directors of the Company;
(ii) a change in the composition of the Board, which occurs at a single meeting, or a succession of meetings occurring within six months of each other, of the shareholders of the Company, whereby such individuals who were members of the Board immediately prior to such meeting or succession of meetings cease to constitute a majority of the Board without the Board, as constituted immediately prior to such meeting, approving of such change;
(iii) the Company shall consolidate or merge with or into, amalgamate with, or enter into a statutory arrangement with, any other person (other than a subsidiary of the Company) or any other person (other than a subsidiary of the Company) shall consolidate or merge with or into, or amalgamate with or enter into a statutory arrangement with, the Company, and, in connection therewith, all or part of the outstanding voting shares shall be changed in any way, reclassified or converted into, exchanged or otherwise acquired for shares or other securities of the Company or any other person or for cash or any other property; and
(iv) (iv) the Company shall sell or otherwise transfer, including by way of the grant of a leasehold interest (or one or more of its subsidiaries shall sell or otherwise transfer, including by way of the grant of a leasehold interest), property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Company and its subsidiaries as at the end of the most recently completed financial year of the Company or (B) which during the most recently completed financial year of the Company

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generated, or during the then current financial year of the Company are expected to generate, more than 50% of the consolidated operating income or cash flow of the Company and its subsidiaries, to any other person or persons (other than the Company or one or more of its subsidiaries).

Subsequent to the year ended October 31, 2020, the Company entered into an agreement with Pan Ocean Consulting Ltd. (“ Pan Ocean ”), a private company in which Mr. Rosner is a shareholder, whereby Pan Ocean provides capital financial advisory services. Pursuant to the agreement, Pan Ocean is to receive $3,000 per month for a period of 24 months. The agreement can be terminated at any time by either party.

The Company had an arrangement with Mr. Adrian Rothwell, the former CEO of the Company, to provide President and CEO related services to the Company. Fees were charged on a normal commercial basis for such services. There were no provisions in the arrangement with Mr. Rothwell with respect to, or any incremental payments that will be triggered by or result from, severance, termination or constructive dismissal. The arrangement with Mr. Rothwell terminated on September 15, 2020.

After 6 months (after March 15, 2020) a change of control payment to Mr. Rothwell was as follows:

(a) a lump sum payment equal to 24 months’ fees and 24 months’ bonus (and for such purposes the bonus in respect of such period shall be based on the previous years awarded bonus).
A “change of control” was defined as:
(a) “Full Change in Control” means:
- (i) The purchase or acquisition of shares of the Company and/or securities (the “Convertible Securities”) convertible into shares of the Company or carrying rights to acquire shares of the Company as a result of which a person, group of persons or persons acting jointly or in concert (collectively, the “Holders”) beneficially own or exercise control or direction over shares of the Company and/or Convertible Securities such that, assuming only the conversion of the Convertible Securities beneficially owned by the Holders, entitle them to cast more than 50% of the votes attaching to all of the shares of the Company which may be cast at a meeting of shareholders to elect directors;
- (ii) An acquisition, amalgamation, arrangement, merger or other combination of the Company with another company(s), whether by a single transaction or a series of transactions reasonably intended to achieve the following result described in this paragraph, pursuant to which the shareholders of the Company will not immediately thereafter own shares of the successor or continuing company entitling them to cast more than 50% of the votes attaching to all of the shares in the capital of the successor or continuing company which may be cast at a meeting of shareholders to elect directors of that company; or
- (iii) The liquidation and/or sale of all or substantially all of the assets of the Company, including without limitation the sale of 100% of its interest in a material property (as defined in national instruments).
(b) “Partial Change in Control” means:
- (i) A change in the composition of the Board of Directors of the Company such that the individuals who were members of the board of directors at the time of the entering into of this Agreement cease to constitute a majority of the Board of Directors.

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The Company entered into a consulting agreement effective July 1, 2020 (the “ Effective Date ”) with Venturex Consulting (“ Venturex ” or the “ Contractor ”) and Jeannine Webb, whereby Venturex provides the Company with the services of Jeannine Webb as the Chief Financial Officer of the Company, for a fee of $4,000 per month plus expenses incurred on behalf of the Company. Pursuant to the consulting agreement, Mrs. Webb is eligible for stock options as determined by the Board of Directors of the Company from time to time. The term of the agreement is in force for an indefinite term and the agreement may be terminated by either party at any time by giving 30 days written notice.

Pursuant to the consulting agreement, the consulting agreement may be terminated by either party at any time by:

(a) the Contractor, giving at least 30 days’ notice in writing to the Company;
(b) the Company in its sole discretion without cause at any time by providing 30 days’ notice to the Contractor, or compensation in lieu of notice in an amount representing the fees for the 30 day notice period, calculated in accordance with the average fees paid to the Contractor over the previous 30 day period;
(c) the Company at any time in the event of any material breach of the consulting agreement by the Contractor, without notice and without any payment to the Contractor whatsoever, save and except for the payment of any accrued and unpaid fees and out-of-pocket expenses incurred up to and including the date of termination of the consulting agreement;
(d) the Company after the initial 90 days from the Effective Date without cause within the period defined by 90 days prior to and 24 months following a Change of Control (as defined below), being agreed that, in such Change of Control event, the Contractor would receive the full amount representing the 24 months’ severance to be paid to the Contractor under the consulting agreement;
(e) upon termination of the consulting agreement for any reason, the Company will immediately provide to the Contractor (i) all accrued and unpaid fees to and including the date of termination; (ii) all outof-pocket expenses incurred up to the date of termination; and (iii) 24 months of the service fees then in effect in circumstance where the Contractor terminates the consulting agreement within the period set out in above;
(f) upon termination of the consulting agreement for any reason, any options held by the executive will continue to vest in accordance with the terms of the consulting agreement and the Stock Option Plan.

A “change of control” is defined as:

(i) any one or more of a successful takeover bid made for the common shares of the Company under which the offeror takes up and pays for common shares of the Company;
(ii) the election by the shareholders of the Company of less than a majority of the persons named by management of the Company as nominated or intended to be nominated by management in an information circular prepared by management in connection with an annual or special meeting of shareholders of the Company;
(iii) the sale of all or substantially all the assets of the Company, except that no change in control will be deemed to occur if such sale is made to a subsidiary or subsidiaries of the Company;
(iv) the sale, exchange or other disposition of a majority of the issued and outstanding common shares of the Company in a single transaction or series of related transactions;

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(v) a merger, amalgamation or arrangement of the Company in a transaction or series of transactions in which the Company’s shareholders receive less than 51% of the shares of the new or continuing company issued and outstanding upon completion of such transaction or series of transactions, except no change in control will be deemed to occur if such merger, amalgamation or arrangement is with only a subsidiary or subsidiaries of the Company;
(vi) the dissolution of the Company’s business or the liquidation of its assets; or,
(vii) the acquisition, directly or indirectly, through one transaction or a series of transactions, by any person or group of persons acting in concert, of an aggregate of more than 50% of the issued and outstanding common shares of the Company.

The Company had an informal arrangement with Bookskipper Accounting Sales & Services, a company controlled by Mr. Sebastian Tang, the CFO of the Company, whereby Bookskipper Accounting Sales & Services provides accounting and financial statement preparation services to the Company. Fees are charged on a normal commercial basis for such services. There were no provisions in the arrangement with Bookskipper Accounting Sales & Services Inc. with respect to, or any incremental payments that will be triggered by or result from, a change of control, severance, termination or constructive dismissal. Mr. Tang resigned as CFO on March 5, 2020 and effective March 5, 2020 the arrangement terminated.

Oversight and Description of Named Executive Officer and Director Compensation

The Company’s Named Executive Officer and director compensation is administered by the Board. The Board has primary responsibility for approval with respect to the appointment and remuneration of Named Executive Officers of the Company and the remuneration of the Board. The Board also evaluates the performance of the Company’s senior executive officers and reviews the design and competitiveness of the Company’s compensation plans.

The executive compensation program is designed to encourage, compensate and reward employees on the basis of individual and corporate performance, both in the short and the long term. Base salaries are competitive with corporations of a comparable size and stage of development within the mineral exploration industry, thereby enabling the Company to compete for and retain executives critical to the Company’s long term success. Incentive compensation is directly tied to corporate and individual performance. Share ownership opportunities are provided to align the interests of executive officers with the longer term interests of shareholders. Compensation for each of the Named Executive Officers consists of a base salary, along with annual incentive compensation in the form of a performance based bonus, and a longer term incentive in the form of stock options.

Base Salary

The Board approves ranges for base salaries for employees at all levels of the Company based on reviews of market data from peer companies in the mineral exploration industry. In selecting peer group companies, the Board primarily looks for public companies that are comparable in terms of business and size. The level of base salary for each employee within a specified range is determined by the level of past performance, as well as by the level of responsibility and the importance of the position to the Company.

The Board approves the base salary to be paid to the Chief Executive Officer, and Chief Financial Officer.

Annual Bonus

Senior managers are eligible for annual incentive awards. Corporate performance, as assessed by the Board, determines the aggregate amount of bonus to be paid by the Company to all eligible senior managers in respect of a fiscal year.

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The aggregate amount of bonus to be paid will vary with the degree to which targeted corporate performance was achieved for the year. The individual performance factor allows the Company effectively to recognize and reward those individuals whose efforts have assisted the Company to attain its corporate performance objective.

The Board approves the bonuses to be paid to the Chief Executive Officer, and the Chief Financial Officer.

Stock Options

The Plan is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability and to reward individuals for current performance and expected future performance. The Board considers stock option grants when reviewing executive officer compensation packages as a whole.

The Board has sole discretion to determine the key employees to whom it recommends that grants be made and to determine the terms and conditions of the options forming part of such grants. The Board approves ranges of stock option grants for each level of executive officer. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position to the Company.

The number of stock options which may be issued under the Plan in the aggregate and in respect of any fiscal year is limited under the terms of the Plan and cannot be increased without shareholder approval.

Directors

The directors are entitled to receive directors’ fees for attending, in person or by telephone, a meeting of the Board of Directors or each Board committee. See “Table of Compensation Excluding Compensation Securities” under “Director and Named Executive Officer Compensation, Excluding Compensation Securities” above for the amounts of directors’ fees paid to the directors for meetings of the Board of Directors or Board committee for the fiscal year ended October 31, 2020.

Effective August 1, 2021, the non-executive directors of the Company are compensated for their services, as to $35,000 per annum.

In addition, all directors are entitled to be reimbursed for reasonable travel expenses incurred with respect to their attendance at meetings of the Board of Directors and the Board Committees. In addition, each director is eligible to receive stock options pursuant to the Plan.

Pension Disclosure

The Company did not have any pension plans in place that provided for payments or benefits made to the Named Executive Officers or directors at, following, or in connection with retirement during the fiscal year ended October 31, 2020.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Effective June 30, 2005, National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) was adopted in each of the provinces and territories in Canada. NI 58-101 requires reporting issuers to disclose the corporate governance practices that they have adopted on an annual basis. The Company’s approach to corporate governance is provided in the attached Schedule “B”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At any time during the Company’s last completed financial year, no director, executive officer, employee, proposed management nominee for election as a director of the Company nor any associate of any such director, executive officer, or proposed management nominee of the Company or any former director,

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executive officer or employee of the Company or any of its subsidiaries is or has been indebted to the Company or any of its subsidiaries or is or has been indebted to another entity where such indebtedness is or 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, other than routine indebtedness.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance in effect as of the end of the Company’s most recently completed financial year:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)(2)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(1)(2)
Equity Compensation Plans Approved By Shareholders	4,577,000	$0.22	38,356
Equity Compensation Plans Not Approved By Shareholders	N/A	N/A	N/A
Total:	4,577,000	$0.22	38,356

Note:

(1) The Company adopted the Plan, being a “rolling” incentive stock option plan which provides that the Board may grant up to ten percent (10%) of the total number of common shares issued and outstanding at the date of the stock option grant. For significant terms of the plan see “Material Terms of the Plan” and “Particulars of Matters to be Acted Upon at the Meeting – Annual Approval of Stock Option Plan”.

(2) Reflects post-Consolidation. On June 10, 2020, the Company consolidated its Common Shares on the basis of every 7.5 pre-Consolidation Shares into 1 post-Consolidation common share basis.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth below and elsewhere in this Information Circular and other than transactions carried out in the ordinary course of business of the Company or any of its subsidiaries, none of the directors or executive officers of the Company, a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company, nor any shareholder beneficially owning, directly or indirectly, common shares of the Company, or exercising control or direction over common shares of the Company, or a combination of both, carrying more than 10% of the voting rights attached to the outstanding shares of the Company nor an associate or affiliate of any of the foregoing persons has since the commencement of the Company’s most recently completed financial year any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Company or any of its subsidiaries.

The Company entered into agreements (the “ Settlement Agreements ”) with certain creditors, directors, former officers and former directors of the Company (each, a “ Creditor ”) to settle outstanding debt, and following receipt of requisite shareholder approval on March 5, 2020 and final TSX Venture Exchange (the “ Exchange ”) approval, the Company completed a debt settlement to the following Creditors to settle an aggregate of $93,913.45 of debt through the issuance of 1,878,269 common shares (equal to 250,435 postConsolidation Shares) of the Company at a deemed price of $0.05 (equal to $0.375 post-Consolidation) per share.

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Name of Creditor	Amount	Deemed Price per Share(4)	No. of Final Debt Shares(4)	No. of Final Debt Shares(4)
Joao Carrelo Former Director	$15,559.95	$0.05		311,199
Steve Cozine Former Corporate Secretary	$4,787.65	$0.05		95,753
Robert Rosner Director	$14,390.40	$0.05		287,808
American Cumo Mining Corporation(1)	$8,743.35	$0.05		174,867
Geologic Systems Ltd.(2)	$21,993.35	$0.05		439,867
Santiago Yepez Davila(3)	$28,438.75	$0.05		568,775
Total	$93,913.45		1,878,269

Notes:

(1) a TSX Venture Exchange listed company sharing one common director and officer of the Company.

(2) A private company owned by Shaun Dykes, a director of the Company;

(3) A director of Goldmindex S.A., a subsidiary of the Company.

(4) Reflects pre-Consolidation. On June 10, 2020, the Company consolidated its Common Shares on the basis of every 7.5 pre-Consolidation Shares into 1 post-Consolidation common share basis.

The final above debt shares did not result in a material change on the percentage of securities of the Company beneficially owned or controlled by any of the above Creditors.

During the year ended October 31, 2020, the Company completed a private placement (the “ Private Placement ”) of 20,481,336 units (the “ Units” ) at a price of $0.15 per Unit for total gross proceeds of $3,072,200.40. Each Unit consisted of one common share in the capital of the Company (a “ Share ”) and one share purchase warrant (a “ Warrant” ). Each Warrant will entitle the holder to purchase one Share at a price of $0.22 for a period of 24 months from the date of closing of the Private Placement on June 10, 2020 and June 26, 2020. Pursuant to the Private Placement:

(i) Vanguard Venture Management Corp. (“ Vanguard ”), a private company which Steve Cozine, a former officer of the Company, subscribed for a total of 80,000 Units in the Private Placement. Following the issuance of such Units, Vanguard and Steve Cozine would own or control a total of 106,666 (approximately 0.27%) common shares of the Company and assuming exercise of the Warrants held by Vanguard and Steve Cozine, would own or control a total of 226,666 common shares representing approximately 0.56% of the then outstanding shares of the Company.
(ii) Paul Pint, a former director of the Company, subscribed for a total of 130,000 Units in the Private Placement. Following the issuance of such Units, Paul Pint would own or control a total of 130,000 (approximately 0.20%) common shares of the Company and assuming exercise of the Warrants held by Paul Pint, would own or control a total of 260,000 common shares representing approximately 0.56% of the then outstanding shares of the Company.
(iii) Pan Ocean, a private company in which Robert Rosner, a director of the Company, is a shareholder, subscribed for a total of 1,000,000 Units in the Private Placement.

Subsequent to the year ended October 31, 2020, on February 17, 2021 and February 19, 2021 the Company completed a private placement (the “ February 2021 Private Placement ”) of 30,605,600 units at a price of $0.08 per unit for total gross proceeds of $2,448,448. Each unit consisted of one common Share in the capital of the Company and one share purchase warrant. Each warrant will entitle the holder to purchase one Share at a price of $0.15 for a period of 24 months from the date of closing of the Private Placement on February 17, 2023 and February 19, 2023. Pursuant to the February 2021 Private Placement:

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(i) Blake Hylands (a director of the Company), subscribed for 656,250 units in the February 2021 Private Placement;
(ii) Panocean Consulting Ltd. (“ Panocean ”), a private company in which Robert Rosner (a director of the Company) is a shareholder, subscribed for 945,000 units in the February 2021 Private Placement; and
(iii) Adrian Rothwell (a former director and officer of the Company), subscribed for 500,000 units in the February 2021 Private Placement. Following the issuance of such units, Adrian Rothwell would own or control a total of 1,352,000 (approximately 0.02% common shares of the Company and assuming exercise of the Warrants and options held by Adrian Rothwell, would own or control a total of 2,852,000 common shares representing approximately 3.6% of the then outstanding shares of the Company.

Subsequent to the year ended October 31, 2020, on September 7, 2021 and September 16, 2021, the Company completed a private placement (the “ September 2021 Private Placement” ) of 48,948,000 units at a price of $0.08 per unit for total gross proceeds of $3,915,840. Each unit consisted of one common Share in the capital of the Company and one share purchase warrant. Each warrant will entitle the holder to purchase one Share at a price of $0.15 for a period of 24 months from the date of closing of the September 2021 Private Placement on September 7, 2023 and September 16, 2023. Pursuant to the September 2021 Private Placement:

(i) François Perron (a director and officer of the Company), subscribed for 312,500 units in the September 2021 Private Placement. Prior to the September 2021 Private Placement, François Perron owned 101,610 securities of the Company. Following the issuance of such units, as at the date hereof, François Perron would own or control a total of 414,110 (approximately 0.33%) common shares of the Company and assuming exercise of the warrants and options held by François Perron, would own or control a total of 1,921,610 common shares representing approximately 1.52% of the outstanding shares of the Company.
(ii) Panocean, a private company in which Robert Rosner (a director of the Company) is a shareholder subscribed for for 625,000 units in the September 2021 Private Placement. Prior to the September 2021 Private Placement, Robert Rosner and Panocean owned and controlled 2,761,030) securities of the Company. Following the issuance of such units, as at the date hereof, Robert Rosner and Panocean would own or control a total of 3,386,030 (approximately 2.68%.) common shares of the Company and assuming exercise of the warrants and options held by Robert Rosner and Panocean, would own or control a total of 7,042,062 common shares representing approximately 5.58% of the outstanding shares of the Company.
(iii) Taurgo Capital Corp. (“ Taurgo ”) in which Blake Hylands (a director of the Company) is a shareholder subscribed for 750,000 units in the September 2021 Private Placement. Prior to the September 2021 Private Placement, Blake Hylands and Taurgo owned 656,250 securities of the Company. Following the issuance of such units, as at the date hereof, Blake Hylands and Taurgo would own or control a total of 1,406,250 (approximately 1.11%) common shares of the Company and assuming exercise of the warrants and options held by Blake Hylands and Taurgo, would own or control a total of 3,312,500 common shares representing approximately 2.63% of the outstanding shares of the Company.
(iv) Roy McDowall, (a director and officer of the Company), subscribed for 312,500 units in the September 2021 Private Placement. Prior to the September 2021 Private Placement, Roy McDowall owned nil securities of the Company. Following the issuance of such units, as at the date hereof, Roy McDowall would own or control a total of 312,500 (approximately 0.25%) common shares of the Company and assuming exercise of the warrants and options

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held by Roy McDowall, would own or control a total of 712,500 common shares representing approximately 0.56% of the outstanding shares of the Company.

All securities issued pursuant to the Settlement Agreements and private placements were subject to a four month hold period pursuant to applicable securities laws.

APPOINTMENT OF AUDITOR

Dale Matheson Carr-Hilton Labonte LLP, Certified Professional Accountants, who served as the auditor of the Company since December 9, 2013, resigned at the request of the Company on August 31, 2020, in order to facilitate the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the successor auditor for the Company. PricewaterhouseCoopers LLP, Chartered Professional Accountants, has served as auditor of the Company since September 15, 2020 and will be nominated at the Meeting for reappointment as the auditor of the Company at remuneration to be fixed by the Directors.

As required by section 4.11 of National Instrument 51 102, a copy of the Company’s reporting package (which includes the Notice of Change of Auditor, a response letter from Dale Matheson Carr-Hilton Labonte LLP, and a response letter from PricewaterhouseCoopers LLP with respect to the termination of Dale Matheson Carr-Hilton Labonte LLP and the appointment of PricewaterhouseCoopers LLP as successor auditor of the Company, is attached hereto as Schedule “C” to this Circular. The reporting package has been reviewed and approved by the Board of Directors of the Company. The audit report of Dale Matheson Carr-Hilton Labonte LLP on the financial statements of the Company for the fiscal year ended October 31, 2019 did not contain any reservation.

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company, at a remuneration to be determined by the directors.

A resolution for the appointment of the auditor requires the favourable vote of a simple majority (>50%) of the votes cast at the Meeting.

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

Other than as set forth below, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditor. Directors and executive officers may be interested in the annual approval of the Plan as detailed below. See “Particulars of Matters to be Acted Upon ” – Annual Approval of Stock Option Plan .

PARTICULARS OF MATTERS TO BE ACTED UPON

Annual Approval of Stock Option Plan

As noted under the headings “Stock Option Plans and other Incentive Plans and Securities Authorized for Issuance Under Equity Compensation Plans” the Company adopted the Plan and which was last approved by the shareholders of the Company on September 15, 2020. See “Stock Option Plans and other Incentive Plans” for the terms and conditions governing the Plan. A copy of the Plan may be inspected at the office of the Company’s Canadian solicitors, Gowling WLG (Canada) LLP, at Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 Canada during normal business hours and at the Meeting. In addition, a copy of the Plan will be mailed, free of charge, to any holder of common shares who requests a copy, in writing, from the Corporate Secretary of the Company. Any such requests should be mailed to the Company, at its head office, to the attention of the Corporate Secretary.

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As a “rolling” stock option plan, the Plan is required, pursuant to the policies of the Exchange, to be reapproved by the shareholders each year at the Company’s annual general meeting.

As at the date of this Information Circular, there are 11,492,000 options outstanding under the Plan, and an additional 1,125,945 options may be granted (based on the current issued capital of 126,179,453 common shares). Notice of options granted under the Plan must be given to the Exchange on a monthly basis. Any amendments to the Plan must also be approved by the Exchange and, if necessary, by the shareholders of the Company prior to becoming effective. Existing incentive stock options are not affected by the vote at the Meeting with respect to the Plan.

At the Meeting, shareholders will be asked to vote on the following ordinary resolution, with or without variation:

“RESOLVED as an ordinary resolution, that:

the Company’s Stock Option Plan, as amended (the “ Plan ”), as described in the Company’s Information Circular dated November 3, 2021 and as available for review at the Company’s annual general meeting to be held on December 8, 2021 be and is hereby ratified, confirmed and approved;
the number of common shares of the Company reserved for issuance under the Company’s Plan shall be no more than 10% of the Company’s issued and outstanding share capital at the time of any stock option grant; and
the Board of Directors of the Company be authorized to make any changes to the Company’s Plan, if required by the TSX Venture Exchange.”

An ordinary resolution requires the favourable vote of a simple majority (>50%) of the votes cast at the Meeting.

The Board recommends that shareholders vote in favour of the above resolution. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form in favour of the foregoing ordinary resolution.

ANY OTHER MATTERS

Management of the Company knows of no matters to come before the meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

ADDITIONAL INFORMATION

Additional information regarding the Company and its business activities is available on the SEDAR website located at www.sedar.com “Company Profiles - Lucky Minerals Inc.” The Company’s financial information is provided in the Company’s audited comparative financial statements and related management discussion and analysis for its most recently completed financial year and may be viewed on the SEDAR website at the location noted above. Shareholders of the Company may request copies of the Company’s financial statements and related management discussion and analysis by contacting the Company at 1010 - 789 W. Pender Street, Vancouver, British Columbia, Canada V6C 1H2 telephone number 866-924-6484, E-mail [email protected].

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The contents of this Circular and the delivery thereof to the Company’s shareholders and to the applicable regulatory authorities has been approved by the directors.

LUCKY MINERALS INC.

Per:

“François Perron”

François Perron President and Chief Executive Officer

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER OF LUCKY MINERALS INC. (THE “COMPANY”)

1. Purpose

1.1. The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee’s role is to:

support the Board of Directors in meeting its responsibilities to shareholders;
enhance the independence of the external auditor;
facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors;
increase the credibility and objectivity of the Company’s financial reports and public disclosure.

1.2 The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee’s responsibilities as described herein.

1.3. The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

2. Membership

2.1. Each member of the Audit Committee must be a director of the Company.

2.2. The Audit Committee will consist of at least three members, the majority of whom are neither officers nor employees of the Company or any of its affiliates.

2.3 The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

3. Authority

3.1. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities; and
communicate directly with management and any internal auditor, and with the external auditor without management involvement.
approve interim financial statements and interim MD&A on behalf of the Board of Directors.

4. Duties and Responsibilities

4.1. The duties and responsibilities of the Audit Committee include:

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(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;
(b) recommending to the Board of Directors the compensation of the external auditor;
(c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;
(d) overseeing the work of the external auditor;
(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and will enquire if there are any sanctions imposed by the CPAB on the external auditor;
(f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company’s audits;
(g) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written communications to the Committee and to management;
(h) reviewing the external auditor’s report, audit results and financial statements prior to approval by the Board of Directors;
(i) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor’s report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;
(j) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;
(k) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company, prior to dissemination to the public;
(l) overseeing the adequacy of the Company’s system of internal accounting controls and internal audit process obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;
(m) ensuring the integrity of disclosure controls and internal controls over financial reporting;
(n) resolving disputes between management and the external auditor regarding financial reporting;
(o) establishing procedures for:
the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and
the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters.
(p) reviewing and approving the Company’s hiring policies with respect to partners (or employees or former partners or employees) of either a former or the present external auditor;

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(q) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;
(r) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.

5.

5.1. The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.

6. Meetings

6.1. The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.

6.2. The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.

6.3. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

6.4. The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.

6.5. A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.

6.6. The Audit Committee will meet separately with the President and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.

6.7. The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.

6.8. The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.

7. Reports

7.1 The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations are presented.

8. Minutes

8.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

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SCHEDULE “B”

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Statement of Corporate Governance Practices

National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) mandates disclosure of corporate governance practices for Venture Issuers in Form 58-101F2, which disclosure is set out below.

Board of Directors

Structure and Compensation

The Board is currently composed of five (5) directors and five members of the current Board are the proposed nominees for election as director at the Meeting.

NP 58-201 suggests that the Board of every listed corporation should be constituted with a majority of individuals who qualify as "independent" directors under NI 58-101, which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgement. Of the current directors, François Perron is an "inside" or management director and accordingly is considered not "independent". He is an executive officer and part of the Company’s management team. Robert Rosner is not independent, as he was an executive officer of the Company within the last three years. The remaining directors, Blake Hylands, Roy McDowall and Shaun Dykes, are considered by the Board to be "independent", within the meaning of NI 52-110.

The Board of Directors facilitates its independent supervision over management through regular meetings of the Board. The independent directors of the board do not hold regularly scheduled meetings at which non-independent directors are not in attendance. However, the size of the Board and the nature of the Company's operations ensures that open and candid discussion among the independent directors is possible.

Directorships

The following directors of the Company and proposed nominees are directors of other reporting issuers:

Name	Name of Other Reporting Issuer
Robert Rosner	CAT Strategic Metals Corporation Emgold Mining Corporation Touchdowns Capital Inc Red Capital Inc.
Shaun Dykes	American CuMo Mining Corp. Sierra Growth Corp.
François Perron	Goldstar Minerals Inc. Northern Superior Inc. Mason Graphite Inc.
Blake Hylands	Jourdan Resources Inc.
Roy McDowall	Goldstar Minerals Inc. Mason Graphite Inc.

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Nomination, Assessment, Orientation and Continuing Education

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and CEO. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

The Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders. The Board takes into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. The Board of Directors does not have a nominating committee. The Board of Directors is responsible for recruiting new members to the Board and planning for the succession of Board members.

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company's size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis. The current size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing current directors. Proposed directors' credentials are reviewed in advance of a Board meeting with one or more members of the Board prior to the proposed director's nomination.

The Board of Directors is responsible for providing orientation for all new recruits to the Board. Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Company's business will be necessary and relevant to each new director. The Company provides continuing education for its directors as the need arises and encourages open discussion at all meetings, which format encourages learning by the directors.

New directors are briefed on strategic plans, short, medium and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company's size and current limited operations.

The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies in the natural resource sector. Board members are encouraged to communicate with management, auditor and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management's assistance. Board members have full access to the Company's records. Reference is made to the table under the heading "Election of Directors" in the Circular for a description of the current principal occupations of each member of the Company's Board.

Ethical Business Conduct

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives. To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company's operations and the small number of officers and employees allow the independent members

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of the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

Compensation

The Company determined that it does not require a formal compensation committee given its size and limited scope of operations at this time. The Board reviews the adequacy and form of compensation and compares it to other companies of similar size and stage of development. There is no minimum share ownership requirement of directors. Directors’ compensation will be in the form of stock options and the payment of directors’ fees. The Company’s Board reviews and approves the general compensation philosophy and guidelines, incentive plan design and other remuneration for all directors and executive officers, including the CEO.

The Board of Directors is responsible for determining all forms of compensation, including long-term incentive in the form of stock options, to be granted to the Chief Executive Officer of the Company and the directors, and for reviewing the Chief Executive Officer's recommendations respecting compensation of the other officers of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its officers, the Board considers: i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; ii) providing fair and competitive compensation; iii) balancing the interests of management and the Company's shareholders; iv) rewarding performance, both on an individual basis and with respect to operations in general; and v) permitted compensation under Exchange rules.

Other Board Committees

The Board has appointed an Audit Committee, the members of which are Robert Rosner, François Perron and Shaun Dykes. A description of the function of the Audit Committee can be found in this Information Circular under Audit Committee. The Board of Directors does not have any other committees.

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SCHEDULE “C”

Auditor Reporting Package

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AI assistant

Lucky Minerals Inc. — AGM Information 2021

46442_rns_2021-11-16_eef5b536-9d25-41db-82d2-70c8b38c7b37.pdf

LUCKY MINERALS INC.

LUCKY MINERALS INC.

CORPORATE DATA

Head Office

Directors and Officers

Registrar and Transfer Agent

Legal Counsel

Auditor

Stock Exchange Listing

LUCKY MINERALS INC .

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

LUCKY MINERALS INC .

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

VOTING OF PROXIES

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

(1) As at the date hereof.

ELECTION OF DIRECTORS

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

AUDIT COMMITTEE DISCLOSURE

Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

François Perron

Mr. Robert Rosner

Mr. Shaun Dykes

Audit Committee Oversight

Reliance on Certain Exemptions

Pre Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes :

Exemption

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Eligible Optionees

Material Terms of the Plan

Employment, Consulting and Management Agreements

Oversight and Description of Named Executive Officer and Director Compensation

Base Salary

Annual Bonus

Stock Options

Directors

Pension Disclosure

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Note:

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

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

PARTICULARS OF MATTERS TO BE ACTED UPON

Annual Approval of Stock Option Plan

ANY OTHER MATTERS

ADDITIONAL INFORMATION

LUCKY MINERALS INC.

SCHEDULE “A”

AUDIT COMMITTEE CHARTER OF LUCKY MINERALS INC. (THE “COMPANY”)

1. Purpose

2. Membership

3. Authority

4. Duties and Responsibilities

5.

6. Meetings

7. Reports

8. Minutes

SCHEDULE “B”

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Statement of Corporate Governance Practices

Lucky Minerals Inc. AGM Information 2021