Lux Metals Corp. — AGM Information 2021

Jun 3, 2021

HUNTSMAN EXPLORATION INC.

200 Burrard Street, Suite 1680 Vancouver, BC, V6C 3L6 Tel: 604.678.5308 Fax: 604.357.1704 Toll Free: 1.855.678.5308

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 24, 2021

NOTICE IS HEREBY GIVEN that the 2021 annual general and special meeting (the “ Meeting ”) of the shareholders of Huntsman Exploration Inc. (the “ Company ”) will be held at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6, on Thursday, June 24, 2021, at 10:00 a.m. (Pacific time) for the following purposes:

1. To receive the audited financial statements of the Company for the year ended August 31, 2020, and the report of the auditor thereon.

2. To set the number of directors for the ensuing year at five.

3. To elect directors for the ensuing year.

4. To appoint the auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.

5. To consider and if thought fit, pass an ordinary resolution ratifying and confirming the Company’s stock option plan, as more particularly described in the Company’s management information circular dated May 25, 2021, accompanying this Notice of Meeting (the “ Information Circular ”).

6. To consider and if thought fit, pass a special resolution to approve the alteration and amendment to the Company’s Articles, as more particularly set out in the Information Circular.

7. To transact such other business as may properly come before the Meeting or any adjournments thereof.

This Notice is accompanied by the Information Circular and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. Shareholders are requested to read the Information Circular and, if unable to attend the Meeting in person, complete, date, sign and return the proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting.

The Board of Directors of the Company has fixed the close of business on May 18, 2021, as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. The Board of Directors has also fixed 10:00 a.m. (Pacific time) on June 22, 2021, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company’s registrar and transfer agent, TSX Trust Company.

Due to the COVID-19 pandemic and given the restrictions on public gatherings and in the best interest of the health of all participants in the Meeting, the Company respectfully asks that shareholders do not attend the Meeting in person. The Company requests that shareholders who wish to participate by listening to the Meeting, contact the Company by 10:00 am Pacific time on June 22, 2021, at carrie@rsdcapital.com to be included in the teleconference for the Meeting. The Company will arrange for teleconference participation for all shareholders who have requested it by 10:00 am Pacific time on June 22, 2021; however, the Company strongly recommends that shareholders vote by Proxy or by a request for voting instructions in advance to ease the voting tabulation at the Meeting. If public health guidelines regarding physical distancing in British Columbia have changed by the Meeting date of June 24, 2021, the Company may issue a news release advising of permitted Meeting attendance in accordance with such updated guidelines.

DATED at Vancouver, British Columbia, as of the 25[th] of May, 2021.

HUNTSMAN EXPLORATION INC.

By: “Scott Patrizi”

Scott Patrizi, Chief Executive Officer

HUNTSMAN EXPLORATION INC.

INFORMATION CIRCULAR

The information contained in this Information Circular, unless otherwise indicated, is as of May 25, 2021.

This Information Circular is in respect of the annual general and special meeting (the “ Meeting ”) of the shareholders of Huntsman Exploration Inc. (the “ Company ”) to be held on June 24, 2021, at the time and place set out in the accompanying Notice of Meeting. This Information Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting and any adjournment of the Meeting. The Board of Directors of the Company (the “ Board ”) has fixed the close of business on May 18, 2021, as the record date (the “ Record Date ”), being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

PART 1 – PROXY INSTRUCTIONS

MANAGEMENT SOLICITATION AND APPOINTMENT OF PROXIES

The persons named in the form of proxy are nominees of the Company’s management. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for and on the shareholder’s behalf at the Meeting other than the persons designated as proxyholders in the form of proxy. To exercise this right, the shareholder must either:

• (a) on the form of proxy, strike out the printed names of the individuals specified as proxyholders and insert the name of the shareholder’s nominee in the blank space provided; or

• (b) complete another proper form of proxy.

To be valid, a proxy must be dated and signed by the shareholder or by the shareholder’s attorney authorized in writing. In the case of a corporation, the proxy must be signed by a duly authorized officer of or attorney for the corporation.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed or a notarially certified copy of the power of attorney or other authority, must be delivered to TSX Trust Company (“ TSX Trust ”), Suite 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1; fax: (416) 595-9593, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof. TSX Trust also offers voting via the internet. Instructions for internet voting can be found on the enclosed form of proxy or voting instruction form.

REVOCABILITY OF PROXIES

A shareholder who has given a proxy may revoke it at any time before the proxy is exercised:

• (a) by an instrument in writing that is:

• (i) signed by the shareholder, the shareholder’s attorney authorized in writing or, where the shareholder is a corporation, a duly authorized officer or attorney of the corporation; and

• (ii) delivered to TSX Trust, at any time up to and including the last business day preceding the day of the Meeting or any adjournment of the Meeting, or delivered to the Chairperson of the Meeting on the day of the Meeting or any adjournment of the Meeting before any vote on a matter in respect of which the proxy is to be used has been taken; or

• (b) in any other manner provided by law.

EXERCISE OF DISCRETION BY PROXYHOLDERS

A shareholder may indicate the manner in which the persons named in the form of proxy are to vote with respect to a matter to be acted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated

in the proxy are certain, the shares represented by the proxy will be voted or withheld from voting on any ballot that may be called for in accordance with the instructions given in the proxy.

If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the proxyholder named in the form of proxy. It is intended that the proxyholder named by management in the form of proxy will vote the shares represented by the proxy in favour of each matter identified in the proxy and for the nominees of the Company for directors and auditor.

The form of proxy also confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Information Circular, management of the Company is not aware of any such amendments or variations, or any other matters that will be presented for action at the Meeting other than those set out herein and referred to in the Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the form of proxy intend to vote on them in accordance with their best judgment.

SOLICITATION OF PROXIES

It is expected that solicitations of proxies will be made primarily by mail and possibly supplemented by telephone or other personal contact by directors, officers, employees and consultants of the Company without special compensation. The Company will not reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the costs incurred in obtaining authorization to execute forms of proxy from their principals. The cost of solicitation will be borne by the Company.

ADVICE TO BENEFICIAL SHAREHOLDERS

ONLY REGISTERED SHAREHOLDERS OR DULY APPOINTED PROXYHOLDERS ARE PERMITTED TO VOTE AT THE MEETING. SHAREHOLDERS WHO DO NOT HOLD THEIR SHARES IN THEIR OWN NAME (REFERRED TO AS “ NON-REGISTERED SHAREHOLDERS ”) ARE ADVISED THAT ONLY PROXIES FROM SHAREHOLDERS OF RECORD CAN BE RECOGNIZED AND VOTED AT THE MEETING. NonRegistered Shareholders who complete and return an instrument of proxy or voting instruction form must indicate thereon the person (usually a brokerage house) who holds their shares as a registered shareholder.

If securities are listed in an account statement provided to a shareholder by a broker, then in almost all cases those securities will not be registered in such shareholder’s name on the records of the Company and 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 securities are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Securities held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the beneficial shareholder. Without specific instructions, brokers/nominees are prohibited from voting securities for their clients.

If you are a Non-Registered Shareholder and TSX Trust has sent Meeting materials directly to you, your name and address and information about your shareholdings have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. Such shareholders can expect to receive a scannable voting instruction form (“ VIF ”) with this Meeting material. The VIF is to be completed and returned to TSX Trust in the envelope provided or by facsimile. In addition, TSX Trust provides both telephone voting and internet voting as described in the VIF. TSX Trust will tabulate the results of the VIFs received from beneficial shareholders and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. A NON-REGISTERED SHAREHOLDER RECEIVING A VIF CANNOT USE THAT VIF TO VOTE SECURITIES DIRECTLY AT THE MEETING. THE VIF MUST BE RETURNED TO TSX TRUST WELL IN ADVANCE OF THE MEETING IN ORDER TO HAVE THE SHARES VOTED.

Non-Registered Shareholders who have objected to their broker/nominee disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners (“ OBOs ”). In accordance with securities regulatory policy, we will have distributed copies of the required Meeting materials to the brokers/nominees for onward distribution to OBOs. THE COMPANY DOES NOT INTEND TO PAY FOR A BROKER/NOMINEE TO DELIVER MEETING MATERIALS TO OBOS. THEREFORE, AN OBO WILL NOT RECEIVE THE MATERIALS UNLESS THE OBO’S BROKER/NOMINEE ASSUMES THE COSTS OF DELIVERY.

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Brokers/nominees are required to forward the Meeting materials to each OBO unless the OBO has waived the right to receive them. Every broker/nominee has its own mailing procedures and provides its own return instructions, which should be carefully followed by OBOs in order to ensure that their securities 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 how to vote on behalf of the beneficial shareholder.

Should a Non-Registered Shareholder receiving a form of proxy or VIF wish to vote at the Meeting, the NonRegistered Shareholder should strike out the names of the management proxyholders named in the form and insert the Non-Registered Shareholder’s name in the blank provided and return the materials to the broker or TSX Trust as directed and well before the Meeting date.

UNITED STATES SHAREHOLDERS

This solicitation of proxies involves securities of a corporation incorporated in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934 , as amended, are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of the provinces of Canada differ from the disclosure and proxy solicitation requirements under United States securities laws. The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), some of its directors and its executive officers are residents of Canada and a significant portion of its assets and the assets of such persons are located outside the United States. Shareholders may not have standing to bring a claim against a foreign corporation or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign corporation and its officers and directors to subject themselves to a judgment by a United States court.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company has only one class of shares entitled to be voted at the Meeting, namely, common shares without par value (each a “ Share ”). All issued Shares are entitled to be voted at the Meeting and each has one vote. As of May 18, 2021, there were 87,220,075 Shares issued and outstanding.

Only shareholders of record on May 18, 2021, will be entitled to vote at the Meeting or any adjournment thereof.

On September 17, 2020, the Company consolidated its Shares on a two old for one new share basis, such that for every two Shares held, a shareholder received one post-consolidated Share. Stock options and share purchase warrants were also adjusted by the consolidation ratio and exercise prices adjusted accordingly. All securities, including Shares and stock options, listed in this Information Circular are reported on a post-consolidated basis.

To the knowledge of the directors and executive officers of the Company, no person beneficially owns, or exercises control or direction, directly or indirectly, over Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company which have the right to vote in all circumstances, except as follows:

Name	Number of Shares Held	Percentage of Total Issued and Outstanding
Liberty Gold Inc.	14,986,890	17.2%

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended August 31, 2020, will be placed before shareholders at the Meeting. These financial statements and management`s discussion and analysis are also available for review on SEDAR. See Part 8 “OTHER INFORMATION – Additional Information” below.

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SETTING NUMBER OF DIRECTORS

Management proposes to nominate the persons named under the heading “Election for Directors” below for election as directors of the Company. Each director elected will hold office until the next annual general meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a director.

It is proposed to set the number of directors at five (5). This requires the approval of the shareholders of the Company by an ordinary resolution, which approval will be sought at the Meeting.

Unless the shareholder directs that his or her Shares be otherwise voted or withheld from voting in connection with the setting of the number of directors, the persons named in the enclosed Proxy will vote FOR the number of directors of the Company to be set at five (5).

ELECTION OF DIRECTORS

The Board presently consists of five directors. At the Meeting, it is proposed to maintain the number of directors elected at five, to hold office until the next annual general meeting or until their successors are duly elected or appointed. Unless the shareholder directs that his or her Shares be otherwise voted or withheld from voting in connection with the election of directors, the persons named in the enclosed Proxy will vote FOR the election of the five nominees whose names are set forth below. Management does not contemplate that any of the following nominees will be unable to serve as a director but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy shall have the right to vote for another nominee in their discretion.

The following table and notes thereto state the names, provinces and countries of residence of all persons proposed to be nominated for election as directors, the date on which each of them first became a director of the Company, all positions and offices with the Company held by each of them, the principal occupation or employment of each of them, and the number of Shares beneficially owned, or controlled or directed, directly or indirectly, by each of them. The biographical information set out below as to principal occupation of, and number of Shares owned by, each of the nominees, not being within the knowledge of the Company, has been furnished by the nominees.

Name, Province/State and Country of Residence and Position with Company	Present Principal Occupation(1)(2)	Director Since	Shares Owned
Scott Patrizi Western Australia, Australia President, Chief Executive Officer and Director	President and Chief Executive Officer of the Company since May, 2021; Non-Executive Director of Caprice Resources Ltd since 2018; Non-Executive Director of RareX Limited from 2018 to 2020; Non-Executive Director of Elixir Petroleum Limited from 2016 to 2019; Executive Director of Matador Mining Ltd from 2016 to 2018	May 3, 2021	Nil
Neil McCallum Ontario, Canada Director	Senior Geologist/Manager at Dahrouge Geological Consulting	March 25, 2020	Nil
Jeremy Ross(3) British Columbia, Canada Director	Self-employed corporate development consultant	April 30, 2019	Nil
Nathan Tribble(3) Ontario, Canada Director	Vice President, Exploration, of Gatling Exploration Inc.	April 30, 2019	57,750
Mathew O’Hara(3) Western Australia, Australia Director	Director of Benz Mining Corp. since April 2020; Director of African Gold Limited since April 2020; Director of Carbine Resources Limited since September 2018; Associate Director at BDO Perth from 2004 to 2018.	May 19, 2021	Nil

(1) Information as to principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2) Unless otherwise stated above, any nominee named above not elected at the last annual general meeting has held the principal occupation or employment indicated for at least five years.

(3) Member of the Audit Committee.

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The Company does not have an executive committee. Pursuant to the provisions of the Business Corporations Act (British Columbia), the Company is required to have an audit committee whose members are indicated above. See also Part 6 “AUDIT COMMITTEE” below.

Corporate Cease Trade Orders or Bankruptcy

On November 26, 2018, while Mr. Jeremey Ross was a director of Speakeasy Cannabis Club Ltd. (“ Speakeasy ”), the British Columbia Securities Commission (“ BCSC ”) issued an Order against Speakeasy and others, denying Speakeasy access to an exemption under securities legislation. On January 15, 2019, the BCSC did not extend its Order against Speakeasy. Mr. Ross resigned as a director of Speakeasy on June 27, 2019.

Except as stated above, as at the date of this Information Circular, and within the last 10 years before the date of this Information Circular, no proposed director (or any of their personal holding companies) of the Company was a director, chief executive officer or chief financial officer of any company (including the Company) that:

• (a) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days while that person was acting in the capacity as director, executive officer or chief financial officer; or

• (b) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the person ceased to be a director, chief executive officer or chief financial officer in the company and which resulted from an event that occurred while that person was acting in the capacity as director, executive officer or chief financial officer; or

• (c) is as at the date of this Information Circular or has been within 10 years before the date of this Information Circular, 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

• (d) has within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.

Conflicts of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Except as disclosed in this Information Circular, to the Company’s knowledge, there are no known existing or potential conflicts of interest among the Company and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management now or may in the future serve as directors, officers, promoters and members of management of other public companies, some of which are or may be involved in the exploration and development of natural resources, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of the Company and their duties as a director, officer, promoter or member of management of such other companies.

APPOINTMENT OF THE AUDITOR

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass the following resolution with respect to the appointment of auditors for the Company:

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“RESOLVED, as an ordinary resolution, THAT Manning Elliott LLP, Chartered Professional Accountants, be appointed as the Company’s auditor for the ensuing year, at a remuneration to be fixed by the Board of Directors.”

Unless such authority is withheld, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Manning Elliott LLP, Chartered Professional Accountants, to serve as auditor of the Company until the next annual general meeting of the Company’s shareholders and to authorize the Board to fix the remuneration to be paid to the auditor.

ANNUAL RATIFICATION OF STOCK OPTION PLAN

TSX Venture Exchange (“ TSXV ”) Policy 4.4 (“ Policy 4.4 ”) specifies that all listed issuers must implement a stock option plan. The Company’s current stock option plan, which was adopted by shareholders on May 30, 2019 (the “ Option Plan ”), is a “rolling” plan as characterized by TSXV policy, pursuant to which the aggregate number of Shares reserved for issuance thereunder may not exceed, at the time of grant, in aggregate 10% of the Company’s issued and outstanding Shares. TSXV policy requires that shareholder approval for “rolling” stock option plans must be obtained annually. Accordingly, at the Meeting, shareholders will be asked to ratify and approve the Option Plan.

The following is a summary of the principal terms of the Option Plan.

The Option Plan provides that stock options may be granted to directors, officers, employees and consultants of the Company (and any subsidiary of the Company) and management company employees. For the purposes of the Option Plan, the terms “employees”, “consultants” and “management company employees” have the meanings set out in Policy 4.4. In addition, the term “director” is defined in Policy 4.4 to include directors, senior officers and management company employees.

Under the Option Plan, the Board may from time to time designate a director or other senior officer or employee of the Company as administrator (the “ Administrator ”) for the purposes of administering the Option Plan. The Administrator is Scott Patrizi.

The Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding Shares (subject to standard anti-dilution adjustments). If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares reserved for issuance under that expired or terminated stock option will again be available for the purposes of the Option Plan. Any stock option outstanding when the Option Plan is terminated will remain in effect until it is exercised or it expires.

The Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

• (a) options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death;

• (b) options may be exercisable for a maximum of ten years from the date of grant;

• (c) options to acquire no more than 5% of the issued Shares may be granted to any one person (including companies wholly-owned by such person) in any 12 month period;

• (d) options to acquire no more than 2% of the issued Shares may be granted to any one consultant in any 12 month period;

• (e) options to acquire no more than an aggregate of 2% of the issued Shares may be granted to an employee conducting “ Investor Relations Activities ” (as defined in TSXV Policy 1.1), in any 12 month period;

• (f) at no time will options be issued which could permit at any time the aggregate number of Shares reserved for issuance under stock options granted to insiders (as a group) at any point in time exceeding 10% of the issued Shares;

• (g) at no time will options be issued which could permit at any time the grant to insiders (as a group), within a 12 month period, of an aggregate number of options exceeding 10% of the issued Shares calculated at the date an option is granted to any insider;

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• (h) options held by an option holder who is a director, employee, consultant or management company employee must expire within one year after the option holder ceases to be a director, employee, consultant or management company employee, which time period the Company determines is reasonable;

• (i) options held by an option holder who is engaged in Investor Relations Activities must expire within 30 days after the option holder ceases to be employed by the Company to provide Investor Relations Activities; and

• (j) in the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for a period of one year following the option holder’s death.

The Option Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate. Stock options granted to directors, senior officers, employees or consultants vest when granted unless otherwise determined by the Board on a case by case basis. Stock options granted to consultants performing Investor Relations Activities will vest in stages over 12 months with no more than ¼ of the options vesting in any three month period.

In addition, under the Option Plan a stock option will expire immediately in the event a director or senior officer ceases to be a director or senior officer of the Company as a result of:

• (a) ceasing to meet the qualifications under the Business Corporations Act (British Columbia);

• (b) the passing of a special resolution by the shareholders; or

• (c) an order made by a regulatory authority.

A stock option will also expire immediately in the event an employee ceases to be an employee as a result of termination for cause or an employee or consultant ceases to be an employee or consultant as a result of an order made by a regulatory authority.

The price at which an option holder may purchase a Share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the “ Discounted Market Price ” (as defined in TSXV Policy 1.1) of the Shares as of the date of the grant of the stock option (the “ Award Date ”). The exercise price of stock options granted by the Company will typically be the closing price of the Shares on the TSXV on the day immediately preceding the relevant Award Date, or otherwise in accordance with the terms of the Option Plan.

In no case will a stock option be exercisable at a price less than the minimum prescribed by the organized trading facility or the applicable regulatory authorities that would apply to the award of the stock option in question.

The Option Plan also provides that: (a) disinterested shareholder approval will be obtained for any reduction in the exercise price of an option held by an insider of the Company; and (b) options cannot be granted to employees, consultants or management company employees who are not bona fide employees, consultants or management company employees, as the case may be.

Shares will not be issued pursuant to stock options granted under the Option Plan until they have been fully paid for by the option holder. The Company will not provide financial assistance to option holders to assist them in exercising their stock options.

Shareholders may request a copy of the Option Plan by contacting the Company at the address or telephone number listed on the Notice of Meeting until the date of the Meeting and at the Meeting itself.

At the Meeting, the shareholders will be asked to consider, and if deemed advisable, to pass the following resolutions:

“RESOLVED as an ordinary resolution THAT:

1. the Company’s stock option plan adopted by shareholders on May 30, 2019 (the “ Option Plan ”) be and is hereby ratified, confirmed, authorized and approved;

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1. the reservation under the Option Plan of up to a maximum of 10% of the issued shares of the Company, on a rolling basis, as at the time of granting of the stock option pursuant to the Option Plan be and the same is hereby authorized and approved;

2. such amendments to the Option Plan are authorized to be made from time to time as the Board may, in its discretion, consider to be appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities and in certain cases, in accordance with the terms of the Option Plan, the shareholders; and

3. any one director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents, agreements and instruments, and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such documents, agreements or instruments or the doing of any such act or thing.”

The Board unanimously recommends that the shareholders vote in favour of ratifying and approving the Option Plan.

Unless the shareholder directs that his or her Shares be otherwise voted or withheld from voting in connection with the approval of the Option Plan, the persons named in the enclosed Proxy will vote FOR the approval of the above resolutions.

ALTERATION TO ARTICLES

The following information is intended as a brief description of the Australian Securities Exchange (“ ASX ”) escrow provisions (the “ ASX Escrow Provisions ”) and additional mandatory provisions to be included in the Articles of an entity admitted to official quotation on the ASX (" ASX Listing Rule Compliance Provisions ") (together, " ASX Provisions ") and is qualified in its entirety by the full text of the ASX Provisions set out as Article 28, a copy of which is attached as Schedule “A” to this Information Circular.

ASX Provisions

As a part of the Company’s ongoing strategic review, it is investigating the merits of listing on the ASX. In the event that the Company applies for admission to the official list of the ASX, the Company will be required to amend its Articles to include (a) the ASX Escrow Provisions, and (b) the ASX Listing Rule Compliance Provisions, in order to be accepted for admission.

If the Company applies for admission to the official list of the ASX and such application is accepted, it is anticipated that the Company will list CHESS Depositary Interests (“ CDIs ”) on the ASX to satisfy Australian securities law requirements. Since the Company is incorporated under the laws of British Columbia, registered shareholders have the right to receive a certificate evidencing their shares. This is incompatible with the ASX system of trading exclusively uncertificated securities. Accordingly, it is common for Canadian companies incorporated on the ASX to list CDIs. CDIs are electronic depository interests that represent a beneficial ownership interest in the underlying shares. The ASX Escrow Provisions require the Company to restrict trading in “restricted securities” which are subject to resale restrictions under applicable laws or stock exchange rules. The ASX requires the Company to impose restrictions in its Articles to ensure resale restrictions are enforced. Under TSXV rules resale restrictions are imposed pursuant to escrow agreements (to which the TSXV is a party) or legends affixed to securities under applicable securities laws. ASX rules require the inclusion of the ASX Escrow Provisions in the Articles.

As these amendments require shareholder approval, the Company considers it expedient to ask shareholders at the Meeting to approve, with or without amendment, a special resolution (the “ ASX Escrow Provisions Resolution ”), to adopt the ASX Escrow Provisions and the ASX Listing Rule Compliance Provisions as part of the Articles of the Company. The text of the special resolution to be considered and, if thought fit, approved at the Meeting is as follows:

“IT IS RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1. The existing Articles of the Company are hereby altered and amended by inserting Article 28, the ASX Provisions, in the form attached as Schedule “A” to the Company’s Information Circular dated May 25, 2021.

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

2. Despite that this special resolution has been duly passed by the shareholders of the Company, the Board is authorized and empowered to revoke this resolution at any time before giving effect to the alteration and amendment to the Articles and to determine not to proceed with the resolution without further approval of the shareholders.

3. It is a condition of this resolution that the alteration and amendment to the Articles of the Company referred to in paragraph 1 does not take effect until this resolution is deposited with the records of the Company as prescribed by the Business Corporations Act (British Columbia).”

The Board unanimously recommends that the shareholders vote in favour of the ASX Provisions Resolution.

Approval of the ASX Provisions Resolution will require the affirmative votes of the holders of not less than two‐thirds of the votes cast at the Meeting in respect thereof.

Unless the shareholder directs that his or her Shares be otherwise voted or withheld from voting in connection with the approval of the ASX Provisions Resolution, the persons named in the enclosed Proxy will vote FOR the approval of the above resolutions.

PART 4 – EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V.

The following persons are considered the “ Named Executive Officers ” or “ NEOs ” for the purposes of this disclosure:

• (a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;

• (b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

• (c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year;

• (d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

The following table provides a summary of compensation paid or accrued, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and director of the Company during the Company’s two most recent financial years ended August 31, 2019 and 2020.

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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
		Salary, consulting fee, retainer or		Committee or	Value of	Value of all other compen-	Total
Name and Position	Year	commission(1) ($)	Bonus ($)	meeting fees(2) ($)	perquisites(3) ($)	sation ($)	compensation ($)
Peter Dickie Former President, Former CEO and Former Director(4)	2020	75,000(5)	N/A	N/A	N/A	N/A	75,000
P. Joseph Meagher CFO	2020	15,000(6)	N/A	N/A	N/A	N/A	15,000
	2019	65,000(6)	N/A	N/A	N/A	N/A	65,000
Nathan Tribble Director	2020	Nil	N/A	N/A	N/A	N/A	Nil
	2019	Nil	N/A	N/A	N/A	N/A	Nil
Jeremy Ross Director	2020	Nil	N/A	N/A	N/A	N/A	Nil
	2019	Nil	N/A	N/A	N/A	N/A	Nil
Neil McCallum Director(7)	2020	Nil	N/A	N/A	N/A	N/A	Nil
Nav Dhaliwal Former CEO and Former Director(8)	2020	Nil	N/A	N/A	N/A	N/A	Nil
	2019	87,500(9)	N/A	N/A	N/A	N/A	87,500
Leigh Hughes Former Interim President, Former COB and Former Director(10)	2020	Nil	N/A	N/A	N/A	N/A	Nil
	2019	42,000(11)	N/A	N/A	N/A	N/A	42,000
Wesley Hanson Former Director and Former CEO(12)	2019	12,938(13)	N/A	N/A	N/A	N/A	12,938
Gary Nassif Former President and Former Director(14)	2019	62,500(15)	N/A	N/A	N/A	N/A	62,500
Terrence Topping Former Director(16)	2019	Nil	N/A	N/A	N/A	N/A	Nil

• (1) Paid or accrued salaries and/or consulting fees.

• (2) There is no standard meeting fee or committee fee for attendance at Board meetings or for service on committees.

• (3) The value of perquisites and benefits, if any, was less than $15,000.

• (4) Mr. Dickie was appointed President, CEO and director on March 25, 2020 and resigned for all positions on April 30, 2021.

• (5) Paid as consulting fees to PDickie Mgmt Ltd., a private company wholly owned by Mr. Dickie.

• (6) Paid as consulting fees to Meagher Consulting Inc., a private company wholly owned by Mr. Meagher.

• (7) Mr. McCallum was appointed director on March 25, 2020.

• (8) Mr. Dhaliwal served as CEO and director from August 22, 2018 to March 25, 2020.

• (9) Paid to RSD Capital Corp., a private company of which Mr. Dhaliwal is an owner.

• (10) Mr. Hughes served as Interim President from March 1, 2019 to April 1, 2019, Chairman of the Board from April 30, 2019 to October 7, 2019 and director from October 10, 2018 to October 7, 2019.

• (11) Paid to COMVERJ Pty Ltd., a private company wholly owned by Mr. Hughes.

• (12) Mr. Hanson was appointed President, CEO, and director on April 10, 2017. Mr. Hanson resigned as President on March 27, 2018, resigned as CEO on April 3, 2018, and resigned as director on April 30, 2019.

• (13) Paid as geological and consulting fees to Hanson Mining Consulting Inc., a private company wholly owned by Mr. Hanson.

• (14) Mr. Nassif served as President and director from August 22, 2018 and to March 1, 2019.

• (15) Paid to 2475325 Ontario Inc., a private company wholly owned by Mr. Nassif.

• (16) Mr. Topping was appointed director on April 17, 2018 and resigned as a director on October 10, 2018.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table sets out the compensation securities granted by the Company to the Named Executive Officers and directors of the Company during the Company’s most recent financial year ended August 31, 2020. On September 17, 2020, the Company consolidated its common shares on a two old for one new share basis, such that for every two common shares held, a shareholder received one post-consolidated common share. Stock options were also

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adjusted by the consolidation ratio and exercise prices adjusted accordingly. All stock option amounts and prices listed in the below table are reported on a post-consolidated basis.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of Issue or grant	Issue, conver- sion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Peter Dickie(1) Former President, Former CEO and Former Director	Stock Options	400,000 400,000 1.20%	March 25, 2020	0.20	0.20	0.54	October 30, 2021
P. Joseph Meagher(2) CFO	Stock Options	75,000 75,000 0.23%	March 25, 2020	0.20	0.20	0.54	March 25, 2023
Nathan Tribble(3) Director	Stock Options	25,000 25,000 0.08%	March 25, 2020	0.20	0.20	0.54	March 25, 2023
Jeremy Ross(4) Director	Stock Options	25,000 25,000 0.08%	March 25, 2020	0.20	0.20	0.54	March 25, 2023
Neil McCallum(5) Director	Stock Options	250,000 250,000 0.75%	March 25, 2020	0.20	0.20	0.54	March 25, 2023

(1) As of August 31, 2020, Mr. Dickie held options to purchase 400,000 common shares.

(2) As of August 31, 2020, Mr. Meagher held options to purchase 125,000 common shares.

(3) As of August 31, 2020, Mr. Tribble held options to purchase 100,000 common shares.

(4) As of August 31, 2020, Mr. Ross held options to purchase 155,000 common shares.

(5) As of August 31, 2020, Mr. McCallum held options to purchase 250,000 common shares.

Exercise of Compensation Securities

No compensation securities were exercised by the Named Executive Officers and directors of the Company during the Company’s most recent financial year ended August 31, 2020.

STOCK OPTIONS PLANS AND OTHER INCENTIVE PLANS

The Company has in place a “rolling” stock option plan, the details of which are disclosed above under the heading “The Business of the Meeting – Annual Ratification of Stock Option Plan”. The Company does not have any other incentive plans in place.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

None of the Named Executive Officers or directors of the Company entered into any employment, consulting or management agreements with the Company during the financial year ended August 31, 2020, nor were any outstanding as of that date.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The Board determines director compensation from time to time.

The Board determines executive compensation from time to time. The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are to attract and retain executives critical to the Company’s success, who will be key in helping the Company achieve its corporate objectives and increase shareholder value. The Company looks at industry standards and the economic position of the Company when compensating its executive officers.

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PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as at the financial year ended August 31, 2020:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1) (c)
Equity compensation plans approved by security holders	2,742,500	$0.34	610,764
Equity compensation plans not approved by security holders	None	N/A	N/A

(1) This figure is based on the total number of Shares authorized for issuance under the Option Plan, less the number of stock options outstanding as at the Company’s year ended August 31, 2020. The Company consolidated its common shares on a two for one share basis effective September 17, 2020. The figures in this table reflect the consolidation.

PART 6 – AUDIT COMMITTEE

The Company is including the disclosure required by Form 52-110F2 of National Instrument 52-110 Audit Committees (“ NI 52-110 ”) under this heading.

AUDIT COMMITTEE CHARTER

The Charter of the Company’s audit committee is included as Schedule “B” to this Information Circular.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee is currently composed of the following three directors:

Member	Independent(1)	Financially Literate(1)
Mathew O’Hara	Yes	Yes
Nathan Tribble	Yes	Yes
Jeremy Ross	Yes	Yes

(1) As that term is defined in NI 52-110.

RELEVANT EDUCATION AND EXPERIENCE

All of the members of the Audit Committee are financially literate, in that they have the ability to read and understand statements of financial position, statements of comprehensive loss, statements of cash flows, and statements of equity and the notes attached thereto. Additionally, all of the members of the Audit Committee have accounting or related financial experience and are able to analyze and interpret a full set of financial statements, with the level of complexity of a mineral exploration issuer such as the Company, including the notes attached thereto, in accordance with International Financial Reporting Standards. The following table sets out each committee member’s relevant experience:

Mathew O’Hara

Mr. O’Hara is a Chartered Accountant with extensive professional experience in capital markets, financing, financial accounting and governance and has been employed by, and acted as Director, Company Secretary and Chief Financial Officer of several listed companies, predominantly in the resources sector. Prior to this, he spent more than a decade working as an Associate Director at an international accounting firm in both the Corporate Finance/Advisory and Audit divisions in Australia, gaining significant experience with publicly listed clients across a diverse range of industries, including mining & metals, oil & gas, technology and infrastructure. He had a particular focus in audit, M&A, valuations, financial modelling, due diligence and financial reporting.

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Nathan Tribble

Mr. Tribble, P.Geo. (ON) has over 15 years of professional experience in exploration and mining, with a particular focus on gold and base metal exploration and project evaluation. Past experience includes Senior Principal Geologist for Sprott Mining, Senior Geologist for Bonterra Resources, Jerritt Canyon Gold, Kerr Mines, Northern Gold, Lake Shore Gold and Vale Inco. Mr. Tribble is registered as a Professional Geoscientist in Ontario and holds a Bachelor of Science degree in Geology from Laurentian University.

Jeremy Ross

Mr. Ross specializes in raising capital for private and public companies, with a focus on the mining sectors, energy metals, marijuana, biotech and biomedical devices. Through his role as President of Blackhill Consultants, he has raised over $370 million in financing over the last 23 years for private and micro-cap start-ups.

AUDIT COMMITTEE OVERSIGHT

At no time since the beginning of the 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

Since the commencement of the Company’s financial year ended August 31, 2020, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

PRE-APPROVAL POLICIES AND PROCEDURES

The audit committee is authorized by the Board to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company.

EXTERNAL AUDIT SERVICE FEES (BY CATEGORY)

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

The fees paid by the Company to its external auditors, Manning Elliott LLP, for services rendered to the Company in each of the last two financial years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
August 31, 2020	$26,000	N/A	$1,500	N/A
August 31, 2019	$24,500	N/A	$1,500	N/A

EXEMPTION

The Company is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Company, as a venture issuer, is not required to comply with Part 5 (Reporting Obligations) of NI 52-110.

PART 7 – CORPORATE GOVERNANCE

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”) provides non-prescriptive guidelines on

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corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) prescribes certain disclosure by the Company of its corporate governance practices. The disclosure required by NI 58-101 is presented below.

BOARD OF DIRECTORS

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship that could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Scott Patrizi is not considered to be an independent director pursuant to NI 58-101. Neil McCallum, Jeremy Ross, Nathan Tribble, and Mathew O’Hara are considered to be independent directors pursuant to NI 58-101.

The Board facilitates its exercise of independent supervision over management by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board believes that fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that each director exercises independent judgment in carrying out his responsibilities and acting in the best interests of the Company.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia) is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly.

DIRECTORSHIP

The directors of the Company are currently directors of the following other reporting issuers:

Scott Patrizi	Caprice Resources Ltd
Neil McCallum	None
Jeremy Ross	District Mines Ltd. International Battery Metals Ltd. Canex Energy Corp. SKRR Exploration Inc. Optimum Ventures Ltd.
Nathan Tribble	Generic Gold Corp. King’s Bay Resources Corp. Windfall Geotek Inc.
Mathew O’Hara	Benz Mining Corp. African Gold Limited Carbine Resources Limited

ORIENTATION AND CONTINUING EDUCATION

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company’s management and consultants to give the directors additional insight into the Company’s business. Individual directors are responsible for maintaining their own education, skills and knowledge at an appropriate level. Board members are encouraged to attend educational courses or presentations in relation to the Company’s projects or the industry within which the Company operates.

ETHICAL BUSINESS CONDUCT

The Board has not, to date, adopted a formal written code of ethical business conduct. The current limited size of the Company’s operations and the small number of officers and consultants allow the Board to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained. The Board is aware of the recommendation in National Policy 58-201 Corporate Governance Guidelines to adopt a written code

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of business conduct and ethics and will review different standards that may be appropriate for the Company to adopt if warranted.

To date, the Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A director must disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The disclosure must be evidenced in writing by being included in the consent resolutions or minutes of the meeting that approve the transaction or in a written disclosure delivered to the Company’s records office. Unless the director properly discloses his interest and has the transaction properly approved, he may be liable to account to the Company for any profit he makes as a result of the transaction, unless the court finds that the transaction was fair and reasonable to the Company. Once the appropriate disclosure has been made by the interested director, the transaction must be approved by the directors or by the shareholders by special resolution. An interested director would not be entitled to vote at meetings of directors which evoke any such conflict.

NOMINATION OF DIRECTORS

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees to fill vacancies and for the next annual meeting of the shareholders. The Board 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, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, show support for the Company’s mission and strategic objectives and a willingness to serve.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole; however, this policy may be reviewed in the future depending on the circumstances of the Company.

COMPENSATION

The Board periodically reviews the compensation paid to directors, management and other employees based on such factors as time commitment and level of responsibility and the Company’s current position as an exploration company with limited operating revenue.

The Board does not have a compensation committee, and these functions are currently performed by the Board as a whole; however, this policy may be reviewed in the future depending on the circumstances of the Company.

OTHER BOARD COMMITTEES

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

ASSESSMENTS

The Board conducts periodic assessments of its members including individual assessments to determine if the Board and the individual directors are performing efficiently. Based on the Company’s size, stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be unnecessary at this time. As the activities of the Company develop, it will consider the establishment of more formal evaluation procedures, including more quantitative measures of performance.

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PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our directors or executive officers, proposed nominees for election as directors, or associates of any of them, is or has been indebted to the Company or any subsidiaries at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Information Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, since the commencement of the most recently completed financial year, no “informed person” had any material interest, direct or indirect, in any transaction or any proposed transaction, which has materially affected or would materially affect the Company or any of its subsidiaries. “Informed Person” means: (a) a director or executive officer of the Company; (b) a director or officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; or (d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, so long as it holds any of its securities.

MANAGEMENT CONTRACTS

Management functions of the Company are generally performed by directors and executive officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

OTHER BUSINESS

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

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Financial information is provided in the Company’s financial statements and management’s discussion and analysis for the most recently completed financial year.

The Company will provide to any securityholder upon request copies of the Company’s financial statements and management’s discussion & analysis for the most recently completed financial year. Please direct your request to the Company at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6, to request the Company’s financial statements and management’s discussion & analysis.

DATED at Vancouver, British Columbia, on the 25[th] day of May, 2021.

ON BEHALF OF THE BOARD

“Scott Patrizi” Chief Executive Officer

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SCHEDULE “A”

The Articles of the Company be amended by inserting the following as Article 28:

ARTICLE 28. ASX PROVISIONS

28.1 ASX Restricted Securities

1. Definitions

In this Article 28.1:

“ dispose ” means to dispose of, directly or indirectly through another person, by any means, including:

• (a) granting, being granted or exercising an option;

• (b) declaring a trust over an asset;

• (c) using an asset as collateral;

• (d) decreasing an economic interest; or

• (e) disposing of part of an asset;

“ holding lock ” has the meaning set out in Section 2 of the ASX Settlement Operating Rules;

“ Listing Rules ” means the Listing Rules of the ASX;

“ restriction deed ” means a deed entered into under rule 9.1(b) of the Listing Rules;

“ restricted securities ” means:

• (a) securities issued in the circumstances set out in Appendix 9B to the Listing Rules; and

• (b) securities that, in the opinion of the ASX, should be treated as restricted securities; and

“ security ” has the meaning set out in chapter 19 of the Listing Rules, “ securities ” has a corresponding meaning and, for the avoidance of doubt, includes CDIs.

2. Application

This Article 28 shall only apply if the Company shall be admitted to the official list of the ASX, and if and for so long as it has any restricted securities on issue.

3. Restrictions

• (a) A holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (b) If the restricted securities are in the same class as quoted securities (including CDIs), the holder will be taken to have agreed in writing that the restricted securities are to be kept on the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities.

• (c) The Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (d) A holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (e) If a holder of restricted securities breaches a restriction deed or a provision of these Articles restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

28.2 ASX Requirements

In this Article 28.2:

“ ASX ” means ASX Limited.

“ Listing Rules ” means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity* is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

If the Company is admitted to the Official List of ASX, the following Articles apply:

• (a) Notwithstanding anything contained in these Articles, if the Listing Rules prohibit an act being done, the act shall not be done.

• (b) Nothing contained in these Articles prevents an act being done that the Listing Rules require to be done.

• (c) If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

• (d) If the Listing Rules require these Articles to contain a provision and it does not contain such a provision, these Articles are deemed to contain that provision.

• (e) If the Listing Rules require these Articles not to contain a provision and it contains such a provision, these Articles are deemed not to contain that provision.

• (f) If any provision of these Articles is or becomes inconsistent with the Listing Rules, these Articles are deemed not to contain that provision to the extent of the inconsistency.

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SCHEDULE “B”

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF HUNTSMAN EXPLORATION INC.

The Audit Committee will be governed by the following charter:

1. Purpose of the Committee

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

• Members of the Audit Committee

2.1 At least one member must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

• 2.2 The Audit Committee shall consist of no less than three Directors.

• 2.3 At least one member of the Audit Committee must be “independent” as defined under NI 52-110, while the Company is in the developmental stage of its business.

3. Relationship with External Auditors

3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.

3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

• 3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

• 3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

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

4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:

• (i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

• (ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

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5. Appointment of Auditors

5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.

5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6. Evaluation of Auditors

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

7. Remuneration of the Auditors

7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

• 7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8. Termination of the Auditors

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

9. Funding of Auditing and Consulting Services

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

10. Role and Responsibilities of the Internal Auditor

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

11. Oversight of Internal Controls

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

12. Continuous Disclosure Requirements

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

13. Other Auditing Matters

• 13.1 The Audit Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably.

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• 13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

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

15. Independent Advisers

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

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