Magna Mining Inc. — Proxy Solicitation & Information Statement 2023

May 18, 2023

MAGNA MINING INC.

45 Oak Street, Box 103 Dowling, Ontario, P0M 1R0

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the shareholders of Magna Mining Inc. (the "Corporation") will be held at the offices of the Corporation, 1300 Kelly Lake Road, Sudbury, Ontario, P3E 5P4, at 10:00 a.m. (Toronto time) on June 9, 2023.

The Meeting will be held for the following purposes:

• 1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2022, together with the report of the auditor thereon;
• 1. to elect the directors of the Corporation for the ensuing year;
• 1. to appoint Baker Tilly WM LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of the auditor;
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of shareholders of the Corporation confirming and approving the stock option plan (the "Stock Option Plan") of the Corporation;
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of shareholders of the Corporation confirming and approving the amended and restated restricted share unit plan (the "RSU Plan") of the Corporation, as more fully described in the accompanying management information circular (the "Circular");
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders of the Corporation confirming and approving the prior grant of 78,000 restricted share units ("RSUs") pursuant to the RSU Plan, as more fully described in the Circular;
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the disinterested shareholders of the Corporation confirming and approving an amended and restated investor rights agreement between the Corporation and Hawke's Point Holdings II Ltd., as more fully described in the accompanying Circular; and
• 1. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Particulars of the foregoing matters are set forth in the Circular accompanying this notice. Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters.

The directors of the Corporation have fixed the close of business on May 4, 2023, as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting. Only shareholders whose names have been entered in the register of shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the Circular under the heading "General Proxy Information". Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. For information with respect to shareholders who own their common shares through an intermediary, see "General Proxy Information – Non-Registered Shareholders" in the Circular.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. To be included at the Meeting, your completed and executed form of proxy must be received by Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, no later than 10:00 a.m. (Toronto time) on June 7, 2023 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting), or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof. Voting instructions may also be provided by telephone or the internet by following the instructions on the form of proxy.

DATED at Toronto, Ontario this 11th day of May, 2023.

BY ORDER OF THE BOARD

(signed) "Jason Jessup"

Chief Executive Officer

GENERAL PROXY INFORMATION1
Solicitation of Proxies 1
Appointment of Proxies1
Revocation of Proxies 2
Exercise of Discretion by Proxies2
Execution of Proxy2
Non-Registered Shareholders 2
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 4
BUSINESS OF THE MEETING 5
Receiving the Financial Statements5
Election of Directors 5
Appointment of Auditor 8
Approval of the Stock Option Plan 8
Approval of the Amended RSU Plan11
Approval of RSU Grants 14
Approval of Amended and Restated Investor Rights Agreement15
OTHER BUSINESS 17
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 17
STATEMENT OF EXECUTIVE COMPENSATION17
Director and Named Executive Officer Compensation, Excluding Compensation Securities17
Stock Options and Other Compensation Securities 18
Stock Option Plans and Other Incentive Plans 20
Employment, Consulting and Management Agreements 21
Oversight and Description of Director and Named Executive Officer Compensation24
Pension Disclosure26
Directors and Officers Liability Insurance26
EQUITY COMPENSATION PLAN INFORMATION 26
AUDIT COMMITTEE DISCLOSURE 27
Audit Committee 27
Audit Committee Charter 27
Composition, Education and Experience27
Audit Committee Oversight28

Reliance on Certain Exemptions28
Pre-Approval Policies and Procedures28
External Auditor Service Fees (By Category) 28
Exemption 29
CORPORATE GOVERNANCE DISCLOSURE 29
Board of Directors 29
Directorships 29
Orientation and Continuing Education30
Ethical Business Conduct30
Nomination of Directors30
Compensation 31
Other Board Committees 31
Assessments 31
DISCLOSURE RELATING TO DIVERSITY31
Director Term Limits and Other Mechanisms of Board Renewal 32
Policy Relating to the Identification and Nomination of Members of Designated Groups for Directors32
Consideration of the Representation of Designated Groups in Director Identification and Nomination Process32
Consideration of the Representation of Designated Groups in Senior Management Appointments32
Targets Regarding the Representation of Members of Designated Groups on the Board33
Targets Regarding the Representation of Members of Designated Groups in Senior Management33
Current Representation of Members of Designated Groups on the Board34
Current Representation of Members of Designated Groups in Senior Management34
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 34
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 34
ADDITIONAL INFORMATION 34
APPROVAL35

SCHEDULE "A"	Stock Option Plan Resolution A-1
SCHEDULE "B"	RSU Plan ResolutionB-1
SCHEDULE "C"	IRA ResolutionC-1
SCHEDULE "D"	RSU Grant Resolution D-1
SCHEDULE "E"	Proposed Stock Option PlanE-1
SCHEDULE "F"	RSU Plan F-1
SCHEDULE "G"	Audit Committee Charter G-1

MAGNA MINING INC.

MANAGEMENT INFORMATION CIRCULAR

May 11, 2023

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Magna Mining Inc. (the "Corporation") for use at the annual and special meeting (the "Meeting") of the shareholders of the Corporation to be held at the offices of the Corporation, 1300 Kelly Lake Road, Sudbury, Ontario, P3E 5P4, at 10:00 a.m. (Toronto time) on June 9, 2023, and at all adjournments thereof, for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting").

The solicitation of proxies will be made primarily by mail and may be supplemented by telephone or other personal contact by the directors, officers and employees of the Corporation. Directors, officers and employees of the Corporation will not receive any extra compensation for such activities. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting. The Corporation may pay brokers or other persons holding common shares of the Corporation ("Common Shares") in their own names, or in the names of nominees, for their reasonable expenses for sending forms of proxy and this Circular to beneficial owners of Common Shares and obtaining proxies therefrom. The cost of any such solicitation will be borne by the Corporation.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Corporation. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

APPOINTMENT OF PROXIES

A registered shareholder of the Corporation may vote in person at the Meeting or may appoint another person to represent such shareholder as proxy and to vote the Common Shares of such shareholder at the Meeting. In order to appoint another person as proxy, such shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The persons named in the form of proxy accompanying this Circular are officers and/or directors of the Corporation. A shareholder of the Corporation has the right to appoint a person or company (who need not be a shareholder of the Corporation), other than the persons designated in the form of proxy, to represent such shareholder at the Meeting and at any adjournment thereof. Such right may be exercised by either striking out the names of the persons designated in the form of proxy and inserting the name of the person to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, no later than 10:00 a.m. (Toronto time) on June 7, 2023 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting), or depositing the completed and executed form of proxy with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof. Voting instructions may also be provided by telephone or the internet by following the instructions on the form of proxy.

REVOCATION OF PROXIES

A registered shareholder of the Corporation who has given a proxy may revoke the proxy as to any matter on which a vote has not already been cast pursuant to its authority: (a) by depositing an instrument or act in writing, including another completed form of proxy bearing a later date, executed by the shareholder or by the shareholder's personal representative authorized in writing (i) at the registered office of the Corporation, located at 45 Oak Street, Box 103, Dowling, Ontario, P0M 1R0, at any time prior to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law. A revocation of a proxy will not affect any matter on which a vote has been taken prior to the revocation.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by an appropriate form of proxy will be voted or withheld from voting on any ballot that may be called for at the Meeting, or any adjournment thereof, in accordance with the instructions of the shareholder of the Corporation contained on the form of proxy and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of instructions, such Common Shares will be voted in favour of each of the matters described in the Notice of Meeting.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments to, or variations of, the matters described in the Notice of Meeting and on other matters, if any, which may properly be brought before the Meeting or any adjournment thereof. At the date hereof, management of the Corporation knows of no such amendments or variations or other matters to be brought before the Meeting. However, if any other matter that is not now known to management of the Corporation should properly be brought before the Meeting, or any adjournment thereof, the Common Shares represented by such proxy will be voted on such matter in accordance with the judgment of the person named as proxy thereon.

EXECUTION OF PROXY

The form of proxy must be executed by the registered shareholder of the Corporation or by such shareholder's personal representative authorized in writing. A form of proxy executed by the shareholder's personal representative or by a person acting in some other representative capacity, including an officer of a corporation that is a shareholder of the Corporation, should indicate the capacity in which such person is signing. A shareholder of the Corporation or the shareholder's personal representative may execute the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of the shareholder's personal representative, as the case may be.

NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Corporation, or the persons they appoint as their proxy, are entitled to attend and vote at the Meeting. Many shareholders of the Corporation are "non-registered" shareholders ("Non-Registered Shareholders") because the Common Shares they own are not registered in their own name but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. The Common Shares beneficially owned by a Non-Registered Shareholder will generally be registered in the name of either:

(a) an intermediary (an "Intermediary") with whom the Non-Registered Shareholder deals in respect of the Common Shares (including, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or

(b) a clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust Company) of which the Intermediary is a participant.

Non-Registered Shareholders fall into two categories – those who have advised the Intermediary holding Common Shares on their behalf that they object to the Intermediary disclosing certain ownership information about the Non-Registered Shareholder to the Corporation ("Objecting Beneficial Owners"), and those who have not objected to such disclosure ("Non-Objecting Beneficial Owners").

With respect to Non-Registered Shareholders, in accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators ("NI 54-101"), the Corporation has distributed copies of the Notice of Meeting, this Circular and the accompanying form of proxy (collectively, the "Meeting Materials") to the Intermediaries for onward distribution to both Objecting Beneficial Owners and Non-Objecting Beneficial Owners. The Corporation does not intend to pay for Intermediaries to forward the Meeting Materials to Objecting Beneficial Owners under NI 54-101. Accordingly, Objecting Beneficial Owners will not receive the Meeting Materials unless their Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will be given either:

• (a) a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions that contains a removable label with a barcode and other information. In order for the voting instruction form to validly constitute a form of proxy, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
• (b) a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, as described above.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those instructions regarding when and where the voting instruction form or the form of proxy is to be delivered.

A Non-Registered Shareholder who has submitted a voting instruction form or form of proxy may revoke it by contacting the Intermediary through which the Common Shares of such Non-Registered Shareholder are held and following the instructions of the Intermediary respecting the revocation of proxies.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The directors of the Corporation have fixed May 4, 2023 as the record date for the determination of the shareholders of the Corporation entitled to receive notice of the Meeting (the "Record Date"). Shareholders of the Corporation of record at the close of business on the Record Date will be entitled to vote at the Meeting and at all adjournments thereof.

As at the Record Date, there were 161,637,148 Common Shares outstanding. Each Common Share entitles the holder of record thereof to one vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at the Record Date, no person or company beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation, except as stated below.

Name of Shareholder	Number of Common Shares (1)	Percentage of Outstanding Common Shares (2)
Dundee Corporation (3)(4)	33,563,518	20.8%
TFG Asset Management UK LLP(5)	18,518,518	11.5%

Notes:

• (1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the shareholder listed above and/or has been obtained from insider reports filed by such shareholder on the System for Electronic Disclosure by Insiders ("SEDI") at www.sedi.ca or from early warning reports and alternative monthly reports filed by such shareholder on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
• (2) Calculated on an undiluted basis, based on 161,637,148 Common Shares issued and outstanding as of the Record Date.
• (3) Dundee Corporation ("Dundee") is a public independent holding company that owns and manages a portfolio of publicly listed and privately held businesses. Of the Common Shares referenced above, 33,364,768 Common Shares are registered in the name of Dundee Resources Limited, a wholly owned subsidiary of Dundee. The remaining 198,750 Common Shares are registered in the name of Dundee Goodman Merchant Partners, a division of Goodman & Company, Investment Counsel Inc. and a wholly owned subsidiary of Dundee.
• (4) Jonathan Goodman, a director of the Corporation, is currently the President and Chief Executive Officer of Dundee Corporation and is also the President and Chief Executive Officer of Dundee Goodman Merchant Partners.
• (5) TFG Asset Management UK LLP ("TFG") is an indirect subsidiary of Tetragon Financial Group Limited, a Guernsey closed-end company listed on the Euronext Amsterdam N.V. and the Main Market of the London Stock Exchange. TFG has been delegated investment management responsibilities in respect of Hawke's Point Holdings II Limited ("Hawke's Point"), and therefore has control or direction over the Common Shares held by Hawke's Point.

BUSINESS OF THE MEETING

RECEIVING THE FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2022, and the report of the auditor thereon, have been mailed to the Corporation's registered and beneficial shareholders who requested to receive them. The financial statements are also available on SEDAR at www.sedar.com. At the Meeting, shareholders and proxy holders will be given an opportunity to discuss the financial results with management.

ELECTION OF DIRECTORS

The Corporation currently has six directors, the term for all of whom ends at the close of the Meeting. The board of directors of the Corporation (the "Board") has fixed the number of directors to be elected at the Meeting at six. Accordingly, at the Meeting, shareholders of the Corporation will be asked to elect six directors for the ensuing year. Each director elected will hold office until the close of the next annual meeting of the shareholders of the Corporation following his or her election unless his or her office is earlier vacated in accordance with the by-laws of the Corporation.

The following table sets forth certain information regarding each person proposed to be nominated for election as a director, including their name, position, province or state and country of residence, principal occupation, business or employment during the last five years, the date on which they became a director of the Corporation and the approximate number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by them as of the date of this Circular.

Name, Position, Province or State and Country of Residence(1)	Principal Occupation, Business or Employment(1)	Director Since	Common Shares Owned, Controlled or Directed(2)
Jason Jessup Ontario, Canada Chief Executive Officer and Director	Chief Executive Officer and Director of the Corporation since May 2021; Chief Executive Officer of Magna Mining (Canada) Corp. since July 2018; Director of Magna Mining (Canada) Corp. since December 2016; President of Mine Management Partners Ltd. since August 2014; President of Magna Mining (Canada) Corp. from December 2016 to July 2018.	May 4, 2021	10,410,884(5)
Derrick Weyrauch Ontario, Canada Director	President and Chief Executive Officer of Palladium One Mining Inc. since March 2019; Director of Magna Mining (Canada) Corp. since December 2016; Director of the Corporation since May 2021; Chief Financial Officer of the Corporation from May 2021 to May 2023; Chief Executive Officer of Magna Mining (Canada) Corp. from December 2016 to July 2018; Director of Nortec Minerals Corp. since October 2020; Director of Cabral Gold Inc. since October 2017; Chief Financial Officer of Cardinal Resources Ltd. from July 2017 to November 2018.	May 4, 2021	5,014,262(6)
Carl DeLuca (3)(4) Ontario, Canada Director	General Counsel and Corporate Secretary at Li-Cycle Holdings Corp. since March 2021; General Counsel and Corporate Secretary at Detour Gold Corporation from January 2019 to January 2020; Head of Legal, Deputy General Counsel, Associate General Counsel at Vale Canada Limited from October 2003 to March 2017.	May 4, 2021	125,125

Name, Position, Province or State and Country of Residence(1)	Principal Occupation, Business or Employment(1)	Director Since	Common Shares Owned, Controlled or Directed(2)
John Seaman (3)(4) Ontario, Canada Director	President and Chief Executive Officer of Apex Investigation & Security Inc. since August 2002; Director of i-80 Gold Corp. since April 2021; Director of Norseman Silver Inc. since September 2020; Director of Wolfden Resources Corporation since June 2018; Director of Premier Gold Mines Limited from May 2006 to April 2021; Chief Financial Officer of Premier Gold Mines Limited from August 2006 to July 2012.	May 4, 2021	325,125
Vernon Baker (3)(4) Minas Gerais, Brazil Director	Chief Executive Officer of Jaguar Mining Inc. since August 2019; Previously President of Duluth Metals Limited, Vice President of Operations at FNX Mining, General Manager of Barrick Goldstrike Mines Inc. and General Manager of Hemlo Operations, a joint venture of Teck Cominco Ltd. and Barrick Gold Corporation.	May 4, 2021	4,450,462(7)
Jonathan Goodman Ontario, Canada Director	President of Dundee Corporation since October 2020; Chief Executive Officer of Dundee Corporation since June 2018; Board Chair of Dundee Precious Metals Inc. from September 2017 to May 2023; Executive Chairman of Dundee Precious Metals Inc. from April 2013 to September 2017; President and Chief Executive Officer of Toachi Mining Inc. from September 2017 to January 2018; Previously President and Chief Executive Officer of Dundee Precious Metals Inc	March 28, 2022	Nil

Notes:

• (1) The information as to province or state and country of residence and principal occupation, business or employment, not being within the knowledge of the Corporation, has been furnished by the respective nominee.
• (2) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the respective nominee and/or has been obtained from insider reports available on SEDI at www.sedi.ca or from early warning reports and alternative monthly reports available on SEDAR at www.sedar.com.
• (3) Member of the Audit Committee.
• (4) Member of the Compensation Committee.
• (5) Mr. Jessup holds 339,609 Common Shares directly and 10,071,275 Common Shares indirectly through Mine Management Partners Ltd., a private company controlled by Mr. Jessup.
• (6) These Common Shares are registered in the name of Weyrauch & Associates Inc., a private company controlled by Mr. Weyrauch.
• (7) Includes 893,750 Common Shares held jointly by Mr. Baker and his wife.

None of the persons proposed to be nominated for election as a director of the Corporation is, as at the date hereof, or has been, within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied such company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days and that was issued while that person was acting in such capacity or that was issued after that person ceased to act in such capacity and which resulted from an event that occurred while that person was acting in such capacity.

Other than as set out below, none of the persons proposed to be nominated for election as a director of the Corporation is, as at the date hereof, or has been, within the ten years prior to the date hereof, a director or executive officer of any company that, while that person was acting in such capacity, or within a year of that person ceasing to act in such 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.

Derrick Weyrauch was elected to the board of directors of Jaguar Mining Inc. ("Jaguar") in June 2013. As part of a corporate turnaround and restructuring process, Jaguar declared insolvency and commenced a voluntary proceeding under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") on December 23, 2013 in the Ontario Superior Court of Justice. This proceeding was commenced to implement a debt restructuring and financing transaction (the "Jaguar CCAA Plan") that was negotiated prior to the commencement of the CCAA proceeding. On April 22, 2014, Jaguar implemented the Jaguar CCAA Plan and emerged from court protection under the CCAA. On May 2, 2014, the shares of Jaguar began trading on the TSX Venture Exchange (the "Exchange"). Following the voluntary proceeding under the CCAA, the Toronto Stock Exchange advised that it is reviewing the common shares of Jaguar with respect to meeting the requirements for continued listing pursuant to the Expedited Review Process. The common shares were subsequently suspended from trading on the Toronto Stock Exchange. In 2013, NYSE Regulations, Inc. ("NYSE Regulation") reached a decision to delist Jaguar's common shares in view of the fact that Jaguar's common shares had fallen below the New York Stock Exchange's continued listing standard for an average closing price of less than US\$1.00 over a consecutive 30 trading day period. As a result, on June 3, 2013, NYSE Regulation commenced proceedings to delist the common shares of Jaguar from the New York Stock Exchange and trading in Jaguar's common shares was suspended prior to the opening on June 7, 2013.

Additionally, Mr. Weyrauch was a director of Banro Corporation ("Banro"). On November 20, 2017, Banro became subject to a general cease trade order issued by the Ontario Securities Commission for failure to file its interim financial statements and management's discussion and analysis for the period ended September 30, 2017, and the certifications of such filings as required by National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings. The filings were not made due to significant uncertainty concerning Banro's ability to continue as a going concern. As part of a corporate turnaround and restructuring process, Banro declared insolvency and commenced a voluntary proceeding under the CCAA on December 22, 2017 in the Ontario Superior Court of Justice. This proceeding was commenced to implement a debt restructuring and sale and investment solicitation process (the "Banro CCAA Plan"). On May 3, 2018, Banro implemented the Banro CCAA Plan and emerged from court protection under the CCAA.

None of the persons proposed to be nominated for election as a director of the Corporation has, within the ten years prior to the date hereof, 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 its assets.

None of the persons proposed to be nominated for election as a director of the Corporation has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a person proposed to be nominated for election as a director of the Corporation.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the election of each of the nominees whose names are set forth above, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the election of each such nominee. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director of the Corporation for the ensuing year, however, if that should occur for any reason at or prior to the Meeting or any adjournment thereof, the persons named in the form of proxy accompanying this Circular have the right to vote for the election of the remaining nominees and may vote for the election of a substitute nominee in their discretion.

APPOINTMENT OF AUDITOR

It is proposed that Baker Tilly WM LLP, Chartered Professional Accountants ("Baker Tilly") be appointed as the auditor of the Corporation to hold office until the close of the next annual meeting of the shareholders of the Corporation and that the Board be authorized to set the auditor's remuneration.

On May 4, 2021, the Corporation completed its previously announced acquisition of all of the issued and outstanding shares of Magna Mining Corp. ("Magna Mining") by way of a three-cornered amalgamation that resulted in a "reverse takeover" (as defined in the policies of the Exchange) of the Corporation, with Magna Mining as the reverse takeover acquirer (the "RTO Transaction"). The Transaction constituted the "qualifying transaction" of the Corporation for the purposes of Policy 2.4 – Capital Pool Companies of the Exchange. Baker Tilly was first appointed as the auditor of the Corporation effective May 5, 2021, immediately following the RTO Transaction.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the appointment of Baker Tilly as the auditor of the Corporation until the close of the next annual meeting of the shareholders of the Corporation or until its successor is appointed and the authorization of the directors of the Corporation to fix the remuneration of Baker Tilly, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the appointment of the auditor of the Corporation.

APPROVAL OF THE STOCK OPTION PLAN

The Corporation has adopted a "rolling" stock option plan (the "Stock Option Plan") for officers, directors, employees and consultants of the Corporation. The Stock Option Plan was last approved by shareholders of the Corporation at its annual and special meeting of shareholders held on June 16, 2022.

The Stock Option Plan provides for the grant of non-transferrable stock options ("Options") to acquire up to 10% of the Corporation's issued and outstanding Common Shares as at the date of grant, subject to standard anti-dilution adjustment. The Stock Option Plan is considered to be a "rolling" stock option plan because the number of Common Shares reserved for issuance pursuant to the grant of Options will increase as the Corporation's issued and outstanding share capital increases. At no time will more than 10% of the outstanding Common Shares be subject to grant under the Stock Option Plan. If an Option expires, is exercised or otherwise terminates for any reason, the Common Shares reserved for issuance in respect of such Option will again be available for issuance under the Stock Option Plan.

Pursuant to the policies of the Exchange, the Corporation is required to obtain shareholder approval of the Stock Option Plan at each annual meeting of the shareholders of the Corporation because the Stock Option Plan is a "rolling" stock option plan. Accordingly, at the Meeting, shareholders will be asked to pass an ordinary resolution to approve the Stock Option Plan for the ensuing year.

Summary of the Stock Option Plan

The following is a summary of the key provisions of the Stock Option Plan. This summary is qualified in all respects by the full text of the Stock Option Plan, a copy of which is attached hereto as Schedule "E". All terms used but not defined in this section have the meaning ascribed thereto in the Stock Option Plan.

Eligible Participants	The Board, or a committee designated by the Board, may from time to time designate bona fide officers, directors, employees, management company employees and consultants of the Corporation to whom Options may be granted.
-----------------------	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Number of Common Shares	The aggregate number of Common Shares made available for issuance in respect of Options granted under the Stock Option Plan, together with the aggregate number of Common Shares that are available for issuance under any and all of the Corporation's other Security Based Compensation Plans, must not exceed 10% of the issued and outstanding Common Shares of the Corporation on a non-diluted basis at any point in time. Common Shares in respect of which Options have not been exercised and are no longer subject to being purchased pursuant to the terms of any Options shall be available for further Options under the Stock Option Plan.
Participation Limits	The maximum number of Common Shares that may be issued to any one person, within any 12 month period, pursuant to the Stock Option Plan and any other security based compensation arrangements of the Corporation is 5% of the total number of Common Shares then outstanding, unless disinterested shareholder approval is obtained. The maximum number of Common Shares that may be issued to any one consultant, within any 12 month period, pursuant to the Stock Option Plan and any other security based compensation arrangements of the Corporation is 2% of the total number of Common Shares then outstanding, unless disinterested shareholder approval is obtained. The maximum number of Common Shares that may be issued to Insiders, at any point in time, pursuant to the Stock Option Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding, unless disinterested shareholder approval is obtained. The maximum number of Common Shares that may be issued to Insiders, within any 12 month period, pursuant to the Stock Option Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding, unless disinterested shareholder approval is obtained. The maximum number of Common Shares that may be issued pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers, in the aggregate, is 2% of the total number of Common Shares then outstanding.
Exercise Price	The exercise price of an Option will be fixed by the Board, or a committee designated by the Board, when the Option is granted, provided that such price shall not be less than the Discounted Market Price of the Common Shares, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the Exchange rules and policies.
Term of Options	Subject to the termination provisions noted below, the term of each Option awarded under the Stock Option Plan will be fixed by the Board, or a committee designated by the Board, at the time of grant and will be a date that is no later than 10 years from the date the Option is granted.
Vesting	Subject to the discretion of the Board, Options granted to a Participant under the Stock Option Plan shall fully vest on the date of grant. In accordance with the policies of the Exchange, and subject to their approval to the contrary, Options issued to any Investor Relations Service Provider must vest (and not otherwise be exercisable) in stages over a minimum of 12 months with not more than 25% of the Options vesting in any three month period.

Effect of Death or Termination	Upon the death of the Participant, any Options held by such Participant will terminate on the date determined by the Board, or a committee designated by the Board, which date shall not be later than the earlier of the expiry date of the Option and one year from the date of death. If the Participant ceases to be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to, the Corporation, any Options held by such Participant will terminate on the earlier of the expiry date of the Option and the 90th day following the date on which the Participant ceases to be a director, officer or employee of the Corporation, or ceases to provide ongoing management or consulting services to the Corporation, as the case may be (or such lesser period as may be specified by the Board or a committee designated by the Board, at the time of grant). If the Participant ceases to be employed to provide Investor Relations Activities on behalf of the Corporation, any Options held by such Participant will terminate on the earlier of the 30th day following the date on which the Participant ceases to be employed to provide Investor Relations Activities to the Corporation (or such lesser period as may be specified by the Board or a committee designated by the Board, at the time of grant). Notwithstanding the foregoing, if the Participant's position with the Corporation is terminated for cause, or if the Participant violates the terms of their Option Agreement or any agreement they may have with the Corporation, all options granted to the Participant pursuant to the Stock Option Plan shall become null and void immediately without penalty to the Corporation.
Changes in Share Capital	Appropriate adjustments in the number of Common Shares optioned, the aggregate number of Common Shares reserved for issue pursuant to Options and the exercise price per Common Share, as regards Options granted or to be granted, will be made by the Board to give effect to adjustments in the number of Common Shares of the Corporation resulting from subdivisions, consolidations, reclassification of the shares of the Corporation, the payment of stock dividends and any merger, amalgamation or reorganization to which the Corporation is a party.
Amendments	The Board, or a committee designated by the Board, may amend or change the Stock Option Plan and any Options granted under it from time to time, subject to receipt of consents or approvals of all applicable authorities and exchanges, except that the Board, or a committee designated by the Board, shall not adversely affect the rights of any Participant to whom an Option has been granted without his or her consent and any reduction in the exercise price of Options must comply, as of the date of the amendment, with the exercise price provisions set out above.
Suspension or Termination	The Board, or a committee designated by the Board, has the power to discontinue the Stock Option Plan at any time, provided that such discontinuance may not alter or impair any Option previously granted under the Stock Option Plan to a Participant.

Shareholder Approval of the Stock Option Plan

At the Meeting, shareholders of the Corporation will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Stock Option Plan Resolution") confirming and approving the Stock Option Plan. The full text of the Stock Option Plan Resolution is set out in Schedule "A" attached hereto.

In order to be passed, the Stock Option Plan Resolution requires the approval of a majority of the votes cast thereon by shareholders of the Corporation present in person or represented by proxy at the Meeting. The directors of the Corporation unanimously recommend that shareholders vote in favour of the Stock Option Plan Resolution.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the Stock Option Plan Resolution, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be voted against the Stock Option Plan Resolution.

APPROVAL OF THE AMENDED RSU PLAN

Upon consideration of the compensation objectives of the Corporation, the Board approved the adoption of a restricted share unit plan (the "RSU Plan") on May 28, 2021. The RSU Plan was last approved by shareholders of the Corporation at its annual and special meeting of shareholders held on June 16, 2022.

The RSU Plan is a "fixed" restricted share unit plan, whereby the maximum number of Common Shares that may be reserved for issue and which can be issued upon the settlement of all restricted share units ("RSUs") granted under the RSU Plan is 750,000. In order to provide the Corporation with the ability to grant additional RSUs under the RSU Plan, the Board approved an amendment to the RSU Plan (the "Amended RSU Plan") on November 10, 2022 to amend and restate the existing RSU Plan to increase the fixed maximum number of Common Shares that may be reserved for issue and which can be issued upon the settlement of all RSUs granted under the RSU Plan, from 750,000 to 1,500,000. The Amended RSU Plan is subject to the receipt of shareholder approval and acceptance by the Exchange.

The directors of the Corporation believe that it is desirable to have a wide range of incentive plans, including the Amended RSU Plan, in place to attract, retain and motivate the Corporation's employees, consultants, directors and executive officers. The Amended RSU Plan provides for the grant of RSUs to eligible participants. An RSU award granted to a participant for services rendered will entitle the participant, subject to the participant's satisfaction of any conditions, restrictions or limitations imposed under the Amended RSU Plan or RSU grant letter, to receive a payment in fully paid Common Shares or, at the option of the Corporation, in cash on the date when the RSU award is fully vested. Since the value of RSUs increase or decrease with the price of the Common Shares, RSUs achieve the compensation objective of aligning the interests of executives with those of shareholders. In addition, RSUs have both time-based and performance-based vesting features that can be used to better motivate executives and to encourage qualified and experienced executives to make long-term commitments to the Corporation.

As of the date of this Circular, 828,000 RSUs have been granted to certain officers and employees of the Corporation under the Amended RSU Plan, of which 78,000 RSUs are subject to the approval of the disinterested shareholders of the Corporation (see "Business of the Meeting – Approval of RSU Grant" for more information).

The Board believes that the approval of the Amended RSU Plan is in the best interest of the Corporation and its shareholders as it will provide the Corporation with an appropriate number of Common Shares available for the grant of future awards under the RSU Plan, reflecting the increased importance of RSUs as long-term incentives in the Corporation's compensation program.

Pursuant to the policies of the Exchange, the Corporation is required to obtain shareholder approval of the Amended RSU Plan. Accordingly, at the Meeting, shareholders of the Corporation will be asked to pass a resolution to approve the Amended RSU Plan. If the requisite shareholder approval is not obtained at the Meeting, no new grants of RSUs will be made pursuant to the Amended RSU Plan.

Summary of the RSU Plan

The following is a summary of the key provisions of the Amended RSU Plan. This summary is qualified in all respects by the full text of the Amended RSU Plan, a copy of which is attached hereto as Schedule "F". All terms used but not defined in this section have the meaning ascribed thereto in the Amended RSU Plan.

Eligible Participants	The Board, or a committee designated by the Board, shall from time to time determine the eligible employees, officers, directors and consultants who may participate in the Amended RSU Plan. Investor Relations Service Providers that engage in Investor Relations Activities on behalf of the Corporation are not eligible to receive RSUs under the Amended RSU Plan.
-----------------------	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Number of Common Shares	The aggregate number of Common Shares reserved for issuance under the Amended RSU Plan, subject to certain adjustments as described in the Amended RSU Plan, must not exceed 1,500,000 Common Shares, provided that the aggregate number of Common Shares reserved for issuance under the Amended RSU Plan and pursuant to any other security-based compensation arrangements of the Corporation must not, in the aggregate, exceed 10% of the issued and outstanding Common Shares as of each date on which RSUs are granted under the Amended RSU Plan. Any Common Shares subject to an RSU which has been granted under the Amended RSU Plan and which has been cancelled or terminated in accordance with the terms of the Amended RSU Plan prior to such RSU being fully vested will again be available under the Amended RSU Plan.
Participation Limits	The maximum number of Common Shares issuable to Insiders, at any time, pursuant to the Amended RSU Plan and all other security-based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum number of Common Shares issued to Insiders, within any 12 month period, pursuant to the Amended RSU Plan and all other security-based compensation arrangements of the Corporation is 10% of the total number of Common Shares then outstanding. The maximum number of Common Shares issued to any one person (and companies wholly-owned by that person), within any 12 month period, pursuant to the Amended RSU Plan and all other security-based compensation arrangements of the Corporation must not exceed 5% of the total number of Common Shares then outstanding, unless disinterested shareholder approval is obtained. The maximum number of Common Shares issued to any eligible consultant, within any 12 month period, pursuant to the Amended RSU Plan and all other security based compensation arrangements of the Corporation must not exceed 2% of the total number of Common Shares then outstanding.
Vesting	The Board, or a committee designated by the Board, shall, in its sole discretion, determine any and all conditions to the vesting of any RSUs granted to a Participant, which vesting conditions may be based on either or both of time and performance criteria, and may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and its affiliates and any other factors which the Board, or a committee designated by the Board, deems appropriate and relevant. Notwithstanding the foregoing, the vesting date for a RSU award shall be no earlier than one year from the date the award was granted, subject to acceleration in certain circumstances, and no later than December 31st of the third calendar year following the calendar year applicable to the particular RSU award grant date.
Dividend Equivalents	Subject to the absolute discretion of the Board, or a committee designated by the Board, the Board may elect to credit, as a bonus for services rendered in the calendar year containing the payment date for cash dividends paid on the Common Shares (the "Dividend Payment Date"), a Participant with additional RSUs. In such case, the number of additional RSUs so credited will be equal to (computed to two decimal places) the aggregate amount of dividends that would have been paid to the Participant if the RSUs in the Participant's account as of the record date for payment of such dividends had been Common Shares divided by the market value of a Common Share on the Dividend Payment Date. Any RSUs that are credited to a Participant's account as a dividend equivalent will be counted toward the participation limits described above. The additional RSUs will vest on the Vesting Date of the particular RSU award to which the additional RSUs relate. If the additional RSUs cannot be credited to a Participant's account, then the cash amount of such dividend will be paid to the Participant upon the vesting of the related RSU award.

Effect of Death, Disability or Termination	Subject to the provisions described above and except as provided for in the RSU grant letter or as otherwise determined by the Board, or a committee designated by the Board:
	(a) in the event of the death of the Participant, all unvested RSUs credited to the Participant will vest on the date of death. The Common Shares represented by the RSUs held by the Participant shall be issued, or cash will be paid, as determined by the Board, or a committee designated by the Board, to or for the benefit of the Participant's estate as soon as practicable;
	(b) in the event of the disability of the Participant, all RSUs credited to the Participant which have not vested prior to the date on which the Participant is determined to be totally disabled will vest on the earlier of the 60th day following the date on which the Participant is determined to be totally disabled and the Participant's vesting date, and the Common Shares represented by RSUs held by the Participant shall be issued, or cash will be paid, as determined by the Board, or a committee designated by the Board, to or for the benefit of the Participant as soon as practicable;
	(c) if a participant shall cease to be employed by, or provide services to, the Corporation or an affiliate of the Corporation (and is not or does not continue to be a director or employee thereof) as a result of termination without cause, all unvested RSUs credited to the Participant shall vest on the date of termination, and the Common Shares represented by RSUs held by the Participant shall be issued, or cash will be paid, as determined by the Board, or a committee designated by the Board, to or for the benefit of the Participant as soon as practicable, in accordance with the Amended RSU Plan; and
	(d) if a participant shall (i) cease to be a director of the Corporation or an affiliate of the Corporation (and is not or does not continue to be an employee thereof) for any reason other than death or disability, or (ii) cease to be employed by, or provide services to, the Corporation or an affiliate of the Corporation (and is not or does not continue to be a director or employee thereof) for any reason other than death, disability or termination without cause, all RSUs held by such Participant shall be forfeited and cancelled as of the date of termination, and the Participant shall have no entitlement to receive any payment in respect of such forfeited RSUs, or any other amount in respect of such forfeited RSUs, by way of damages, payment in lieu or otherwise.
	All RSUs must expire within a reasonable period, not exceeding 12 months, following the date that a Participant ceases to be an eligible Participant under the Plan.
Change of Control	If there is a Change of Control, and if, at the time of the Change of Control the Participant is an Eligible Employee, and if, within 12 months of the Change of Control, the Corporation terminates the employment or services of such Participant without cause or if such Participant resigns in circumstances constituting constructive dismissal (each, an "Event of Termination"), then all RSUs outstanding that are held by such Participant shall immediately vest on the date of such Event of Termination notwithstanding the Participant's vesting date. If the Participant is not an Eligible Employee, then all RSUs outstanding that are held by such Participant shall immediately vest on the date of such Change of Control notwithstanding the Participant's vesting date.
Adjustments to Number of Common Shares	If there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment will be made to the number of Common Shares available under the Amended RSU Plan and the number of Common Shares subject to any RSUs. Adjustments to an RSU award, other than in connection with a security consolidation or security split, will be subject to the prior acceptance of the Exchange.
Amendments	The Amended RSU Plan sets out a list of amendments that may be made to the Amended RSU Plan with shareholder approval. Other amendments may be made without shareholder approval, but subject to the receipt the requisite regulatory approval, including, amendments of a "housekeeping" nature and amendments to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the Exchange.

Suspension or Termination	The Board, or a committee designated by the Board, may suspend or terminate the Amended RSU Plan, or any part of it, at any time without first obtaining shareholder approval and in its absolute
	discretion; provided that, without the consent of a Participant, such suspension or termination may not in any manner adversely affect the Participant's rights under any RSU granted under the Plan.

Shareholder Approval of the Amended RSU Plan

At the Meeting, shareholders of the Corporation will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "RSU Plan Resolution") confirming, ratifying and approving the Amended RSU Plan. The full text of the RSU Plan Resolution is set out in Schedule "B" attached hereto.

In order to be passed, the RSU Plan Resolution requires the approval of a majority of the votes cast thereon by shareholders of the Corporation present in person or represented by proxy at the Meeting. The directors of the Corporation unanimously recommend that shareholders vote in favour of the RSU Plan Resolution.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the RSU Plan Resolution, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be voted against the RSU Grant Resolution.

APPROVAL OF RSU GRANTS

Since the Board approved the Amended RSU Plan on November 10, 2022, the Corporation has granted an aggregate of 78,000 RSUs (collectively, the "RSU Grant") to an officer of the Corporation (the "RSU Recipient"), subject to approval of the Amended RSU Plan by shareholders and the Exchange. The following table sets forth the particulars of the RSU Grant.

Name	Position	Date of Grant	Number of RSUs	Vesting Schedule
Jason Jessup	CEO, Director	November 10, 2022	78,000	November 10, 2024: 78,000 RSUs

While the RSUs comprising the RSU Grant were granted and issued with the approval of the Board, such RSUs cannot vest until the shareholders of the Corporation have approved and ratified both the Amended RSU Plan and the RSU Grant. Since the RSUs were granted prior to the requisite shareholder approval for the Amended RSU Plan having been obtained, the policies of the Exchange require that the Corporation obtain disinterested shareholder approval for the RSU Grant. In the event that shareholders fail to approve either the RSU Plan Resolution or the RSU Grant Resolution (as defined below) at the Meeting, the RSUs comprising the RSU Grant will be cancelled for no consideration.

Shareholder Approval of RSU Grants

At the Meeting, the disinterested shareholders of the Corporation will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "RSU Grant Resolution") confirming and approving the grant of an aggregate of 78,000 RSUs pursuant to the Amended RSU Plan to the RSU Recipient, as outlined in the table above. The full text of the RSU Grant Resolution is set out in Schedule "C" attached hereto.

In order to be passed, the RSU Grant Resolution requires the approval of a majority of the votes cast thereon by shareholders of the Corporation present in person or represented by proxy at the Meeting, excluding the votes attaching to Common Shares beneficially owned by the RSU Recipient and his associates. In determining whether such approval has been obtained, the votes attaching to the approximately 10,410,884 Common Shares collectively held, directly or indirectly, by the RSU Recipient and his associates will be excluded. The directors of the Corporation unanimously recommend that shareholders vote in favour of the RSU Grant Resolution.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the RSU Grant Resolution, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be voted against the RSU Grant Resolution.

APPROVAL OF AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

In connection with the Corporation's acquisition of Lonmin Canada Inc. (the "Lonmin Acquisition"), the Corporation completed a non-brokered private placement offering of subscription receipts for aggregate gross proceeds of approximately \$20 million (the "Offering"). Pursuant to the Offering, Hawke's Point purchased 18,518,518 subscription receipts for aggregate gross proceeds of approximately \$5 million. Upon the automatic conversion of the subscription receipts upon the completion of the Lonmin Acquisition, Hawke's Point acquired 18,518,518 Common Shares representing approximately 11.5% of the outstanding Common Shares as of the Record Date. See "Voting Securities and Principal Holders Thereof" for further details.

In connection with Hawke's Point's subscription under the Offering, the Corporation and Hawke's Point entered into an investor rights agreement (the "IRA") dated November 4, 2022 pursuant to which Hawke's Point is entitled to certain customary investor rights, provided that Hawke's Point maintains certain ownership thresholds in Magna. Among other things, the IRA currently provides Hawke's Point with (i) the right to designate one director for appointment to the Board, (ii) the right to appoint a member to a technical steering committee formed by the Corporation, (iii) certain consultation rights, which include providing Hawke's Point with reasonable access to senior management, (iv) pre-emptive and topup rights in favour of Hawke's Point, and (v) a right of first offer in respect of any non-equity financing proposed to be undertaken by the Corporation.

In connection with the execution of the IRA, the Corporation and Hawke's Point agreed to seek the requisite shareholder approval pursuant to the policies of the Exchange to subsequently amend and restate the IRA (the "A&R IRA") to provide Hawke's Point with certain additional right to approve various corporate actions in respect of the Corporation (the "Approval Rights").

Pursuant to the policies of the Exchange, the grant of the Approval Rights to Hawke's Point may be deemed to provide Hawke's Point with the ability to affect materially the control of the Corporation. As a result, the Corporation must obtain disinterested shareholder approval of the A&R IRA as required by the policies of the Exchange.

If the IRA Resolution (as defined herein) is approved at the Meeting, the Corporation intends to amend and restate the IRA to provide for the Approval Rights by inserting, in its entirety, the text of Section 2.5 set forth below. All capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the IRA, a copy of which is available on SEDAR at www.sedar.com. If the IRA Resolution is not approved at the Meeting, the existing IRA will remain in full force and effect.

"Section 2.5 Right to Approve Certain Matters

The Corporation covenants and agrees with HP that, for so long as the HP Percentage is at least 10%, it will not, and will cause its Subsidiaries not to, except with HP's prior written consent:

(a) approve any annual operating budget, provided that HP's consent shall not be required if such budget is approved unanimously by each "independent director" (as such term is defined under Canadian Securities Laws) of the Corporation excluding the then incumbent HP Nominee (collectively, the "Non-HP INEDs");

• (b) incur any indebtedness (including by issuing debt securities), whether or not related to the Projects, in excess of \$2,000,000 prior to the date on which the Board approves the construction of the mine on any of the Projects, it being understood that such construction may not be approved unless and until a feasibility study (as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects) with respect the applicable Project has been delivered to the Corporation and filed in accordance with the Canadian Securities Laws, provided that HP's consent shall not be required if the incurrence of such indebtedness is approved unanimously by the Non-HP INEDs;
• (c) engage in any transaction with Persons not dealing at arm's length (as defined in the Income Tax Act (Canada)) with the Corporation, provided that HP's consent shall not be required (A) for any financing transactions involving Dundee Corporation as the only non-arm's length party at prices and on terms that are determined unanimously by the Non-HP INEDs, (B) any transactions with employees of the Corporation or its Subsidiaries with respect to the remuneration of such employees entered into in the ordinary course and consistent with past practice or (C) if such transaction is approved by the Shareholders;
• (d) enter into any streaming, metal prepay, royalty or similar arrangement with respect to any of the Projects prior to the Commercial Production Date with respect to such Project or Projects, as applicable, provided that HP's consent shall not be required if the entering into of such arrangement is approved unanimously by the Non-HP INEDs;
• (e) sell or otherwise dispose of or transfer, directly or indirectly (including by transferring any securities of the Corporation or any of its Subsidiaries), to any Person any of the Corporation's or its Subsidiaries' interest in the assets of any of the Projects representing more than 50% of such Project at a price or for consideration implying a valuation of the Corporation's then interest in the Projects corresponding to a price of less than \$0.54 per Common Share as determined in good faith by the Board and demonstrated to the satisfaction of HP, acting reasonably, provided that HP's consent shall not be required (A) for the transactions contemplated in the memorandum of understanding between the Corporation and Mitsui & Co., Ltd. announced by the Corporation on January 31, 2022, (B) if such sale, disposition or transfer is approved by the Shareholders by special resolution or (C) if the Board determines that the Corporation is insolvent or in serious financial hardship or difficulty; or
• (f) pay any amount to the holders of Common Shares or other securities of the Corporation by way of dividend, return of capital or otherwise, provided that HP's consent shall not be required if such dividend or distribution is approved unanimously by the Non-HP INEDs."

Shareholder Approval of A&R IRA

At the Meeting, the disinterested shareholders of the Corporation will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "IRA Resolution") confirming and approving the A&R IRA, as described above. The full text of the IRA Resolution is set out in Schedule "C" attached hereto.

In order to be passed, the IRA Resolution requires the approval of a majority of the votes cast thereon by shareholders of the Corporation present in person or represented by proxy at the Meeting, excluding the votes attaching to Common Shares beneficially owned by Hawke's Point and its associates or affiliates. In determining whether such approval has been obtained, the votes attaching to the approximately 18,518,518 Common Shares collectively held, directly or indirectly, by Hawke's Point and its associates and affiliates will be excluded. The directors of the Corporation unanimously recommend that shareholders vote in favour of the IRA Resolution.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the IRA Resolution, unless the shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be voted against the IRA Resolution.

OTHER BUSINESS

Management is not aware of any matter 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 form of proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

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

Other than as set forth herein, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or an executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, any person who is a proposed nominee for election as a director of the Corporation, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

Jason Jessup is an executive officer and director of the Corporation and an RSU Recipient and as such has an interest in the RSU Grant Resolution. The RSU Grant Resolution is subject to disinterested shareholder approval. See "Business of the Meeting – Approval of RSU Grants".

STATEMENT OF EXECUTIVE COMPENSATION

The purpose of this section is to describe the compensation of the "Named Executive Officers" of the Corporation and the directors of the Corporation in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers of the Canadian Securities Administrators. "Named Executive Officer" refers to each individual who, during any part of the most recently completed financial year, served as chief executive officer, each individual who, during any part of the most recently completed financial year, served as chief financial officer, and the most highly compensated executive officer, other than the chief executive officer and chief financial officer, at the end of the most recently completed financial year whose total compensation was more than \$150,000 for that financial year.

For the financial year ended December 31, 2022, the Named Executive Officers of the Corporation were:

• Jason Jessup, Chief Executive Officer and Director
• Derrick Weyrauch, Chief Financial Officer and Director
• Paul Fowler, Senior Vice President & Corporate Secretary

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

The following table sets forth information concerning all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each Named Executive Officer and director, in any capacity, other than stock options and other compensation securities, for each of the two most recently completed financial years.

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission(1) (\$)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Jason Jessup Chief Executive Officer and Director	2022 2021	162,500 156,250	10,000 -	- -	- -	- -	172,500 156,250
Derrick Weyrauch (2) Chief Financial Officer and Director	2022 2021	90,000 90,000	- -	- -	- -	- -	90,000 90,000
Paul Fowler Senior Vice President & Corporate Secretary	2022 2021	160,450 72,500	- 10,000	- -	- -	- -	160,450 82,500
Carl DeLuca Director	2022 2021	24,000 15,000	- -	- -	- -	- -	24,000 15,000
John Seaman Director	2022 2021	24,000 16,000	- -	- -	- -	- -	24,000 16,000
Vernon Baker Director	2022 2021	24,000 16,000	- -	- -	- -	-	24,000 16,000
Jonathan Goodman(3) Director	2022 2021	18,000 -	- -	- -	- -	- -	18,000 -

Notes:

(1) The compensation information provided in this table for the year ended December 31, 2021, reflects the aggregate compensation paid from May 4, 2021, being the effective date of the RTO Transaction, to December 31, 2022.

(2) Subsequent to the year ended December 31, 2022, Mr. Weyrauch resigned as the Chief Financial Officer of the Corporation effective as at May 1, 2023 and Ms. Ann-Marie Finney was appointed the Chief Financial Officer of the Corporation effective May 1, 2023.

(3) Jonathan Goodman was appointed as a director of the Corporation effective March 28, 2022. As such, the table only reflects the aggregate compensation paid from March 28, 2022 to December 31, 2022.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table sets forth certain information in respect of all compensation securities granted or issued to each Named Executive Officer and director by the Corporation or one of its subsidiaries in the financial year ended December 31, 2022, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

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, conversion 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
Jason Jessup(1) Chief Executive Officer and Director	Stock Options	850,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27
Derrick Weyrauch(2)(7) Chief Financial Officer and Director	Stock Options	300,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27
Paul Fowler Senior Vice President & Corporate Secretary	Stock Options	650,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27
Carl DeLuca(3) Director	Stock Options	100,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27
John Seaman(4) Director	Stock Options	100,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27
Vernon Baker(5) Director	Stock Options	100,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27
Jonathan Goodman(6) Director	Stock Options	100,000	10-Nov-22	0.47	0.485	0.89	10-Nov-27

Notes:

(1) As at December 31, 2022, Mr. Jessup held 1,415,625 Options, exercisable for 1,415,625 Common Shares.

(2) As at December 31, 2022, Mr. Weyrauch held 825,000 Options, exercisable for 825,000 Common Shares.

(3) As at December 31, 2022, Mr. Fowler held 1,162,500 Options, exercisable for 1,162,500 Common Shares.

(4) As at December 31, 2022, Mr. DeLuca, held 312,500 Options, exercisable for 312,500 Common Shares.

(5) As at December 31, 2022, Mr. Seaman held 312,500 Options, exercisable for 312,500 Common Shares.

(6) As at December 31, 2022, Mr. Baker held 800,000 Options, exercisable for 800,000 Common Shares.

(7) As at December 31, 2022, Mr. Goodman held 100,000 Options, exercisable for 100,000 Common Shares.

(8) Subsequent to the year ended December 31, 2022, Mr. Weyrauch resigned as the Chief Financial Officer of the Corporation effective as at May 1, 2023 and Ms. Ann-Marie Finney was appointed the Chief Financial Officer of the Corporation effective May 1, 2023.

Exercise of Compensation Securities by Named Executive Officers and Directors

The following table sets forth each exercise or vesting of compensation securities by the directors and Named Executive Officer of the Corporation during the year ended December 31, 2022.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise Price per security (\$)	Date of Exercise or Vesting	Closing price of security or underlying security on date of exercise (\$)	Difference between exercise price and closing price on date of exercise (\$)	Total value on exercise date (\$)
Jason Jessup Chief Executive Officer and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Derrick Weyrauch Chief Financial Officer and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Paul Fowler Senior Vice President & Corporate Secretary	Stock Options	162,500	0.34	17-Nov-22	0.51	0.17	27,625
Carl DeLuca Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
John Seaman Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Vernon Baker Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Jonathan Goodman Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) "Total value on exercise date" is equal to the "number of underlying securities exercised" multiplied by the "difference between exercise price and closing price on date of exercise".

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

The Corporation's equity compensation strategy includes equity participation by directors, officers, employees and consultants of the Corporation through its Stock Option Plan and the Amended RSU Plan. The purpose of the Stock Option Plan and the Amended RSU Plan is to attract, retain and motivate directors, officers, employees and consultants of the Corporation, and to advance the interests of the Corporation by affording such persons with the opportunity to acquire an equity interest in the Corporation through rights granted under the plans. The Corporation believes that equity participation promotes a greater alignment of interests between its directors, officers, employees and consultants with the interest of shareholders of the Corporation. See "Business of the Meeting – Approval of the Stock Option Plan" for a description of the Stock Option Plan.

The Corporation approved and adopted the Amended RSU Plan which amended and restated the existing RSU Plan to increase the fixed maximum number of Common Shares issuable, in the aggregate, under the Amended RSU Plan from 750,000 to 1,500,000. The Amended RSU Plan will allow the Corporation to have an appropriate amount of Common Shares available for the grant of future awards under the Amended RSU Plan, reflecting the increased importance of RSUs as long-term incentives in the Corporation's compensation program. The Amended RSU Plan is subject to the receipt of shareholder approval and acceptance by the Exchange. See "Business of the Meeting – Approval of the Amended RSU Plan" and "Business of the Meeting – Approval of RSU Grants" for a description of the Amended RSU Plan.

The total number of Common Shares reserved for issuance under the Stock Option Plan, together with Common Shares reserved for issuance pursuant to all other security based compensation arrangements of the Corporation, must not exceed 10% of the Common Shares of the Corporation issued and outstanding from time to time. Based on the number of the Common Shares outstanding as of the date of this Circular, the 10% maximum limit represents 16,163,714 Common Shares available for issuance. As of the date of this Circular, an aggregate of 6,115,625 Options were outstanding under the Stock Option Plan and an aggregate of 6,115,625 Common Shares were reserved for issuance upon the exercise of such Options (representing approximately 3.8% of the issued and outstanding Common Shares as of the date hereof). The Amended RSU Plan is a "fixed" plan that provides for a maximum of 1,500,000 Common Shares to be reserved for issuance thereunder. As of the date of this Circular, 828,000 RSUs have been granted to certain officers and employees of the Corporation under the Amended RSU Plan and an aggregate of 828,000 Common Shares were reserved for issuance upon the settlement of such RSUs (representing approximately 0.5% of the issued and outstanding Common Shares as of the date hereof). A total of 78,000 RSUs granted under the Amended RSU Plan remain subject to the approval of shareholders of the Amended RSU Plan and RSU Grant. See "Business of the Meeting – Approval of the Amended RSU Plan" and "Business of the Meeting – Approval of RSU Grants" for more information.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

The following is a description of the material terms of each agreement or arrangement under which compensation was provided during the financial year ended December 31, 2022, or is payable in respect of services provided to the Corporation or any of its subsidiaries that were performed by a Named Executive Officer and director.

Other than as disclosed below or elsewhere in this Circular, no services were provided to the Corporation during the most recently completed financial year by a director or Named Executive Officer, or any other party who provided services typically provided by a director or Named Executive Officer, pursuant to any employment, consulting or management agreement between the Corporation and any other party, and the Corporation has no agreement or arrangement with any director, Named Executive Officer or any other party with respect to any change of control of the Corporation or any severance, termination or constructive dismissal of any director, Named Executive Officer or any other party, or any incremental payments triggered by any such change of control, severance, termination or constructive dismissal.

Pursuant to each of the employment agreements described below with Messrs. Jessup and Fowler, a "Change of Control" means the occurrence of any one or more of the following event:

(a) any person or group of persons acting jointly or in concert within the meaning of the Securities Act (Ontario) (an "Acquiror"), other than through an offering of securities undertaken with the approval of the Board, acquires control or is deemed to acquire control (including, without limitation, the right to vote or direct the voting) of voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and associates (within the meaning of the Business Corporations Act (Ontario)) and affiliates of the Acquiror to cast or to direct the casting of more than 50% of the votes attached to all of the outstanding voting securities of the Corporation which may be cast to elect directors of the Corporation (regardless of whether a meeting has been called to elect directors);

• (b) the shareholders of the Corporation approve all resolutions required to permit any person or group of persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) to accomplish the result described in subparagraph (a) above, even if the securities have not yet been issued or transferred to, or acquired by, that person or group of persons;
• (c) the Corporation shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Corporation shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Corporation and the subsidiaries thereof as at the end of the most recently completed financial year of the Corporation or (B) which during the most recently completed financial year of the Corporation generated, or during the then current financial year of the Corporation are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and the subsidiaries thereof, to any person or group of persons (other than one or more subsidiaries of the Corporation), in which case the Change in Control shall be deemed to occur on the date of the transfer of the property of assets representing one dollar more than 50% of the consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;
• (d) the shareholders of the Corporation approve all resolutions required to permit any person or group of persons to accomplish the result described in subparagraph (c) above, even if the transfer has not been completed;
• (e) the members of the Board immediately prior to the occurrence of a contested election of directors of the Corporation cease to constitute a majority of the Board; or
• (f) the Board adopts a resolution to the effect that a Change of Control has occurred, or that such a Change of Control is imminent, in which case, the date of the Change of Control shall be deemed to be the date of such resolution.

Jason Jessup

Effective May 2021, the Corporation entered into an employment agreement with Jason Jessup as the Chief Executive Officer of the Corporation. Pursuant to the employment agreement, the Corporation currently pays Mr. Jessup an annual base salary of \$250,000 per annum, to be paid monthly in arrears in accordance with the usual compensation practices of the Corporation. In addition, Mr. Jessup is also entitled to receive an annual incentive bonus and to participate in the Corporation's security-based compensation plans, at the discretion of the Board and the Compensation Committee (as defined herein).

Termination

Mr. Jessup may resign from his employment at any time upon giving the Corporation at least three months of prior written notice thereof. If Mr. Jessup's employment ceases as a result of his resignation or death, Mr. Jessup shall have no entitlement to further compensation except for any accrued and unpaid base salary, vacation earned up to the date of resignation, or any other wages or other minimum entitlements under the Employment Standards Act, 2000 (collectively, the "Accrued Entitlements"). All of Mr. Jessup's benefits and any other allowances or perquisites shall immediately cease upon the effective date of resignation or death.

The Corporation may terminate the employment agreement for just cause at any time, without advance notice or compensation in lieu of notice except for providing Mr. Jessup with any Accrued Entitlements. All of Mr. Jessup's benefits and any other allowances or perquisites shall cease immediately upon termination of Mr. Jessup's employment for cause. In the event of Mr. Jessup's termination for just cause or resignation, Mr. Jessup shall only be eligible to exercise any awards granted under the Corporation's security-based compensation plans that vested on or prior to the effective date of termination and all awards that remain unvested as of such date of termination will be immediately cancelled.

The Corporation shall be entitled to terminate the employment agreement without just cause by providing Mr. Jessup with written notice of termination and/or pay in lieu of such notice equal to twenty-four months of Mr. Jessup's base salary then in effect. Following such date of termination, Mr. Jessup will be permitted to participate in the Corporation's group health plan for the duration of the statutory notice period under the Employment Standards Act, 2000, and, to the extent permitted by its carriers, the Corporation will continue to pay any premium contributions to any group benefits for the remainder of the termination period. In the event that the Corporation is not permitted by its carriers to continue any group benefit for the entire termination period, Mr. Jessup will be entitled to a lump sum payment equal to the cost of the benefit premiums that the Corporation would have paid for the duration of the termination period. Further, the Corporation will provide Mr. Jessup with any earned but unpaid annual incentive bonus awarded to Mr. Jessup during the fiscal year immediately preceding his termination and an amount that is equal to two times the average annual incentive bonus earned by Mr. Jessup over the two-year period immediately prior to Mr. Jessup's termination. Upon termination without just cause, any awards that have been previously granted to Mr. Jessup that have not vested shall immediately vest and be exercisable in accordance with the terms of the applicable security-based compensation plan and award agreement.

The total estimated incremental payments, payables and benefits to Mr. Jessup in the event of termination of his employment without just cause or upon a Change of Control, as if such event occurred on the last business day of the most recently completed financial year of the Corporation, is \$520,000. Such amount represents a lump sum in terms of salary and annual incentive bonus to which Mr. Jessup would be entitled in the event of termination without just cause or upon a Change of Control.

Change of Control

In the event of a Change of Control, and an involuntary termination of Mr. Jessup's services occurs within the twelve (12) month period immediately following such Change of Control, Mr. Jessup will be entitled to 100% of the entitlements to which Mr. Jessup would have been entitled upon a termination without just cause.

Paul Fowler

Effective October 2022, the Corporation entered into an employment agreement with Paul Fowler as Senior Vice President of the Corporation. Pursuant to the employment agreement, the Corporation currently pays Mr. Fowler an annual base salary of \$240,000 per annum, to be paid monthly in arrears in accordance with the usual compensation practices of the Corporation. In addition, Mr. Fowler is also entitled to receive an annual incentive bonus and to participate in the Corporation's security-based compensation plans, at the discretion of the Board and the Compensation Committee.

Termination

Mr. Fowler may resign from his employment at any time upon giving the Corporation at least three months of prior written notice thereof. If Mr. Fowler's employment ceases as a result of his resignation or death, Mr. Fowler shall have no entitlement to further compensation except for any Accrued Entitlements. All of Mr. Fowler's benefits and any other allowances or perquisites shall immediately cease upon the effective date of resignation or death.

The Corporation may terminate the employment agreement for just cause at any time, without advance notice or compensation in lieu of notice except for providing Mr. Fowler with any Accrued Entitlements. All of Mr. Fowler's benefits and any other allowances or perquisites shall cease immediately upon termination of Mr. Fowler's employment for cause. In the event of Mr. Fowler's termination for just cause or resignation, Mr. Fowler shall only be eligible to exercise any awards granted under the Corporation's security-based compensation plans that vested on or prior to the effective date of termination and all awards that remain unvested as of such date of termination will be immediately cancelled.

The Corporation shall be entitled to terminate the employment agreement without just cause by providing Mr. Fowler with written notice of termination and/or pay in lieu of such notice equal to twelve months of Mr. Fowler's base salary then in effect. Following such date of termination, Mr. Fowler will be permitted to participate in the Corporation's group health plan for the duration of the statutory notice period under the Employment Standards Act, 2000, and, to the extent permitted by its carriers, the Corporation will continue to pay any premium contributions to any group benefits for the remainder of the termination period. In the event that the Corporation is not permitted by its carriers to continue any group benefit for the entire termination period, Mr. Fowler will be entitled to a lump sum payment equal to the cost of the benefit premiums that the Corporation would have paid for the duration of the termination period. Further, the Corporation will provide Mr. Fowler with any earned but unpaid annual incentive bonus awarded to Mr. Fowler during the fiscal year immediately preceding his termination and an amount that is equal to two times the average annual incentive bonus earned by Mr. Fowler over the two-year period immediately prior to Mr. Fowler's termination. Upon termination without just cause, any awards that have been previously granted to Mr. Fowler that have not vested shall immediately vest and be exercisable in accordance with the terms of the applicable security-based compensation plan and award agreement.

The total estimated incremental payments, payables and benefits to Mr. Fowler in the event of termination of his employment without just cause or upon a Change of Control (as defined below), as if such event occurred on the last business day of the most recently completed financial year of the Corporation, is \$250,000. Such amount represents a lump sum in terms of salary and annual incentive bonus to which Mr. Fowler would be entitled in the event of termination without just cause or upon a Change of Control.

Change of Control

In the event of a Change of Control, and an involuntary termination of Mr. Fowler's services occurs within the twelve (12) month period immediately following such Change of Control, Mr. Fowler will be entitled to 100% of the entitlements to which Mr. Fowler would have been entitled upon a termination without just cause.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The Corporation has a compensation committee (the "Compensation Committee"), currently comprised of John Seaman (Chair), Carl DeLuca and Vernon Baker. Each of Messrs. Seaman, DeLuca and Baker are considered independent of the Corporation for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"). The members of the Compensation Committee each have the skills and experience necessary to make decisions on executive compensation and the Corporation's compensation policies and practices which have been derived through each member's experience and involvement in senior management positions for reporting issuers in the mineral exploration and development industry.

The Compensation Committee is responsible for overseeing the Corporation's remuneration policies and practices and determining the compensation of the Named Executive Officers and directors. Executive and director compensation decisions are made based on Compensation Committee recommendations and discussions of the Board with reference to the Compensation Committee charter (the "Compensation Committee Charter"). The role of the Compensation Committee is to assist the Board in setting director and senior officer compensation and to develop and submit recommendations to the Board with respect to other employee benefits that the Compensation Committee considers advisable.

The Compensation Committee's primary responsibilities, among other things, are to: review and make recommendations to the Board with respect to the compensation policies and practices of the Corporation; annually review and recommend to the Board for approval the remuneration of the senior officers and directors of the Corporation; review the goals and objectives of the Chief Executive Officer for the next financial year and provide an appraisal of the performance of the Chief Executive Officer following completion of each financial year; meet with the Chief Executive Officer on at least an annual basis to discuss goals and objectives for the other senior officers of the Corporation and their compensation and performance; annually compare the total remuneration (including benefits), and the main components thereof, of the senior officers of the Corporation with the remuneration of peers in the same industry; annually identify any risks associated with the compensation policies and practices of the Corporation that are reasonably likely to have a material adverse effect on the Corporation; and oversee the equity based compensation plans of the Corporation.

Each of the directors of the Corporation, other than directors who also serve as executive officers of the Corporation, currently receive a monthly retainer fee of \$2,000. In addition, directors are eligible to participate in the Corporation's Stock Option Plan and Amended RSU Plan. Directors' fees and compensation are reviewed periodically and may be changed from time to time at the discretion of the Board, after taking into account the recommendation of the Compensation Committee.

Executives of the Corporation currently receive compensation in the form of fixed compensation, short-term incentive compensation and long-term incentive compensation. The compensation granted to Named Executive Officers is reviewed annually by the Board, with recommendations from the Compensation Committee, and may be changed from time to time. The components of the Corporation's compensation program includes:

• Base Salary Fixed compensation in the form of base salary is designed to provide income certainty and represents the minimum compensation for services rendered. An executive base compensation depends on the scope of the Named Executive Officer's experience, role and responsibilities, performance, length of service, retention considerations, general industry trends, practices and market conditions, benchmarking and the Corporation's existing financial resources. The Compensation Committee considers available market data for companies in comparable industries and of a similar size, although a specific benchmark is not targeted and a formal peer group has not been established.
• Cash Bonus In addition to base salary, the Corporation may award executives with short term incentive awards in the form of an annual bonus. Annual bonuses are intended to provide short-term incentives to executives and to reward them for their yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance. The amount is not pre-established and is at the discretion of the directors of the Corporation. While there is no target amount for annual bonuses, other than as may be set out in an executive's employment or consulting agreement, the directors of the Corporation review similar factors as those discussed above in relation to base salary. For the year ended December 31, 2022, each of Jason Jessup and Paul Fowler received a cash bonus of \$10,000.
• Long-term incentive compensation Long term incentive compensation may be provided through the granting of Options under the Stock Option Plan or the Amended RSU Plan. The Corporation has no equity incentive plans other than the Stock Option Plan and the Amended RSU Plan. Grants of awards under the Stock Option Plan and the Amended RSU Plan are based on a number of factors, including the individuals' level of responsibility, achievements of goals, and contribution to the Corporation's goals and objectives. In granting long-term incentive compensation, the Compensation Committee and Board also considers, among other things, prior grants and the overall number of Options and RSUs that are outstanding relative to the number of outstanding Common Shares. Shareholders are being asked to approve the Stock Option Plan and the Amended RSU Plan. A description of the material terms of the Stock Option Plan and the Amended RSU Plan can be found under the heading "Business of the Meeting – Approval of the Stock Option Plan" and "Business of the Meeting – Approval of the Amended RSU Plan", respectively.

Named Executive Officers and directors are not prevented from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director.

PENSION DISCLOSURE

The Corporation does not provide a pension to any Named Executive Officer or director of the Corporation.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Corporation has directors' and officers' liability insurance for the benefit of the directors and officers of the Corporation, which provides coverage in the aggregate of \$5,000,000 in each policy year. The deductible amount on the policy is \$50,000 and the total annual premium for the policy year of May 2022 to May 2023 is \$18,500.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth, as of December 31, 2022, information concerning securities authorized for issuance under equity compensation plans of the Corporation.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and RSUs	Weighted-Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)
Equity compensation plans approved by securityholders	8,191,250 Options	\$0.38	5,671,983
	750,000 RSUs	–	Nil
Equity compensation plans not approved by securityholders	78,000 RSUs(2)	–	–
TOTAL	9,019,250	\$0.38	5,671,983

Notes:

(1) Calculated on an undiluted basis, based on 146,912,330 Common Shares issued and outstanding as of December 31, 2022.

(2) As of the date of this Circular, 828,000 RSUs have been issued to certain officers and employees of the Corporation under the Amended RSU Plan, of which 78,000 RSUs are subject to the approval of disinterested shareholders at the Meeting. As described above, the Board approved the Amended RSU Plan to provide for the increase to the fixed maximum number of Common Shares issuable under the Amended RSU Plan from 750,000 to 1,500,000.

For more details about the Stock Option Plan and the Amended RSU Plan, see "Business of the Meeting – Approval of the Stock Option Plan" and "Business of the Meeting – Approval of the Amended RSU Plan", respectively.

AUDIT COMMITTEE DISCLOSURE

AUDIT COMMITTEE

The Audit Committee's primary function is to assist the Board in fulfilling its financial oversight responsibilities to shareholders and to serve as an independent and objective liaison between the Board, management and the external auditor.

AUDIT COMMITTEE CHARTER

The text of the Audit Committee Charter is attached as Schedule "G" to this Circular.

COMPOSITION, EDUCATION AND EXPERIENCE

The current members of the Audit Committee are John Seaman (Chair), Vernon Baker and Carl DeLuca, each of whom is independent of the Corporation. All of the members of the Audit Committee are considered financially literate for the purposes of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators ("NI 52-110").

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

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

Audit Committee Member	Relevant Education and Experience
John Seaman	Mr. Seaman is currently President and Chief Executive Officer of a private security company. He also sits on the board of directors of i-80 Gold Corp., Wolfden Resources Corporation and Norseman Silver Inc. Mr. Seaman is an accomplished executive with more than 22 years of experience in the mining industry, from exploration through development and production. He served as Chief Financial Officer of Premier Gold Mines Limited, Pediment Gold Corp. and Wolfden Resources Inc. Additionally, Mr. Seaman has been a director and/or officer of various public companies. Mr. Seaman holds a Bachelor of Science in Mathematics from Lakehead University (Thunder Bay).
Vernon Baker	Mr. Baker is currently Chief Executive Officer of Jaguar Mining Inc. He has over 30 years of experience in the mining sector and has extensive management and operations expertise at globally focused mid tier and senior mining companies. Most recently, he was General Manager at Newmont Corporation's Cerro Negro Mine in Argentina. Previously, Mr. Baker held management and senior leadership roles with various mining companies, including President of Duluth Metals Limited, Vice-President of Operations at FNX Mining Inc., General Manager of Barrick Goldstrike Mines Inc. and General Manager of Hemlo Operations, a joint venture of Teck Cominco Ltd. and Barrick Gold Corporation. Mr. Baker has a Bachelor

Audit Committee Member	Relevant Education and Experience
	of Science in Mining Engineering from the University of Nevada and completed his Master of Business Administration at the University of Stanford.
Carl DeLuca	Mr. DeLuca is currently serving as General Counsel and Corporate Secretary of Li-Cycle Holdings Corp., a position he has held since March 2021. Previously, Mr. DeLuca was the Chief Legal Counsel for Detour Gold Corporation until its acquisition by Kirkland Lake Gold Ltd. in January 2020. He has more than 13 years of experience with Vale Canada Limited (formerly Inco Limited) in various roles including Head of Legal, Corporate and Assistant Secretary. Mr. DeLuca is experienced in significant business transactions, including complex mergers and acquisitions, joint ventures and financing of projects. Mr. DeLuca holds a Bachelor of Arts in History and French from the University of Western Ontario and completed his Bachelor of Laws (LL.B.) at the University of Windsor.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation'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 most recently completed financial year of the Corporation has the Corporation relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-Audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), 6.1.1(6) (Death, Incapacity or Resignation), or an exemption from the application of NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is authorized by the Board to review the performance of the Corporation's external auditors and approve in advance the provision of non-audit services and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Corporation. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chair of the Audit Committee deems is necessary, and the Chair will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee's consideration, and, if thought fit, approval in writing.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees billed by the external auditor of the Corporation during the periods ending December 31, 2022, and December 31, 2021, are as follows:

Year Ending	Audit Fees (1)	Audit-Related Fees (2)	Tax Fees (3)	All Other Fees (4)
December 31, 2022	\$35,944	–	\$3,700	–
December 31, 2021(5)	\$35,000	\$4,000	–	–

Notes:

(1) "Audit Fees" refers to the aggregate fees billed for audit services.

• (2) "Audit Related Fees" refers to the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under "Audit Fees".
• (3) "Tax Fees" refers to the aggregate fees billed for professional services for tax compliance, tax advice and tax planning.
• (4) "All Other Fees" refers to the aggregate fees billed for products and services, other than the services reported under Audit Fees, Audit Related Fees and Tax Fees.
• (5) The year ending December 31, 2021, consists of the period from May 4, 2021, being the closing date of the RTO Transaction, to December 31, 2021.

EXEMPTION

Pursuant to section 6.1 of NI 52-110, the Corporation is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 by virtue of it being a venture issuer.

CORPORATE GOVERNANCE DISCLOSURE

BOARD OF DIRECTORS

The Corporation currently has six directors, a majority of whom are considered independent. Messrs. Baker, DeLuca, Goodman and Seaman are considered to be independent of the Corporation for the purposes of NI 58-101. Messrs. Jessup and Weyrauch are executive officers of the Corporation, and, accordingly, they are not considered to be independent of the Corporation for the purposes of NI 58-101. Following the Meeting, it is expected that five of the seven directors (namely, Messrs. Baker, DeLuca, Goodman and Seaman) will be considered to be independent of the Corporation for the purposes of NI 58-101 (assuming the election of the nominees).

The Board facilitates its exercise of independent supervision over management by causing the independent directors to take a lead role in ensuring that the Corporation is acting in its best interests. Further, the non-independent directors defer to the judgment of the independent directors with respect to matters pertaining to corporate governance. The independent directors of the Corporation meet on an informal basis without members of management present in order to discuss the business of the Corporation, as and when they determine may be necessary.

DIRECTORSHIPS

The following directors of the Corporation are presently directors of the following other reporting issuers (or the equivalent in a foreign jurisdiction):

Name of Director	Other Reporting Issuers
Derrick Weyrauch	Nortec Minerals Corp. (TSXV) Palladium One Mining Inc. (TSXV) Cabral Gold Inc. (TSXV)
John Seaman	Norseman Silver Inc. (TSXV) Wolfden Resources Corporation (TSXV) i-80 Gold Corp. (TSX)
Jonathan Goodman	Dundee Corporation (TSX) Atico Mining Corporation (TSXV)

Name of Director	Other Reporting Issuers
Vernon Baker	Jaguar Mining Inc. (TSX)

ORIENTATION AND CONTINUING EDUCATION

The Corporation currently does not have formal orientation or continuing education programs for its directors. As each director has a different skillset and particular background, orientation and continuing education activities are tailored to the particular needs and experience of each director.

Each new director appointed to the Board is given the opportunity to become familiar with the Corporation by meeting with the other directors and management, and receives orientation, commensurate with his or her previous experience, on the business, assets and industry of the Corporation, as well as on the responsibilities of directors. From time to time, meetings of the Board may include presentations by management and employees of the Corporation to give the directors additional insight into the Corporation's business. The Corporation encourages its directors to communicate with the Corporation's management, auditors and technical consultants on a regular basis, to keep themselves current with industry trends and developments and to attend industry-related seminars to facilitate continuous improvement and education. In addition, the Board is also responsible for providing continuing education opportunities to existing directors so that individual directors can maintain and enhance their abilities and ensure that their knowledge of the business of the Corporation remains current.

ETHICAL BUSINESS CONDUCT

The Board has adopted a written code of business conduct and ethics for its directors, officers, employees and contractors. The Board is responsible for monitoring compliance with the code. The directors of the Corporation will take appropriate measures to exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer may have a material interest. Where appropriate, directors will abstain from portions of the Board or committee meetings to allow independent discussion of points in issue. A person may obtain a copy of the code of business conduct and ethics by contacting the Chief Executive Officer of the Corporation in writing.

The Corporation is committed to providing a healthy and safe workplace in compliance with applicable laws, rules and regulations. The Corporation is committed to fostering a work environment in which all individuals are treated with respect and dignity. The Corporation is an equal opportunity employer and does not discriminate against employees, officers, directors or potential employees, officers or directors on the basis of race, ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual orientation, age, marital status, family status or disability or any other category protected by Canadian federal or provincial laws and regulations, or any laws or regulations applicable in the jurisdiction where such employees, officers or directors are located.

NOMINATION OF DIRECTORS

The Corporation uses an informal consultative process to identify candidates for nomination to the Board. The Board seeks to achieve a balance of knowledge, experience and capability among the members of the Board. When presenting shareholders with a slate of nominees for election, the Board considers the following:

• the competencies and skills necessary for the Board as a whole to possess;

• the competencies and skills necessary for each individual director to possess;

• competencies and skills which each new nominee to the Board is expected to bring; and

• whether the proposed nominees to the Board will be able to devote sufficient time and resources to the Corporation.

Additionally, the Board will consider its size 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 duties of the Board effectively and to maintain a diversity of views and experience. The Corporation seeks to attract and maintain directors that have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, shown support for the Corporation's mission and strategic objectives and a willingness to serve.

If vacancies are anticipated, or otherwise arise, or the size of the Board is expanded, the Board will consider various potential candidates for director. Candidates may come to the attention of the Board through current directors or management, shareholders or other persons. These candidates will be evaluated at a regular or special meeting of the Board, and may be considered at any point during the year.

COMPENSATION

The Compensation Committee is comprised of John Seaman, Carl DeLuca and Vernon Baker. John Seaman is the Chair of the Compensation Committee.

The Compensation Committee oversees the remuneration policies and practices of the Corporation and assists the Board in fixing compensation levels for the Corporation's directors and executive officers. In doing so, the Compensation Committee considers such factors as comparable compensation within the industry and time required to perform the associated duties and responsibilities.

See the discussion under the heading "Statement of Executive Compensation" for further information on compensation made to certain executives and to directors of the Corporation.

OTHER BOARD COMMITTEES

The Corporation has established two committees, presently being: (i) the Audit Committee, comprised of Vernon Baker, Carl DeLuca and John Seaman, and (ii) the Compensation Committee, comprised of Vernon Baker, Carl DeLuca and John Seaman. All decisions of the Board are made at meetings of the directors or by consent resolutions.

ASSESSMENTS

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. Effectiveness of the Board and committees is subjectively measured by comparing actual corporate results with stated objectives. Additionally, the contributions of an individual director is informally monitored by the other members of the Board, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

DISCLOSURE RELATING TO DIVERSITY

The purpose of this section is to provide certain disclosure relating to diversity in accordance with section 172.1(1) of the Canada Business Corporations Act. In this section, "designated groups" means women, Aboriginal peoples, persons with disabilities and members of visible minorities, and "members of senior management" means a chair and vice-chair of the Board, a president of the Corporation, a chief executive officer of the Corporation, a chief financial officer of the Corporation, a vice-president in charge of a principal business unit, division or function of the Corporation, including sales, finance or production, and an individual who performs a policy-making function in respect of the Corporation.

DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL

The Corporation has not adopted term limits for the directors on its Board or other mechanisms of board renewal as it believes that arbitrary age or term limits often prevent or restrict the continued service on the Board of the most experienced and valuable directors who will have acquired an institutional knowledge of the Corporation from such years of service. The imposition of inflexible age or term limits may not necessarily correlate with returns or benefits for stakeholders. Rather, the Board maintains a flexible approach to director succession whereby it considers the addition of potential director candidates in conjunction with its assessments of current directors and the Board as a whole. The contributions of an individual director is informally monitored by the other directors, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board. The Board believes that the above approach allows the Corporation to maintain an effective director succession process.

POLICY RELATING TO THE IDENTIFICATION AND NOMINATION OF MEMBERS OF DESIGNATED GROUPS FOR DIRECTORS

The Corporation has not adopted a written policy relating to the identification and nomination of members of designated groups for directors. The directors of the Corporation have diverse backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit materially from such a broad range of talent and experience. As the need for new directors arises, the Board assesses candidates on the basis of knowledge, industry experience, financial literacy, professional ethics and business acumen. While the Board recognizes the potential benefits from new perspectives that could manifest through greater diversity and recognizes that diversity can enhance culture and create value for the Corporation and its stakeholders, the Corporation has not formally adopted a written diversity policy.

CONSIDERATION OF THE REPRESENTATION OF DESIGNATED GROUPS IN DIRECTOR IDENTIFICATION AND NOMINATION PROCESS

The Board considers the level of the representation of designated groups on the Board as one of the factors in identifying and nominating candidates for election or re-election to the Board, by attempting to identify the most diverse and inclusive pool of available candidates. The Board takes into consideration diversity as one of the many factors to maintain an appropriate mix and balance of diversity, attributes, skills and experience. The other factors that the Board considers are: the competencies and skills necessary for the Board, as a whole, to possess; the competencies and skills necessary for each individual director to possess; the competencies and skills which each new nominee to the Board is expected to bring; whether each proposed nominee to the Board will be able to devote sufficient time and resources to the Corporation; the independence of the proposed nominee; and the understanding by the proposed nominee of the nature of the business and operations of the Corporation. Ultimately, director nominations are based on merit measured against objective criteria, having due regard to the benefits of diversity in board composition, with the goal of maximizing the effectiveness of corporate decision-making and fulfilling the best interests of stakeholders.

CONSIDERATION OF THE REPRESENTATION OF DESIGNATED GROUPS IN SENIOR MANAGEMENT APPOINTMENTS

The Board considers the level of representation of designated groups as one of the factors when appointing members of senior management, by attempting to identify the most diverse and inclusive pool of available candidates. The Board also considers the skills and experience necessary for the position, as well as each individual candidate's competence, qualification, experience and performance regardless of gender, age, ethnic origin or other aspects of diversity when appointing members of senior management. The Corporation is also committed to advancing members of designated groups into leadership roles in the Corporation through mentoring, continuing educational development and succession planning processes.

TARGETS REGARDING THE REPRESENTATION OF MEMBERS OF DESIGNATED GROUPS ON THE BOARD

The Corporation has not adopted a target number or percentage, or a range of target numbers or percentages, for members of each designated groups to hold positions on the Board by a specific date, as it does not believe a target regarding the representation of designated groups on the Board would automatically result in the identification or selection of the most appropriate candidates for the Corporation's specialized business and its current stage of operations. Diversity is one of the factors that the Board considers in identifying and nominating candidates for election or reelection to the Board. The other factors that the Board considers are: the competencies and skills necessary for the Board, as a whole, to possess; the competencies and skills necessary for each individual director to possess; the competencies and skills which each new nominee to the Board is expected to bring; whether each proposed nominee to the Board will be able to devote sufficient time and resources to the Corporation; the independence of the proposed nominee; and the understanding by the proposed nominee of the nature of the business and operations of the Corporation. The Board believes that all of these factors are relevant to ensure high functioning directors and that establishing targets based upon only one of these factors may disqualify desirable director candidates. Further, the Board believes that the nomination of directors should be made on the merits of individuals and that the adoption of a target could interfere with the application of this approach. Merit is considered by the Board against objective criteria, while having due regard to the benefits of diversity and to the needs of the Corporation. The Corporation is committed to providing an environment in which all employees and directors are treated with fairness and respect, and have equal access to opportunities for advancement based on skills and aptitude.

TARGETS REGARDING THE REPRESENTATION OF MEMBERS OF DESIGNATED GROUPS IN SENIOR MANAGEMENT

The Corporation has not adopted a target number or percentage, or a range of target numbers or percentages, for members of each designated groups to be members of senior management by a specific date, as it does not believe a target regarding the representation of designated groups as members of senior management would automatically result in the identification or selection of the most appropriate candidates for the Corporation's specialized business and its current stage of operations. Diversity is one of the factors that the Corporation considers when appointing members of senior management. The Corporation also considers the skills and experience necessary for the position, as well as each individual candidate's competence, qualification, experience and performance regardless of gender, age, ethnic origin or other aspects of diversity when appointing members of senior management. The Corporation believes all of these factors are relevant to ensure high functioning members of senior management and that establishing targets based upon only one of these factors may disqualify desirable senior management candidates. Further, the Corporation believes that appointments of members of senior management should be made, and should be perceived as being made, on the merits of individuals and that the adoption of a target could interfere with the application of this approach. Merit is considered by the Corporation against objective criteria, while having due regard to the benefits of diversity and to the needs of the Corporation. The Corporation is committed to providing an environment in which all employees and directors are treated with fairness and respect, and have equal access to opportunities for advancement based on skills and aptitude.

The Corporation currently has 25% representation of women in senior management. In 2023, the Corporation increased the representation of designated groups in senior management by appointing Ann-Marie Finney as the Chief Financial Officer of the Corporation. The Corporation will continue its efforts to identify and recruit additional members of each designated group.

CURRENT REPRESENTATION OF MEMBERS OF DESIGNATED GROUPS ON THE BOARD

Women: 0/6 (0%)

Aboriginal peoples: 0/6 (0%)

Persons with disabilities: 0/6 (0%)

Members of visible minorities: 0/6 (0%)

CURRENT REPRESENTATION OF MEMBERS OF DESIGNATED GROUPS IN SENIOR MANAGEMENT

Women: 1/4 (25%)

Aboriginal peoples: 0/4 (0%)

Persons with disabilities: 0/4 (0%)

Members of visible minorities: 0/4 (0%)

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, no person proposed to be nominated for election as a director of the Corporation, nor any associate of any such director, executive officer or proposed nominee, is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or indebted to another entity, where such indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, pursuant to a security purchase program of the Corporation or otherwise.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no informed person (as that term is defined in NI 51-102) of the Corporation, no person proposed to be nominated for election as a director of the Corporation, nor any associate or affiliate of any of them, has or has had any material interest, direct or indirect, in any transaction since January 1, 2022, or in any proposed transaction which has materially affected or is reasonably expected to materially affect the Corporation or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com. Further financial information is provided in the comparative annual financial statements and the management's discussion and analysis of the Corporation for its most recently completed financial year ended December 31, 2022, which have been filed on SEDAR. Shareholders may also obtain these documents, without charge, upon request to the Corporate Secretary of the Corporation or on the Corporation's website at www.magnamining.com.

APPROVAL

The contents of this Circular, and the sending thereof to the shareholders of the Corporation, have been approved by the directors of the Corporation.

DATED at Toronto, Ontario this 11th day of May, 2023.

BY ORDER OF THE BOARD

(signed) "Jason Jessup"

Chief Executive Officer

SCHEDULE "A"

STOCK OPTION PLAN RESOLUTION

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

• 1. the stock option plan of Magna Mining Inc. (the "Corporation") attached as Schedule "E" to the management information circular of the Corporation dated May 11, 2023 (the "Stock Option Plan") be, and the same hereby is, ratified, confirmed and approved as the stock option plan of the Corporation;
• 1. the directors of the Corporation be, and they hereby are, authorized and empowered to make such amendments to the Stock Option Plan as the directors shall consider necessary or desirable in order to satisfy the requirements or requests of any regulatory authority or stock exchange, including, without limitation, the TSX Venture Exchange, without further notice to, or approval of, the shareholders of the Corporation;
• 1. any officer or director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such agreements, instruments, certificates, undertakings and other documents, and to do or to cause to be done all such other acts and things, as any one of them shall consider necessary or desirable to give effect to the intent of this resolution."

SCHEDULE "B"

RSU PLAN RESOLUTION

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

• 1. the amended and restated restricted share unit plan of Magna Mining Inc. (the "Corporation") attached as Schedule "F" to the management information circular of the Corporation dated May 11, 2023 (the "RSU Plan") be, and the same hereby is, ratified, confirmed and approved as the restricted share unit plan of the Corporation, subject to acceptance of the TSX Venture Exchange;
• 1. the directors of the Corporation be, and they hereby are, authorized and empowered to make such further amendments to the RSU Plan as the directors shall consider necessary or desirable in order to satisfy the requirements or requests of any regulatory authority or stock exchange, including, without limitation, the TSX Venture Exchange, without further notice to, or approval of, the shareholders of the Corporation;
• 1. notwithstanding that these resolutions have been duly passed, the directors of the Corporation be, and they hereby are, authorized and empowered to revoke this resolution and not proceed with the adoption of the RSU Plan, without further notice to, or approval of, the shareholders of the Corporation; and
• 1. any officer or director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such agreements, instruments, certificates, undertakings and other documents, and to do or to cause to be done all such other acts and things, as any one of them shall consider necessary or desirable to give effect to the intent of this resolution."

SCHEDULE "C"

IRA RESOLUTION

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF DISINTERESTED SHAREHOLDERS THAT:

• 1. the proposed amendment and restatement of the existing investor rights agreement dated November 4, 2022, between the Corporation and Hawke's Point Holdings II Ltd. (the "A&R IRA"), as further described in the management information circular of the Corporation dated May 11, 2023, be, and the same hereby is authorized and approved;
• 1. the directors of the Corporation be, and they hereby are, authorized and empowered to make such further amendments to the A&R IRA as the directors shall consider necessary or desirable in order to satisfy the requirements or requests of any regulatory authority or stock exchange, including, without limitation, the TSX Venture Exchange, without further notice to, or approval of, the shareholders of the Corporation;
• 1. notwithstanding that these resolutions have been duly passed, the directors of the Corporation be, and they hereby are, authorized and empowered to revoke this resolution and not proceed with the adoption of the A&R IRA, without further notice to, or approval of, the shareholders of the Corporation; a
• 1. any officer or director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such agreements, instruments, certificates, undertakings and other documents, and to do or to cause to be done all such other acts and things, as any one of them shall consider necessary or desirable to give effect to the intent of this resolution."

SCHEDULE "D"

RSU GRANT RESOLUTION

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF DISINTERESTED SHAREHOLDERS THAT:

• 1. the grant of an aggregate of 78,000 restricted share units to Mr. Jason Jessup, Chief Executive Officer and a director of Magna Mining Inc. (the "Corporation"), as further described in the management information circular of the Corporation dated May 11, 2023, be, and the same hereby is, ratified, confirmed and approved; and
• 1. any officer or director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such agreements, instruments, certificates, undertakings and other documents, and to do or to cause to be done all such other acts and things, as any one of them shall consider necessary or desirable to give effect to the intent of this resolution."

SCHEDULE "E"

STOCK OPTION PLAN

1. Purpose

The purpose of this stock option plan (the "Plan") is to add incentive and to provide consideration for effective services of bona fide officers, directors, employees, management company employees and consultants of Magna Mining Inc. (the "Corporation"). Stock options granted under the Plan are not in lieu of salary or any other compensation for services. In the event of the continuance of the Corporation, the Plan will bind the Corporation's successor.

2. Administration

The Plan shall be administered by the board of directors of the Corporation (the "Board"). All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by the compensation committee of the Board or such other committee as the Board may determine.

3. Definitions

In this Plan, capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"), and in particular, in policies 1.1, 2.4 and 4.4 of such Corporate Finance Manual.

4. Granting Options

The Board may from time to time designate bona fide officers, directors, employees, management company employees and consultants (collectively, "Optionees") of the Corporation (or in each case, their wholly owned personal holding companies), to whom options to purchase shares of the Corporation may be granted, and the number of shares to be optioned to each, provided that the total number of shares to be optioned shall not exceed the limits prescribed in paragraph 5. All options granted shall be subject to the terms of this Plan and a copy of the Plan shall be given, upon request, to each Optionee.

5. Shares Subject to Plan

The shares to be optioned under the Plan will be authorized but unissued common shares without nominal or par value in the share capital of the Corporation. The aggregate number of shares made available for issuance in respect of options granted under the Plan, together with the aggregate number of shares that are available for issuance under any and all of the Corporation's other Security Based Compensation Plans, must not exceed 10% of the issued and outstanding common shares of the Corporation on a non-diluted basis at any point in time. Shares in respect of which options have not been exercised and are no longer subject to being purchased pursuant to the terms of any options shall be available for further options under the Plan. Upon the granting of options hereunder, the Corporation shall execute in favour of the grantee, a stock option agreement (the "Option Agreement") setting forth the particulars of the option grant.

The Plan provides the following limitations on option grants:

a. the aggregate number of shares of the Corporation that may be issued to any one person, in any 12 month period, pursuant to the Plan and any other security-based compensation arrangements of the Corporation, must not exceed 5% of the issued and outstanding shares, calculated on the date of grant, unless disinterested shareholder approval has been obtained;

• b. the aggregate number of shares of the Corporation that may be issued to any one Consultant, in any 12 month period, pursuant to the Plan and any other security-based compensation arrangements of the Corporation, must not exceed 2% of the issued and outstanding shares, calculated on the date of grant, unless disinterested shareholder approval has been obtained;
• c. the aggregate number of shares of the Corporation that may be issued to Insiders (as a group), at any point in time, pursuant to the Plan and any other security-based compensation arrangements of the Corporation, must not exceed 10% of the issued and outstanding shares, calculated on the date of grant, unless disinterested shareholder approval has been obtained;
• d. the aggregate number of shares of the Corporation that may be issued to Insiders (as a group), in any 12 month period, pursuant to the Plan and any other security-based compensation arrangements of the Corporation, must not exceed 10% of the issued and outstanding shares, calculated on the date of grant, unless disinterested shareholder approval has been obtained;
• e. the aggregate number of shares of the Corporation that are issuable pursuant to all options granted to Investor Relations Service Providers (as a group), in any 12 month period, pursuant to the Plan must not exceed 2% of the issued and outstanding shares, calculated as at the date any option is granted to any such Investor Relations Service Provider;
• f. the options granted to any Investor Relations Service Provider must vest in stages over a period of not less than 12 months, such that:
• no more than 1/4 of the options vest no sooner than three months after the grant of options
• no more than 1/4 of the options vest no sooner than six months after the grant of options
• no more than 1/4 of the options vest no sooner than nine months after the grant of options
• no more than 1/4 of the options vest no sooner than one year after the options grant of options

6. Option Price

The option price on shares that are the subject of any option shall be fixed by the Board when such option is granted, provided that such price shall not be less than the Discounted Market Price of the shares of the Corporation, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the TSXV rules and policies.

In the event that the Corporation proposes to reduce the Exercise Price of the options granted to an Optionee who is an Insider of the Corporation, or to extend the term of such Options, the proposed amendment shall not be effected until disinterested shareholder approval has been obtained in respect thereof.

Notwithstanding the foregoing, if the Optionee's position with the Corporation is terminated for cause, or if the Optionee violates the terms of their Option Agreement(s) or any agreement he/she may have with the Corporation, all options granted to the Optionee pursuant to the Plan shall become null and void immediately without penalty to the Corporation.

7. Terms Restricting Exercise of Options

The terms of each Option Agreement are limited by the following:

• a. The period during which any option may be exercised shall be determined by the Board when the option is granted, provided that the term shall be no more than 10 years from the date of the granting of the option and all options shall be subject to earlier termination as provided in subparagraph b hereof;
• b. upon the death of the Optionee, the Option shall terminate on the date determined by the Board, which date shall not be later than the earlier of the expiry date of the Option and one year from the date of death;
• c. if the Optionee ceases to be a Director or Officer of, be in the employ of, or be providing ongoing management or consulting services to the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of a period not in excess of 90 days prescribed by the Board at the time of the grant, following the date that the Optionee ceases to be a Director, Officer or Employee of the Corporation, or ceases to provide ongoing management or consulting services to the Corporation, as the case may be;
• d. if the Optionee ceases to be employed to provide Investor Relations Activities on behalf of the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period not in excess of 30 days prescribed by the Board at the time of the grant, following the date that the Optionee ceases to be employed to provide Investor Relations Activities; and
• e. except as provided in subparagraph b hereof, the option shall not be transferable nor assignable by the Optionee otherwise than by will or the law of intestacy and the said option may be exercised, during his or her lifetime, only by the Optionee;

provided that the number of shares of the Corporation that the Optionee (or his or her heirs or successors) shall be entitled to purchase until the applicable termination date shall be the number of Common Shares which the Optionee was entitled to purchase on the date of death or the date the Optionee ceased to be an Officer, Director or Employee of, or ceased providing ongoing management or consulting services to, the Corporation, as the case may be.

8. Regulatory Restrictions

The exercise by the Optionee of his rights hereunder and the consequent obligation of the Corporation to issue and deliver its shares pursuant to such exercise is subject to the approval of the Plan by: (a) the stock exchange(s) on which the Corporation's shares are listed; (b) the Board; and (c) the shareholders of the Corporation.

9. Share Capital Re-adjustments

Appropriate adjustments in the number of shares optioned, in the aggregate number of shares reserved for issue pursuant to options and in the option price per share, as regards options granted or to be granted, will be made by the Board to give effect to adjustments in the number of shares of the Corporation resulting subsequent to the approval of the Plan as provided in paragraph 9 hereof from subdivisions, consolidations, reclassification of the shares of the Corporation, the payment of stock dividends and any merger, amalgamation or reorganization to which the Corporation is a party. Without limiting the generality of the foregoing, the Corporation will make adjustments to any options granted hereunder as follows:

• a. If a dividend in shares of the Corporation is paid on the common shares of the Corporation, there shall be added to the common shares subject to any option the number of shares which would have been issuable to the Optionee had he then been the holder of record of the number of common shares then remaining under the option. In such event, the option price per share shall be reduced proportionately.
• b. If the common shares of the Corporation shall be subdivided into a greater number of shares or consolidated into a lesser number of shares or changed into the same or a different number of shares with par value, the number of shares which may thereafter be acquired under any option shall be the number of shares which would have been received by the Optionee on such subdivision, consolidation, or change had the Optionee then been

the holder of record of the number of common shares then remaining under the option. In such event, the option price per share shall be decreased or increased proportionately.

• c. If there is any capital reorganization or reclassification of the share capital of the Corporation, or any consolidation or merger or amalgamation of the Corporation with any other corporation or corporations, adequate provisions shall be made by the Corporation so that there shall be substituted under any option the shares or securities which would have been issuable or payable to the Optionee had he then been the holder of record of the number of common shares then remaining under the option.
• d. If the Corporation at any time during the term of any option offers for sale to holders of its share capital common shares of its share capital or of other classes of shares or of other securities of the Corporation or in connection with any transaction shall acquire or shall cause to be issued rights to acquire shares or other securities of another corporation to or for the benefit of holders of share capital of the Corporation, the Corporation will give notice to the Optionee of rights which are thus to be acquired or issued to or for the benefit of the holders of record of shares of the Corporation in sufficient time to permit the Optionee to exercise the option to the fullest extent possible, if the Optionee should wish to do so, and to permit the Optionee to participate in such rights as a holder of record of share capital of the Corporation.
• e. Any shares or securities added to or substituted for the shares under any option shall be subject to adjustment in the same manner and to the same extent as the common shares originally covered by such option.
• f. No fractional shares shall be issued upon the exercise of any option. If, as a result of any adjustment under this paragraph, the Optionee would become entitled to a fractional share, he shall have the right to acquire only the adjusted number of full shares and no payment or other adjustment will be made with respect to the fractional shares so disregarded.
• g. For greater certainty, any adjustment to options granted hereunder, other than in connection with a security consolidation or security split, must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

10. Exercise

• a. Subject to the provisions of the Plan, an option may be exercised in whole or in part by the payment to the Corporation in cash or certified cheque of the full purchase price at the option price per share stipulated (the "Exercise Price") in paragraph 6 herein, subject to any adjustment thereto in accordance with paragraph 9 herein, for the shares purchased and the Corporation shall thereupon deliver a share certificate or certificates of the Corporation for such shares.
• b. An option shall be in whole or in part exercised by written notice or notices delivered to the Corporation's registered office and any option shall be deemed for all purposes to be exercised to the extent stated in such notice upon delivery of the notice and payment for the number of shares specified in such notice, notwithstanding any delay in the issuance and delivery of certificates for the shares so subscribed.
• c. Notwithstanding anything to the contrary, the Board may upon graduating to the TSX and delisting from the TSX Venture Exchange, in its sole discretion, allow for the cashless exercise of all or a portion of the Options granted hereunder (a "Cashless Exercise") by waiving the Optionee's obligation to pay the Exercise Price per Option exercised and allowing for the Optionee to dispose of the Options and receive the aggregate number of Shares (rounded down to the nearest whole number) equal to the product of (i) the number of Options that the Optionee has elected to dispose of and (ii) the excess of the fair market value of a common share over the Exercise Price.

For the purposes of this section, the fair market value of the common shares shall be determined by reference to the volume-weighted average price of the common shares on a recognized Canadian stock exchange for the five trading days immediately prior to the Cashless Exercise, or else if the Corporation is not listed on a recognized Canadian stock exchange, the Board may determine the fair market value of the common shares.

11. Amendment of Plan

• a. The Board may amend or change this Plan and any options granted hereunder from time to time subject to receipt of consents or approvals of all applicable authorities and exchanges, except that the Board shall not adversely affect the rights of any Optionee to whom an option has therefore been granted without his consent and any reduction in option price for options outstanding, other than any reduction made in accordance with paragraph 9 herein, shall comply, as of the date of revision or amendment, with the option price provisions of paragraph 6 hereof.
• b. The Board may discontinue the Plan at any time except that such discontinuance may not alter or impair any option previously granted under the Plan to an Optionee.

12. General

Options granted pursuant to the Plan shall specify in the Grantee's Stock Option Plan Agreement(s) that:

• a. that the option agreement does not impose upon the Optionee any obligation to take up and pay for any of the optioned shares;
• b. the address of each of the Optionee and the Corporation to which notices pursuant to the option and the Plan may be delivered;
• c. that all options granted are subject to the express terms of the Plan; and
• d. the periods governing the exercise of the option.

SCHEDULE "F"

RESTRICTED SHARE UNIT PLAN

ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

• (a) "Act" means the Canada Business Corporations Act, or its successor, as may be amended from time to time;
• (b) "Affiliate" means a company that is an "Affiliate" of the Corporation within the meaning ascribed to such term in Policy 1.1 – Interpretation of the Corporate Finance Manual of the Exchange, as may be amended from time to time;
• (c) "Associate" has the meaning ascribed to such term in Policy 1.1 Interpretation of the Corporate Finance Manual of the Exchange, as may be amended from time to time;
• (d) "Board" means the Board of Directors of the Corporation from time to time;
• (e) "Cause" in respect of a Participant means:
• (i) the failure or wilful refusal of the Participant to substantially perform his or her material duties and responsibilities, except as such results from the disability of the Participant, that is not cured by the Participant within a reasonable period of written notification thereof to the Participant by the Corporation or, if applicable, an Affiliate of the Corporation;
• (ii) the failure or wilful refusal of the Participant to substantially perform his or her material duties, obligations and covenants under any non-compete or non-solicit agreement between the Participant and the Corporation or, if applicable, an Affiliate of the Corporation;
• (iii) the wilful usurping of any material business opportunity by the Participant;
• (iv) any fraudulent or dishonest activity or serious misconduct by the Participant materially affecting the Corporation or, if applicable, an Affiliate of the Corporation, or in circumstances which would make the Participant unsuitable to continue to discharge his or her duties of employment;
• (v) the conviction of the Participant for any crime involving fraud, dishonesty, misrepresentation or breach of trust;
• (vi) any wilful and intentional act on the part of the Participant having the effect of materially injuring the reputation, business or business relationships of the Corporation or, if applicable, an Affiliate of the Corporation; or

(vii) anything or any things constituting "cause" under applicable laws at the relevant time;

except that if, at the time of such Participant's termination, the Participant is party to an employment, severance, retention or similar contract or agreement with the Corporation or an Affiliate of the Corporation that contains a definition of the term "cause" or a similar term, the term "Cause" shall have the meaning, if any, assigned thereto (or to such similar term) in such contract or agreement;

• (f) "Change of Control" means the occurrence of any one or more of the following events:
• (i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation and/or any of its Affiliates and another corporation or other entity, as a result of which the holders of Voting Securities prior to the completion of the transaction hold less than 50% of the outstanding Voting Securities of the successor corporation after completion of the transaction;
• (ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation and/or any of its Affiliates which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Corporation and its Affiliates on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Affiliate of the Corporation in the course of a reorganization of the assets of the Corporation and its Affiliates;
• (iii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
• (iv) any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or Associates of the Acquiror and/or Affiliates of the Acquiror to cast or to direct the casting of 50% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
• (v) as a result of or in connection with: (A) a contested election of directors, or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation and/or any of its Affiliates and another corporation or other entity (a "Transaction"), fewer than 50% of the directors of the Corporation are persons who were directors of the Corporation immediately prior to such election or Transaction; or
• (vi) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

• (g) "Code" means the United States Internal Revenue Code of 1986, as amended;
• (h) "Committee" means the Board or, if the Board so determines in accordance with Section 2.3 of the Plan, the committee of the Board authorized to administer the Plan, which includes any compensation committee of the Board;
• (i) "Corporation" means Magna Mining Inc., a corporation incorporated under the Act, and includes any successor corporation thereof;
• (j) "Dividend Payment Date" has the meaning ascribed to such term in Section 3.3;
• (k) "Eligible Consultant" means an individual, other than an Eligible Employee or Eligible Director, or company that:
• (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an Affiliate of the Corporation, other than services provided in relation to a distribution of securities or that directly or indirectly promote or maintain a market for the issuer's securities;
• (ii) provides the services under a written contract between the Corporation or the Affiliate and the individual or the company, as the case may be;
• (iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate of the Corporation; and
• (iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation, provided that the individual does not perform Investor Relations Activities on behalf of the Corporation;
• (l) "Eligible Director" means any individual who is a director of the Corporation or an Affiliate of the Corporation from time to time;
• (m) "Eligible Employee" means any individual who is a full-time or part-time employee of the Corporation or an Affiliate of the Corporation, including an officer of the Corporation or an Affiliate of the Corporation;
• (n) "Employer" means, in respect of a Participant, the entity which employs or receives services from, as applicable, such Participant, which may be the Corporation or an Affiliate of the Corporation;
• (o) "Event of Termination" has the meaning ascribed to such term in Section 3.11(a);
• (p) "Exchange" means the TSX Venture Exchange and, at any time the Shares are not listed and posted for trading on the TSX Venture Exchange, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee;
• (q) "Expiry Date" means, with respect to any Restricted Share Unit, the date specified in the applicable Restricted Share Unit Grant Letter as the date on which the Restricted Share Unit will be terminated

and cancelled or, if later or no such date is specified in the Restricted Share Unit Grant Letter, December 31st of the third (3rd) calendar year following the end of the Service Year;

• (r) "Grant Date" means the date that the particular Restricted Share Unit is granted to a Participant under the Plan, as evidenced by a Restricted Share Unit Grant Letter, and refers also to the date that any additional Restricted Share Unit is credited to the Participant pursuant to Section 3.3;
• (s) "Insider" has the meaning ascribed to such term in Policy 1.1 Interpretation of the Corporate Finance Manual of the Exchange, as may be amended from time to time;
• (t) "Investor Relations Activities" has the meaning ascribed to such term in Policy 1.1 Interpretation of the Corporate Finance Manual of the Exchange, as may be amended from time to time;
• (u) "Investor Relations Service Provider" means any Eligible Consultant that performs Investor Relations Activities and any Eligible Director or Eligible Employee whose role and duties primarily consist of Investor Relations Activities;
• (v) "Market Value" means, unless otherwise required by any applicable provision of the Tax Act or any regulations thereunder or by any applicable accounting standard for the Corporation's desired accounting for Restricted Share Unit Awards or by the rules of the Exchange, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately prior to the Grant Date or (ii) the closing price of the Shares on the Exchange on the trading day immediately prior to the Grant Date;
• (w) "Participant" means each Eligible Employee, Eligible Director and Eligible Consultant to whom Restricted Share Units are granted and are outstanding hereunder, and excludes Investor Relations Service Providers;
• (x) "Plan" means this restricted share unit plan, as may be amended from time to time;
• (y) "Restricted Share Unit" means a notional unit credited by means of an entry on the books of the Corporation to a Participant, representing the right to receive on the Vesting Date (a) a fully paid Share, or (b) at the option of the Corporation, a cash payment equal to the Market Value of a Share, in accordance with Sections 3.6 and 3.7;
• (z) "Restricted Share Unit Award" means an award of Restricted Share Units under the Plan to a Participant;
• (aa) "Restricted Share Unit Grant Letter" has the meaning ascribed to such term in Section 3.9;
• (bb) "Service Year" has the meaning ascribed to such term in Section 3.2(b);
• (cc) "Shares" means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of Section 5.6 from time to time;

• (dd) "Tax Act" means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

• (ee) "U.S. Participant" means a Participant who is a citizen of the United States or a resident of the United States, in each case as defined in section 7701(a)(30)(A) and section 7701(b)(1) of the Code and any other Participant whose Restricted Share Units are subject to tax under the Code; and

• (ff) "Vesting Date" has the meaning ascribed to such term in Section 3.4.

1.2 Headings

The headings of all articles, sections and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

1.3 Context, Construction

Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

1.4 References to this Plan

The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.

1.5 Canadian Funds

Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

ARTICLE II PURPOSE AND ADMINISTRATION OF THE PLAN

2.1 Purpose of the Plan

The Plan provides for the payment of bonus compensation in the form of Shares or, at the option of the Corporation, cash to Participants for the purpose of advancing the interests of the Corporation and its Affiliates through the attraction, retention and motivation of Eligible Employees, Eligible Directors and Eligible Consultants and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Shares by Eligible Employees, Eligible Directors and Eligible Consultants, it being generally recognized that restricted share unit plans aid in attracting, retaining and motivating employees, directors and consultants due to the opportunity offered to them to acquire a proprietary interest in the Corporation. It is intended that, insofar as the Participants are Eligible Employees or Eligible Directors, neither the Plan nor any Restricted Share Units granted hereunder will constitute a "salary deferral arrangement" as defined in subsection 248(1) of the Tax Act by reason of the exemption in paragraph (k) thereof. All Restricted Share Units granted hereunder shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages received or receivable by any Participant who is an Eligible Employee or Eligible Director in respect of his or her services to the Corporation or an Affiliate of the Corporation, as applicable.

2.2 Administration of the Plan

The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan, including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary or desirable in order to comply with the requirements of the Plan, subject in all cases to compliance with regulatory requirements. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants, the Corporation and its Affiliates. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as directors of the Corporation, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings, applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation and its Affiliates.

2.3 Delegation to Committee

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be exercised by a committee of the Board comprised of not less than three (3) directors of the Corporation, including any compensation committee of the Board.

2.4 Record Keeping

The Corporation shall maintain a register in which shall be recorded:

• (a) the name and address of each Participant; and
• (b) the number of Restricted Share Units granted to each Participant.

2.5 Determination of Participants and Participation

The Committee shall from time to time determine the Eligible Employees, Eligible Directors and/or Eligible Consultants who may participate in the Plan. The Committee may from time to time determine the Eligible Employees, Eligible Directors and/or Eligible Consultants to whom Restricted Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the provisions of the Plan, and the Committee may take into consideration the present and potential contributions of, and the services rendered by, the particular Participant to the success of the Corporation and its Affiliates and any other factors which the Committee deems appropriate and relevant.

Prior to the grant of any Restricted Share Units to a Participant that is an Eligible Employee or an Eligible Consultant, the Corporation and the Participant shall be responsible for ensuring and confirming that such Participant is a bona fide Eligible Employee or Eligible Consultant, as the case may be, of the Corporation or an Affiliate. Investor Relations Service Providers that engage in Investor Relations Activities on behalf of the Corporation are not eligible to receive Restricted Share Units under the Plan.

2.6 Plan Limit and Limits on Grants

• (a) The aggregate number of Shares that may be reserved for issuance from treasury pursuant to the redemption of Restricted Share Units granted under the Plan, subject to adjustment pursuant to Section 5.6, must not exceed 1,500,000 Shares. The aggregate number of Shares that may be reserved for issuance from treasury under all security based compensation arrangements, including the Plan and the Corporation's stock option plan, may not exceed 10% of the Corporation's issued and outstanding Shares on the Grant Date. If any Restricted Share Units granted under the Plan shall terminate or be cancelled for any reason (including, without limitation, the redemption of the Restricted Share Units by means of a cash payment) without being redeemed for Shares issued from treasury, any unissued Shares to which such Restricted Share Units relate shall be available for the purpose of the granting of further Restricted Share Units under the Plan.
• (b) The aggregate number of Shares reserved for issuance from treasury under Share-based awards granted to Insiders (as a group) under the Plan and all other security-based compensation arrangements of the Corporation at any point in time must not exceed 10% of the Issued Shares, unless disinterested shareholder approval is obtained.
• (c) The aggregate number of Share-based awards granted to Insiders (as a group) in any 12 month period under the Plan and all other security-based compensation arrangements of the Corporation must not exceed 10% of the Issued Shares, calculated on the date a Share-based award is granted to any Insider, unless disinterested shareholder approval is obtained.
• (d) The aggregate number of Share-based awards granted to any one person (and companies whollyowned by that person) in any 12 month period under the Plan and all other security-based compensation arrangements of the Corporation must not exceed 5% of the Issued Shares, calculated on the date a Share-based award is granted to the person, unless disinterested shareholder approval is obtained.
• (e) The aggregate number of Share-based awards granted to any one Eligible Consultant in any 12 month period under the Plan and all other security-based compensation arrangements of the Corporation must not exceed 2% of the Issued Shares, calculated on the date a Share-based award is granted to the Eligible Consultant.
• (f) For purposes of this Section 2.6, the number of "Issued Shares" shall mean the number of Shares outstanding on a non-diluted basis immediately prior to the proposed grant.

ARTICLE III RESTRICTED SHARE UNITS

3.1 Restricted Share Unit Plan

The Plan is hereby established for Eligible Employees, Eligible Directors and Eligible Consultants (other than Investor Relations Service Providers).

3.2 Grant of Restricted Share Units

• (a) The Corporation may from time to time grant Restricted Share Units to a Participant at such times, in such numbers and on such terms and conditions, consistent with the Plan, as the Committee may in its sole discretion determine.
• (b) For greater certainty, unless otherwise specified in the applicable Restricted Share Unit Grant Letter, the granting of Restricted Share Units to any Participant under the Plan in May to December of a calendar year will be awarded solely in respect of performance of such Participant in the same calendar year. Where Restricted Share Units are granted in January to April of a particular calendar year, such bonus will be awarded solely in respect of performance of such Participant in the calendar year immediately preceding such grant. The calendar year in respect of which the Restricted Share Units are granted is referred to herein as the "Service Year".
• (c) The number of Restricted Share Units awarded will be credited to the Participant's account, effective as of the Grant Date.

3.3 Payment of Dividend Equivalents

Subject to the absolute discretion of the Committee and in accordance with this Section 3.3, the Committee may elect to credit, as a bonus for services rendered in the calendar year containing the payment date for cash dividends paid on Shares (the "Dividend Payment Date"), a Participant with additional Restricted Share Units. In such case, the number of additional Restricted Share Units so credited under this Section 3.3 will be equal to (computed to two (2) decimal places) the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units in the Participant's account as of the record date for payment of such dividends had been Shares divided by the Market Value of a Share on the Dividend Payment Date. Any Restricted Share Units that are credited to a Participant's account as a dividend equivalent will be counted toward the Plan limits in Section 2.6. The additional Restricted Share Units will vest on the Vesting Date of the particular Restricted Share Unit Award to which the additional Restricted Share Units relate, and such additional Restricted Share Units will be settled through the delivery of Shares or paid out in cash, as the case may be, at the time of settlement/payment of the Restricted Share Units to which they relate.

If any dividend equivalent awarded under Section 3.3, cannot be credited to a Participant's account in additional Restricted Share Units because there is an insufficient number of Shares reserved for issuance under the Plan or crediting the Participant with the dividend equivalent would breach the limits in Section 2.6, then the cash amount of such dividend will be paid to the Participant by the Corporation in cash, by cheque or by such other payment method as the Corporation and Participant may agree; provided that such dividend equivalent may be accrued in cash but shall not be paid until the Participant's applicable Restricted Share Units have vested.

3.4 Vesting

A Restricted Share Unit Award granted to a Participant for services rendered will entitle the Participant, subject to the Participant's satisfaction of any conditions, restrictions or limitations imposed under the Plan or the Restricted Share Unit Grant Letter, to receive a payment in fully paid Shares or, at the option of the Corporation, in cash on the date when the Restricted Share Unit Award is fully vested (the "Vesting Date"), which date shall be no later than December 31st of the tenth calendar year following the Service Year applicable to the particular Restricted Share Unit Award. Subject to the foregoing, the Committee shall, in its sole and absolute discretion, determine any and all conditions to the vesting of any Restricted Share Units granted to a Participant, which vesting conditions may be based on either or both of time and performance criteria as the Committee may determine in its sole and absolute discretion. The Restricted Share Units held by a U.S. Participant will become vested on the date on which the applicable vesting conditions have been satisfied or waived, as provided herein, and thus such Restricted Share Units are not, or are no longer, subject to a "substantial risk of forfeiture" within the meaning of U.S. Treasury Regulation Section 1.409A-1(d). Settlement/payout with respect to Restricted Share Units held by a U.S. Participant will occur no later than March 15th of the calendar year following the year in which such Restricted Share Units are no longer subject to a substantial risk of forfeiture, and a U.S. Participant shall not have the ability to influence the calendar year in which settlement/payment occurs.

Notwithstanding any other provision in this Plan, no Restricted Share Unit may vest before the date that is one year following the Grant Date, provided that vesting may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control, take-over bid, reverse takeover or other similar transaction.

3.5 Termination of Employment or Service

Except as provided for in this Plan or the Restricted Share Unit Grant Letter or as otherwise determined by the Committee:

• (a) in the event of the death of a Participant or, in the case of a Participant that is an Eligible Consultant which is not an individual, the primary individual providing services to the Corporation or an Affiliate of the Corporation on behalf of the Eligible Consultant, all unvested Restricted Share Units credited to the Participant will vest on the date of death. The Shares represented by the Restricted Share Units held by the Participant shall be issued or cash will be paid, as determined by the Committee, to or for the benefit of the Participant's estate as soon as practicable, in accordance with Sections 3.4, 3.6 and 3.7;
• (b) in the event of the total disability of a Participant, all Restricted Share Units credited to the Participant which have not vested prior to the date on which the Participant is determined to be totally disabled will vest on the earlier of (i) the 60th day following the date on which the Participant is determined to be totally disabled and (ii) the Vesting Date otherwise applicable, and the Shares represented by Restricted Share Units held by the Participant shall be issued or cash will be paid, as determined by the Committee, to or for the benefit of the Participant as soon as practicable, in accordance with Sections 3.4, 3.6 and 3.7;
• (c) if a Participant shall cease to be employed by, or provide services to, the Corporation or an Affiliate of the Corporation (and is not or does not continue to be a director or employee thereof) as a result of termination without Cause, all unvested Restricted Share Units credited to the Participant will vest on the date of termination, and the Shares represented by Restricted Share Units held by the Participant shall be issued or cash will be paid, as determined by the Committee, to or for the benefit of the Participant as soon as practicable, in accordance with Sections 3.4, 3.6 and 3.7; and
• (d) if a Participant shall:
• (i) cease to be a director of the Corporation or an Affiliate of the Corporation (and is not or does not continue to be an employee thereof) for any reason other than death or total disability, or

(ii) cease to be employed by, or provide services to, the Corporation or an Affiliate of the Corporation (and is not or does not continue to be a director or employee thereof) for any reason other than death, total disability or termination without Cause,

all Restricted Share Units held by such Participant shall be forfeited and cancelled as of the date of termination, and the Participant shall have no entitlement to receive any payment in respect of such forfeited Restricted Share Units, or any other amount in respect of such forfeited Restricted Share Units, by way of damages, payment in lieu or otherwise.

For greater certainty, Restricted Share Units awarded to a Participant who is an Eligible Employee, Eligible Director or Eligible Consultant must expire within a reasonable period, not exceeding 12 months, following the date that Participant ceases to be an eligible Participant under the Plan. In the event of the death of a Participant, the period during which the Participant heirs or administrators are entitled to make a claim under Section 3.5(a) must not exceed one year from the Participant's death;

3.6 Redemption – Fully Paid Shares to the Participant

Subject to Sections 3.7 and 4.1, the payment obligation in respect of any vested Restricted Share Units, net of any applicable taxes and other source deductions required to be withheld, will be settled, on the redemption of the Restricted Share Units, with the issue of fully paid Shares from treasury. If, after the issuance of Shares in accordance with this Section 3.6, an amount remains payable in respect of the vested Restricted Share Units being redeemed, the applicable Affiliate of the Corporation shall pay such remaining amount in cash (net of any applicable taxes or other source deductions required to be withheld) to the Participant.

3.7 Redemption – Cash Payment to the Participant

In the event that the Employer elects to satisfy its payment obligation in cash, on the Vesting Date, the Restricted Share Units shall be redeemed and cash paid to the Participant by the Corporation or the Affiliate of the Corporation that is the Employer of the Participant, subject to Section 4.1. The Market Value of the vested Restricted Share Units so redeemed shall, after deduction of any applicable taxes and other source deductions required to be withheld, be paid in cash.

3.8 Adjustment

For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Restricted Share Units will be granted to a Participant to compensate the Participant for any downward fluctuations in the price of a Share nor will any other form of benefit be conferred upon, or in respect of, a Participant for such a purpose.

Neither the Corporation nor any Affiliate of the Corporation will contribute any amounts to a third party or otherwise set aside any amounts to fund the benefits that will be provided under the Plan. Vested Restricted Share Units represent unfunded and unsecured obligations of the Corporation and a Participant's rights therein are no greater than the rights of general creditors of the Corporation.

3.9 Restricted Share Unit Grant Letter

Each grant of a Restricted Share Unit Award under the Plan shall be evidenced by a Restricted Share Unit grant letter to the Participant from the Corporation (a "Restricted Share Unit Grant Letter"). Such Restricted Share Unit Grant Letter shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Restricted Share Unit Grant Letter. The provisions of the various Restricted Share Unit Grant Letters issued under the Plan need not be identical.

3.10 Participant Criteria

The Committee shall establish criteria for the grant of Restricted Share Units to Eligible Employees, Eligible Directors and Eligible Consultants.

3.11 Change of Control

Notwithstanding anything in this Article III to the contrary, if there is a Change of Control, and if, at the time of the Change of Control:

• (a) the Participant is an Eligible Employee, and if, within 12 months of the Change of Control, the Corporation terminates the employment or services of such Participant without Cause or if such Participant resigns in circumstances constituting constructive dismissal (each, an "Event of Termination"), then all Restricted Share Units outstanding that are held by such Participant shall immediately vest on the date of such Event of Termination notwithstanding the Vesting Date; or
• (b) the Participant is not an Eligible Employee, then all Restricted Share Units outstanding that are held by such Participant shall immediately vest on the date of such Change of Control notwithstanding the Vesting Date.

In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Corporation with respect to the consideration that the Participants would be entitled to receive for their Shares.

3.12 Election - Sale of Shares by Broker

In the event that the payment obligation in respect of vested Restricted Share Units is settled in Shares, a Participant may direct to have a broker sell such Shares on behalf of the Participant to the extent permitted by applicable securities laws and subject to any restrictions contained in the Restricted Share Unit Grant Letter.

3.13 Expiry Date

Notwithstanding any other provision of this Plan, all terms and conditions attaching to any Restricted Share Units shall be such that the Restricted Share Units comply with the exception in paragraph (k) of the definition of "salary deferral arrangement" in subsection 248(1) of the Tax Act. No payment (in Shares, cash or otherwise) in respect of any Restricted Share Unit shall be made after the Expiry Date.

3.14 Compliance with Code Section 409A

Restricted Share Units awarded to U.S. Participants under the Plan are intended to be exempt from Code Section 409A by virtue of the "short-term deferral" rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if any Restricted Share Unit Grant Letter awarding Restricted Share Units to a U.S. Participant contains provisions that would cause such Restricted Share Units to be subject to Code Section 409A, or if it is otherwise determined that an award of Restricted Share Units to a U.S. Participant fails to satisfy the requirements of the short term deferral rule and is thus deferred compensation subject to Section 409A, then the following rules will apply. To the extent that any amount or benefit that constitutes "deferred compensation" under Section 409A is otherwise payable or distributable to a U.S. Participant solely by reason of the occurrence of a change in control or due to the Participant's disability or "separation from service" (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (a) the circumstances giving rise to such change in control event, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (b) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. If a U.S. Participant's Restricted Share Unit that is not exempt from Code Section 409A becomes payable or distributable as a result of the U.S. Participant's separation from service, and such U.S. Participant is a "specified employee" within the meaning of Code Section 409A(2)(B) (as determined by the Committee in good faith), such payment or distribution will not occur until the date that is six months after the date of the specified employee's separation from service (or if earlier, upon the specified employee's death).

3.15 Necessary Approvals

The Plan shall be subject to the approval of the disinterested shareholders of the Corporation, to be given by a resolution passed at a meeting of the shareholders of the Corporation, and acceptance by the Exchange or any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation.

ARTICLE IV TAXES

4.1 Taxes and Other Source Deductions:

• (a) The Corporation and its Affiliates shall not be liable for any tax imposed on any Participant as a result of the crediting, holding or redemption of Restricted Share Units, amounts paid or credited to such Participant, or securities issued or transferred to such Participant under this Plan. It is the responsibility of the Participant to complete and file any tax returns which may be required under any applicable tax laws within the period prescribed by such laws. Notwithstanding this Section 4.1, the applicable tax withholdings may be waived where the Participant directs in writing that a payment be made directly to the Participant's registered retirement savings plan in circumstances to which regulation 100(3) of the regulations of the Tax Act apply.
• (b) Any Restricted Share Units that are awarded to a Participant who is a resident of Canada or employed in Canada (each for purposes of the Tax Act) shall be structured so as to be considered to be a plan described in section 7 of the Tax Act or in such other manner to ensure that such award is not a "salary deferral arrangement" as defined in the Tax Act (or any successor to such provisions).
• (c) Notwithstanding any other provision of the Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable source deductions. The grant of each Restricted Share Unit Award under this Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Corporation. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, with the Committee's approval, the withholding obligation may be satisfied by (i) having the Participant

elect to have the appropriate number of such Shares sold by the Corporation, the Corporation's transfer agent and registrar or any trustee appointed by the Corporation, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (ii) any other mechanism as may be required or appropriate to conform with local tax and other rules. Notwithstanding any other provision of the Plan, the Corporation shall not be required to issue any Shares or make payments under this Plan until arrangements satisfactory to the Corporation have been made for payment of all applicable tax.

• (d) The sale of Shares by the Corporation, or by a broker, under Section 4.1(c) or under any other provision of the Plan will be made on the Exchange. The Participant consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Shares on his behalf and acknowledges and agrees that (i) the number of Shares sold will be, at a minimum, sufficient to fund the withholding obligations net of all selling costs, which costs are the responsibility of the Participant and which the Participant hereby authorizes to be deducted from the proceeds of such sale; (ii) in effecting the sale of any such Shares, the Corporation or the broker will exercise its sole judgment as to the timing and the manner of sale and will not be obligated to seek or obtain a minimum price; and (iii) neither the Corporation nor the broker will be liable for any loss arising out of such sale of the Shares including any loss relating to the pricing, manner or timing of the sales or any delay in transferring any Shares to a Participant or otherwise.
• (e) The Participant further acknowledges that the sale price of the Shares will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any sale. The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting the participant resulting from the grant or exercise of a Restricted Share Unit Award and/or transactions in the Shares. Neither the Corporation, nor any of its directors, officers, employees, shareholders or agents will be liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares under the Plan, with respect to any fluctuations in the market price of Shares or in any other manner related to the Plan.

ARTICLE V GENERAL

5.1 Effective Time of the Plan

The Plan shall become effective upon a date to be determined by the Board.

5.2 Suspension, Termination or Amendment of the Plan

The Board or the Committee, as the case may be, may suspend or terminate the Plan, or any portion thereof, at any time without first obtaining shareholder approval and in its absolute discretion, provided that, without the consent of a Participant, such suspension or termination may not in any manner adversely affect the Participant's rights under any Restricted Share Unit granted under the Plan.

The Board or the Committee may, subject to receipt of requisite regulatory and shareholder approval, make the following amendments to the Plan:

• (a) amendments to increase the maximum number of Shares that may be reserved for issuance from treasury under the Plan;
• (b) amendments to the persons eligible to be granted Restricted Share Units under the Plan;
• (c) amendments to the limitations under the Plan on the number of Restricted Share Units or Sharebased awards that may be granted to any one person or any category of persons;
• (d) amendments which would permit Restricted Share Units, or any other right or interest of a Participant under the Plan, to be transferable or assignable, other than for normal estate settlement purposes; and
• (e) amendments to this Section 5.2 of the Plan.

The Board or the Committee may, subject to receipt of requisite regulatory approval, where required, in its sole discretion make all other amendments to the Plan that are not of the type contemplated above, including, without limitation:

• (a) amendments of a "housekeeping" nature, including amendments to fix typographical errors and to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature or intent of such provisions;
• (b) amendments to the vesting provisions of a Restricted Share Unit or the Plan;
• (c) amendments to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the Exchange, or to otherwise comply with any applicable law or regulation; and
• (d) amendments to ensure that the Restricted Share Units granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant to whom a Restricted Share Unit has been granted may from time to time be resident or a citizen.

Any amendment of this Plan shall be such that this Plan and the Restricted Share Units granted hereunder will not be considered a "salary deferral arrangement" as defined in subsection 248(1) of the Tax Act or any successor provision thereto, by reason of the Plan and the Restricted Share Units continuously meeting the requirements under the exception in paragraph (k) of that definition. Any amendment of this Plan or any Restricted Share Units granted hereunder, in each case with respect to U.S. Participants, will be undertaken in a manner that complies with the requirements for exemption from, or compliance with, Code Section 409A.

5.3 Non-Assignable

No Restricted Share Unit and no other right or interest of a Participant under the Plan is assignable or transferable by any Participant other than pursuant to a will or by the laws of decent and distribution.

5.4 Rights as a Shareholder

No holder of any Restricted Share Units shall have any rights as a shareholder of the Corporation in respect of such Restricted Share Units.

5.5 No Contract of Employment

Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or its Affiliates nor interfere or be deemed to interfere in any way with any right of the Corporation or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in the Plan by a Participant shall be voluntary.

5.6 Adjustment in Number of Shares Subject to the Plan

In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in:

• (a) the number of Shares available under the Plan; and
• (b) the number of Shares subject to any Restricted Share Units.

If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan.

For greater certainty, any adjustment to a Restricted Share Unit Award granted under this Plan, other than in connection with a security consolidation or security split, shall be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

5.7 Reorganization of the Corporation

The existence of any Restricted Share Unit Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation, or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto, or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

5.8 No Representation or Warranty

Neither the Corporation nor any Affiliate makes any representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

5.9 Compliance with Applicable Law

If any provision of the Plan or any Restricted Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction (including the policies of the Exchange), then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

5.10 Compliance with United States Securities Laws

All Restricted Share Unit Awards and the issuance of Shares underlying such awards issued pursuant to this Plan will be issued pursuant to the registration requirements of the United States Securities Act of 1933, as amended, or an exemption from such registration requirements.

5.11 Interpretation

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

SCHEDULE "G"

AUDIT COMMITTEE CHARTER

1. This charter (the "Charter") sets forth the purpose, composition, responsibilities, duties, powers and authority of the Audit Committee (the "Committee") of the board of directors (the "Board") of Magna Mining Inc. (the "Corporation").

Purpose

• 1. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:
• (a) financial reporting and disclosure requirements;
• (b) ensuring that an effective risk management and financial control framework has been implemented by management of the Corporation; and
• (c) external and internal audit processes.

Composition and Membership

• 1. The members (collectively "Members" and individually a "Member") of the Committee shall be appointed by the Board to serve one-year terms and shall be permitted to serve an unlimited number of consecutive terms. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will cease to be a Member upon ceasing to be a director of the Corporation.
• 1. The Committee will consist of at least three Members, the majority of whom shall be independent to the extent required by (and subject to the exemptions and other provisions set out in) applicable laws, rules, regulations and stock exchange requirements (collectively "Applicable Laws"). In this Charter, the terms "independent" and "financially literate" have the meanings ascribed to such terms in Applicable Laws, and include the meanings given to similar terms in Applicable Laws to the extent such similar terms are used in this Charter and are applicable under Applicable Laws.
• 1. The chairman of the Committee (the "Chairman" or "Chair") will be appointed by the Board and confirmed by the Committee or appointed by the Committee from time to time, and must have such accounting or related financial management expertise as the Board or Committee may determine in their business judgment is necessary. The secretary of the Corporation (the "Secretary") will be the secretary of all meetings and will maintain minutes of all meetings, deliberations and proceedings of the Committee. In the absence of the Secretary at any meeting, the Committee will appoint another person who may, but need not, be a Member to be the secretary of that meeting.

Meetings

1. Meetings of the Committee will be held at such times and places as the Chairman may determine, but in any event not less than four times per year. Any Member or the auditor of the Corporation may call a meeting of the Committee at any time upon not less than 48 hours advance notice being given to each Member orally, by telephone, by facsimile or by email, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings either in person or by conference call.

2. 1. At the request of the external auditors of the Corporation, the Chief Executive Officer or the Chief Financial Officer of the Corporation or any Member will convene a meeting of the Committee. Any such request will set out in reasonable detail the business proposed to be conducted at the meeting so requested.
3. 1. The Chairman, if present, will act as the chairman of meetings of the Committee. If the Chairman is not present at a meeting of the Committee, then the Members present may select one of their number to act as chairman of the meeting.
4. 1. A majority of Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote, and decisions of the Committee will be made by an affirmative vote of the majority of Members present at the meeting at which the vote is taken. The Chairman will not have a deciding or casting vote in the case of an equality of votes. Powers of the Committee may also be exercised by written resolution signed by all Members.
5. 1. The Committee may invite from time to time such persons as the Committee considers appropriate to attend its meetings, and to take part in the discussion and consideration of the affairs of the Committee, except to the extent the exclusion of certain persons is required pursuant to this Charter or by Applicable Laws. The Committee will meet in camera without management at each meeting of the Committee.
6. 1. In advance of every regular meeting of the Committee, the Chairman, with the assistance of the Secretary, will prepare and distribute to the Members and others, as deemed appropriate by the Chairman, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require officers and employees of the Corporation to produce such information and reports as the Committee may deem appropriate in order to fulfill its duties.

Duties and Responsibilities

1. The duties and responsibilities of the Committee as they relate to the following matters, to the extent considered appropriate or desirable or required by Applicable Laws, are to:

(a) Financial Reporting and Disclosure

• (i) review and recommend to the Board for approval, the audited annual financial statements of the Corporation, including the auditors' report thereon, the management's discussion and analysis of the Corporation prepared in connection with the annual financial statements, financial reports of the Corporation, guidance with respect to earnings per share, and any initial public release of financial information of the Corporation through news release or otherwise, with such documents to indicate whether such information has been reviewed by the Board or the Committee;
• (ii) review and approve the quarterly financial statements of the Corporation, including the management's discussion and analysis prepared in connection with the quarterly financial statements and the accompanying news release, with such documents to indicate whether such information has been reviewed by the Board or the Committee;
• (iii) review and recommend to the Board for approval, where appropriate, financial information contained in any prospectuses, annual information forms, annual reports to shareholders, management proxy circulars, material change disclosures of a financial nature, news releases containing financial information, and similar disclosure documents;
• (iv) review with management of the Corporation, and with the external auditors of the Corporation, significant accounting principles, disclosure issues and alternative treatments in accordance with International Financial Reporting Standards ("IFRS"), all with a view to gaining reasonable

assurance that financial statements are accurate, complete and present fairly the Corporation's financial position and the results of its operations in accordance with IFRS;

• (v) annually review the Corporate Disclosure Policy of the Corporation and recommend any proposed changes to the Board for consideration; and
• (vi) review the minutes from each meeting of the Corporation's Disclosure Committee, if any, established pursuant to the Corporation's Corporate Disclosure Policy, since the last meeting of the Committee.

(b) Internal Controls and Audit

• (i) review and assess the adequacy and effectiveness of the Corporation's system of internal control and management information systems through discussions with management and the external auditor of the Corporation to ensure that the Corporation maintains:
• 1. the necessary books, records and accounts in sufficient detail to accurately and fairly reflect the Corporation's transactions;
• 1. effective internal control systems; and
• 1. adequate processes for assessing the risk of material misstatement of the financial statements of the Corporation, and for detecting control weaknesses or fraud.

From time to time the Committee will assess whether a formal internal audit department or third party review is necessary or desirable having regard to the size and stage of development of the Corporation at any particular time;

• (ii) satisfy itself that management has established adequate procedures for the review of the Corporation's disclosure of financial information extracted or derived directly from the Corporation's financial statements;
• (iii) periodically assess the adequacy of such systems and procedures to ensure compliance with regulatory requirements and recommendations;
• (iv) review and discuss with management the major financial risk exposures of the Corporation and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities;
• (v) review and assess, and in the Committee's discretion, make recommendations to the Board regarding, the adequacy of the Corporation's risk management policies and procedures with regard to identification of the Corporation's principal risks and implementation of appropriate systems to manage such risks, including an assessment of the adequacy of insurance coverage maintained by the Corporation; and
• (vi) review and assess annually, and in the Committee's discretion, make recommendations to the Board regarding, the investment policy of the Corporation.

(c) External Audit

(i) recommend to the Board a firm of external auditors to be engaged by the Corporation;

• (ii) ensure the external auditors report directly to the Committee on a regular basis;
• (iii) review the independence of the external auditors, including a written report from the external auditors respecting their independence and consideration of applicable auditor independence standards;
• (iv) review and approve the compensation of the external auditors, and the scope and timing of the audit and other related services rendered by the external auditors;
• (v) review the audit plan of the external auditors prior to the commencement of the audit;
• (vi) establish and maintain a direct line of communication with the Corporation's external and, if applicable, internal auditors;
• (vii) meet in camera with only the auditors (if present), with only management (if present), and with only the Members at every Committee meeting;
• (viii) review the performance of the external auditors who are accountable to the Committee and the Board as representatives of the shareholders, including the lead partner of the independent auditors team;
• (ix) oversee the work of the external auditors appointed by the shareholders of the Corporation with respect to preparing and issuing an audit report or performing other audit, review or attest services for the Corporation, including the resolution of issues between management of the Corporation and the external auditors regarding financial disclosure;
• (x) review the results of the external audit and the report thereon including, without limitation, a discussion with the external auditors as to the quality of accounting principles used and any alternative treatments of financial information that have been discussed with management of the Corporation, and the ramifications of their use, as well as any other material changes;
• (xi) review a report describing all material written communication between the auditors and management of the Corporation, such as management letters and schedule of unadjusted differences;
• (xii) discuss with the external auditors:
• 1. the external auditors' perception of the Corporation's financial and accounting personnel, records and systems;
• 1. the cooperation which the external auditors received during the course of their review;
• 1. the availability of records, data and other requested information; and
• 1. any recommendations with respect thereto;
• (xiii) review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board, and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board; and

(xiv) review annually a report from the external auditors in respect of their internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

(d) Associated Responsibilities

• (i) monitor and periodically review the Whistleblower Policy of the Corporation and associated procedures for:
• 1. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;
• 1. the confidential, anonymous submission by directors, officers and employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
• 1. any violations of any Applicable Laws that relate to corporate reporting and disclosure, or violations of the Code of Business Conduct & Ethics of the Corporation, if applicable; and
• (ii) review and approve the hiring policies of the Corporation regarding employees and partners, and former employees and partners, of the present and former external auditors of the Corporation.

(e) Non-Audit Services

• (i) pre-approve all non-audit services to be provided to the Corporation or any subsidiary entities by its external auditors, the external auditors of such subsidiary entities, or such other independent auditors that the Committee may engage to provide the non-audit services. The Committee may delegate to one or more of its Members the authority to pre-approve non-audit services, but pre-approval by such Member or Members so delegated shall be presented to the Committee at its first scheduled meeting following such pre-approval.
• 1. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, or to determine that the Corporation's financial statements are complete and accurate, or are in accordance with IFRS and Applicable Laws. These are the responsibilities of the management and the external auditors of the Corporation. The Committee, the Chairman and any Members identified as having accounting or related financial expertise are directors of the Corporation, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Corporation, and are specifically not accountable or responsible for the day-to-day operation or performance of such activities.
• 1. Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individual's education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a Member of the Committee and Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of the Corporation's financial information or public disclosure.

Reporting

1. The Committee shall provide the Board with a summary of all actions taken at each Committee meeting or by written resolution. The Secretary will circulate the minutes of each meeting of the Committee, and each written resolution passed by the Committee, to the Board. The Committee shall produce and provide the Board with all reports or other information required to be prepared under Applicable Laws.

Access to Information and Authority

1. The Committee will be granted unrestricted access to all information regarding the Corporation and all directors, officers and employees will be directed to cooperate as requested by Members. The Committee has the authority to retain, at the Corporation's expense, independent legal, financial, and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities. The Committee also has the authority to communicate directly with external and, if applicable, internal auditors of the Corporation.

Review of Charter

1. The Committee will annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.

Chair

• 1. The Chair of the Committee should:
• (a) provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including overseeing the operation of the Committee;
• (b) chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board following each meeting of the Committee on the activities and any recommendations of the Committee;
• (c) ensure that the Committee meets at least once per quarter and otherwise as considered appropriate;
• (d) in consultation with the chairman of the Board and the Committee Members, establish dates for holding meetings of the Committee;
• (e) set the agenda for each meeting of the Committee, with input from other Committee Members, the chairman of the Board, the lead director, if one, and any other appropriate persons;
• (f) ensure that Committee materials are available to any director upon request;
• (g) act as liaison and maintain communication with the chairman of the Board and the Board to optimize and co-ordinate input from directors, and to optimize the effectiveness of the Committee. This includes reporting to the Board on all decisions of the Committee at the first meeting of the Board after each Committee meeting, and at such other times and in such manner as the Committee considers advisable; and
• (h) report annually to the Board on the role of the Committee and the effectiveness of the Committee in contributing to the effectiveness of the Board.

Approved by the Board on April 29, 2022.