Maritime Resources Corp. — AGM Information 2022

Nov 10, 2022

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INFORMATION CIRCULAR

Containing information as of November 3, 2022

This Information Circular is furnished in connection with the solicitation of proxies by the Management of MARITIME RESOURCES CORP. (the “Company”) for use at the Annual General Meeting (the “Meeting”) of the shareholders of the Company to be held on Thursday, December 8, 2022 at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournments thereof. This Information Circular contains financial information pertaining to the Company’s fiscal year ended December 31, 2021.

PERSONS OR COMPANIES MAKING THE SOLICITATION

THE ENCLOSED PROXY IS BEING SOLICITED BY MANAGEMENT OF THE COMPANY. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the Directors of the Company have advised that they intend to oppose any action intended to be taken by Management as set forth in this Information Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying Instrument of Proxy are Directors or Officers of the Company. A shareholder has the right to appoint a person to attend and act for him on his behalf at the Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, a shareholder shall strike out the names of the persons named in the Instrument of Proxy and insert the name of his nominee in the blank space provided, or complete another Instrument of Proxy. The completed Instrument of Proxy should be deposited with the Company’s Registrar and Transfer Agent, Computershare Trust Company of Canada (“Computershare Trust”) at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays, Sundays and holidays.

The instrument of proxy must be signed by the shareholder or by his duly authorized attorney. If signed by a duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a notarially certified copy thereof. If the shareholder is a corporation, the instrument of proxy must be signed by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power of attorney or document whereby the duly authorized officer or corporate representative derives his power, as the case may be, or a notarially certified copy thereof. The Chairman of the Meeting has discretionary authority to accept proxies which do not strictly conform to the foregoing requirements.

In addition to revocation in any other manner permitted by law, a shareholder may revoke a Proxy either by (a) signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Instrument of Proxy is required to be executed as set out in the notes to the Instrument of Proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with

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the Scrutineer at the Meeting as a Member present in person, whereupon such Proxy shall be deemed to have been revoked.

NON-REGISTERED HOLDERS

In the Notice of Annual Meeting of Shareholders, this Management Proxy Circular and the form of proxy provided, all references to shareholders are to registered shareholders. In many cases, shares beneficially owned by a shareholder are registered either in the name of an intermediary that the nonregistered shareholder deals with in respect of the shares or in the name of a clearing agency such as the Canadian Depository for Securities of which the intermediary of the non-registered shareholder is a participant.

There are two kinds of beneficial owners: those who object to their name being made known to the Company, referred to as objecting beneficial owners (“OBOs”) and those who do not object to the Company knowing who they are, referred to as non-objecting beneficial owners (“NOBOs”). The Meeting materials are being sent to both OBOs and NOBOs. In accordance with new legal requirements, the Company has decided this year to distribute copies of the Notice of Annual Meeting, Management Proxy Circular, and the enclosed form of proxy to NOBOs directly. Their name and address and information about their holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on their behalf. By choosing to send the Meeting materials to NOBOs directly, the Company has assumed responsibility for delivering these materials to them and executing their proper voting instructions. The Meeting materials for OBOs will continue to be distributed through clearing houses and intermediaries, who often use a service company such as Broadridge Financial Solutions, Inc. to forward meeting materials to non-registered shareholders.

Objecting Beneficial Owners

Intermediaries are required to forward Meeting materials to OBOs unless an OBO has waived the right to receive them. Generally, OBOs who have not waived the right to receive Meeting materials will either be given a proxy which has already been signed by the intermediary and is restricted as to the number of shares beneficially owned by the OBO but which is otherwise not completed or, more typically, be given a voting instruction form (“VIF”) which must be completed and signed by the OBO in accordance with the directions on the VIF.

Non-Objecting Beneficial Owners

The Meeting materials with a form of proxy will be forwarded to NOBOs by the Company’s transfer agent, Computershare Trust. These proxies are to be completed and returned to Broadridge in the envelope provided or by facsimile. Computershare Trust will tabulate the results of the proxies received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the proxies they receive. The purpose of these procedures is to permit non-registered shareholders to direct the voting of the shares they beneficially own.

Should a non-registered shareholder who receives either a proxy or a VIF wish to attend and vote at the Meeting 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 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 VIF, follow the instructions on the form. By doing so the non-registered shareholder is instructing the intermediary to appoint them or their designee as proxyholder.

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In any event, non-registered shareholders should carefully follow the instructions of their intermediaries and their service companies or Computershare Trust, as the case may be.

Special Arrangements for Telephone Conference Participation in Response to COVID-19

In response to the public health impact of COVID-19, and to mitigate risks to the health and safety of its shareholders, employees and local communities, Maritime is suggesting that shareholders not to attend the AGM in person. Shareholders should vote on the matters before the AGM by proxy or voting instruction form prior to the proxy cut-off on Tuesday, December 6, 2022 at 10:00 a.m. EST.

Registered shareholders and duly appointed proxy holders may participate in the AGM via conference call. Registered shareholders and duly appointed proxy holders who have properly registered prior to the AGM as outlined below will be able to ask questions of management via the conference call at the conclusion of the AGM. In order to participate in the AGM, registered shareholders and duly appointed proxy holders must register via the following link prior to the proxy cut-off at 10:00 a.m. EST on Tuesday, December 6, 2022. A dedicated conference call line has been set up for the Meeting. Once you register to participate, you will be given a call in number. In addition, Maritime will issue a press release prior to the Meeting with instructions regarding participation in the Meeting. Please note that phone networks can be busy, and it is recommended that you attempt to connect at least fifteen minutes prior to the scheduled start time of the AGM.

Registered shareholders and duly appointed proxy holders who regard their physical attendance at the AGM as essential are asked to contact Lorna MacGillivray, Corporate Secretary at (416) 304-9093 or lorna@maritimegold.com prior to 10:00 a.m. ESDT on Tuesday, December 6, 2022 so that appropriate measures can be put in place to facilitate physical distancing and other precautions to ensure the health and safety of all attendees. Maritime will follow the guidance and orders of Provincial and Federal public health authorities in that regard, including those restricting the size of public gatherings.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the shares in respect of which they are appointed and, where directions are given by the shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the Instrument of Proxy, it is intended that such shares will be voted in favour of the motions proposed to be made at the Meeting as stated under the headings in this Information Circular. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting. The enclosed Instrument of Proxy does not confer authority to vote for the election of any person as a Director of the Company other than for those persons named in this Information Circular. At the time of printing of this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On November 1, 2022, 474,258,601 common shares (the “Common Shares) without par value were issued and outstanding, each share carrying the right to one vote. At a General Meeting of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each share of which he is the holder.

Only shareholders of record on the close of business on November 1, 2022 who either personally attend the Meeting or who complete and deliver an Instrument of Proxy in the manner and subject to the provisions set

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out under the heading “Appointment and Revocation of Proxies” will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company except as follows:

Shareholder	Number of Common Shares	% of Outstanding Common Shares
Dundee Resources Limited, a wholly owned subsidiary of Dundee Corporation (“Dundee”)	Dundee and its affiliates own or control an aggregate of 93,861,919 Common Shares (Undiluted) and Warrants exercisable for the issuance of 693,000 Common Shares.1	Dundee and its affiliates own or control approximately 19.79% on an undiluted basis and approximately 20.31% on a partially diluted basis.

Notes:

• (1) The information as to Common Shares beneficially owned, or controlled or directed, directly or indirectly by Dundee and its affiliates, was disclosed publicly by Dundee in its Early Warning Report on form 62-103F1 filed on SEDAR dated April 13, 2021, as reported on SEDI and adjusted to reflect increase in the Company’s Common Shares that are issued and outstanding as of the date of this circular.

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

Other than as disclosed elsewhere in this Information Circular, none of the Directors or Senior Officers of the Company, no proposed nominee for election as a Director of the Company, none of the persons who have been Directors or Senior Officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, “informed person” means:

• (a) a director or executive officer of the Company;

• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

• (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and

• (d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than as set out below, no informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement of the Company’s last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

On September 22, 2022, the Company completed a non-brokered private placement of 74,000,000

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Common Shares at a price of $0.05 per common share for gross proceeds of $3,700,000. Dundee Resources Limited acquired 14,400,000 Common Shares on this private placement.

Based on a report on Form 62-103F1 filed on or about May 19, 2020 (the “F1”), GCIC is a wholly owned subsidiary of Dundee. DGMP is a division of GCIC. For the purposes of the F1, GCIC was deemed to be acting jointly and in concert with Dundee and therefore may not be considered to be at arm’s length to the Company. At the time of the private placement, Dundee and others related to Dundee, including DGMP, held more than 10% of the total Common Shares and therefore DGMP may not be considered to be at arm’s length to the Company.

Related Party Transactions

Effective February 1, 2019, the Company entered into a sublease for office space in Toronto, with a corporation that is related by virtue of having directors, as well as the Chief Financial Officer and Corporate Secretary in common.

For the years ended December 31, the Company was charged the following:

	2021	2020
	$	$
Rent	74,715	65,146
Office administration	4,847	5,244
	79,562	70,390

Compensation of Key Management Personnel

Key management personnel consist of the directors and executive officers of the Company. Compensation to key management personnel for services rendered were as follows for the years ended December 31:

	2021	2020
	$	$
Salaries	945,893	643,129
Directors’ fees	78,333	70,000
Share basedpayments	707,900	294,027
	1,732,126	1,007,156

At December 31, 2021, the Company included in accounts payable and accrued liabilities $26,719 of directors’ fees payable to the members of board of directors of the Company.

At December 31, 2020, the Company included in accounts payable and accrued liabilities $17,500 of directors’ fees payable to the members of board of directors of the Company.

During the year ended December 31, 2021, key management personnel consisted of John Hayes, Chairman and a Director of the Company since October 30, 2018; Mark N. J. Ashcroft and Garett Macdonald, Directors of the Company since October 30, 2018; Messrs. Nikolakakis and Yip who were elected to the Board on June 29, 2021 and Peter Mercer who had been a Director of the Company since February 15, 2012 until July 29, 2021. Effective February 1, 2019, Garett Macdonald became President and Chief Executive Officer.

Incentive Plan Awards for Directors

The significant terms of the Company’s Stock Option Plan are set out below under the heading “Particulars of Matters to be Acted Upon – Annual Approval of Stock Option Plan”.

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Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth for each non-executive director who held office during the most recently completed financial year ended December 31, 2021, all awards outstanding at the end of the most recently completed financial year, including awards granted before the two most recently completed financial years.

Name	Option-based Awards(1)	Option-based Awards(1)			Share-based Awards (2)	Share-based Awards (2)
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money **options ($)3 **	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
John Hayes	350,000 300,000 200,000 1,315,000	0.18 0.085 0.10 0.11	24-June-26 20-May-25 18-June-24 6-Dec-23	Nil 13,500 6,000 26,300	N/A	N/A	N/A
Mark N. J. Ashcroft	300,000 250,000 150,000 1,175,000	0.18 0.085 0.10 0.11	24-June-26 20-May-25 18-June-24 6-Dec-23	Nil 11,250 4,500 23,500	N/A	N/A	N/A
Nick Nikolakakis	1,000,000	0.18	29-July-26	Nil	N/A	N/A	N/A
Tom Yip	1,000,000	0.18	29-July-26	Nil	N/A	N/A	N/A
Peter Mercer	600,000 250,000 150,000 250,000 425,000 200,000 235,000	0.18 0.085 0.10 0.11 0.10 0.15 0.25	24-June-26 20-May-25 18-June-24 6-Dec-23 15-Dec-22 26-Apr-22 29-Jul-21	Nil 11,250 4,500 5,000 12,750 Nil Nil	N/A	N/A	N/A

Notes :

(1) Stock options are granted at market price on the date of grant and options granted to non-executive directors vested on the date of grant. Stock options have a nil value at the time of grant and vesting.

(2) The Company has not granted any share-based awards.

(3) Value of “in-the-money options” means the excess of the market value of the Company’s shares on December 31, 2021 over the exercise price of the options. The last trading price of the Company’s shares on the TSX Venture Exchange on December 31, 2021 was $0.13.

Incentive Plan Awards – Value Vested or Earned During the Year

During the year ended December 31, 2021, the Company granted 3,250,000 incentive stock options to Directors of the Company, who were not also Named Executive Officers during 2021.

During the most recently completed financial year end, no option-based awards were exercised by a Director.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

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executive officer or employee of the Company or any of its subsidiaries is or has been indebted to the Company or any of its subsidiaries or is or has been indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, other than routine indebtedness.

CORPORATE GOVERNANCE

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board during which time is allocated for a private discussion among the nonexecutive directors.

The Board is currently comprised of five (5) directors, of which four, John Hayes, Mark N. J. Ashcroft, Nick Nikolakakis and Tom Yip, are independent for the purposes of NI 58-101. Following their appointment to the Board effective October 30, 2018, John Hayes, Garett Macdonald and Mark N. J. Ashcroft were independent. With his appointment as President and Chief Executive Officer, effective February 1, 2019, Mr. Macdonald ceased to be independent.

Directorships

Certain of the directors and proposed directors are also directors of other reporting issuers, as follows:

Director	Other Reporting Issuer
John Hayes	Signature Resources Ltd.
Mark N. J. Ashcroft	Aurelius Minerals Inc. Moneta Porcupine Mines Inc.
Garett Macdonald	Aurelius Minerals Inc. Electra Battery Materials Corporation (formerly First Cobalt Corp.) Gungnir Resources Inc.
Nick Nikolakakis	Imperial MiningGroupLtd.
Tom Yip	P2 Gold Inc. Austin Gold Corp.

Orientation and Continuing Education

New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are generally held at the Company’s offices or by conference call and, from time to time, are combined with presentations by the Company’s management to give the directors additional insight into the Company’s business. In addition, management of the Company makes itself available for discussion with all Board members.

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Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. In December 2019, the Board adopted a formal Code of Ethics that now governs directors, officers, employees and consultants of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation Governance

The Compensation Committee is responsible for, among other things, evaluating the performance of the Company’s executive officers, determining or making recommendations to the Board with respect to the compensation of the Company’s executive officers, making recommendations to the Board with respect to director compensation, incentive compensation plans and equity-based plans, making recommendations to the Board with respect to the compensation policy for the employees of the Company or its subsidiaries and ensuring that the Company is in compliance with all legal requirements with respect to compensation disclosure. In performing its duties, the Compensation Committee has the authority to engage such advisors, including executive compensation consultants, as it considers necessary.

On July 29, 2021, Messrs. Ashcroft and Nikolakakis were appointed to the Compensation Committee. Messrs. Ashcroft and Nikolakakis were considered to be independent of management of the Company. All the members of the Compensation Committee are experienced participants in business or finance, and have sat on the board of directors of other companies, in addition to the Board of the Company.

The recommendations of the Compensation Committee are based primarily on a benchmarking analysis which compares the Company’s pay levels and compensation practices with other reporting issuers of the same size as and which are active in the same industry and/or market in which the Company competes for talent. This analysis provides valuable information that will allow the Company to make adjustments, if necessary, to attract and retain the best individuals to meet the Company’s needs and provide value to the Company’s shareholders. The Board does not have a pre-determined compensation plan. The Company does not engage in benchmarking practices and the process for determining executive compensation is at the discretion of the Compensation Committee and the Board.

The Compensation Committee has not engaged the services of independent compensation consultants to assist it in making recommendations to the Board with respect to director and executive officer compensation .

In performing its duties, the Compensation Committee has considered the implications of risks associated with the Company’s compensation policies and practices. At its present early stage of development and considering its present compensation policies, the Company currently has no compensation policies or practices that would encourage an executive officer or other individual to take inappropriate or excessive risks.

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Other Board Committees

The Board has no other committees, other than the Audit Committee and Compensation Committee.

Assessments

Due to the minimal size of the Company’s Board of Directors, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees. As the Company develops and the size of the Board increases, it is expected that a policy will be adopted to evaluate the effectiveness of the directors, the Board and its committees.

EXECUTIVE COMPENSATION

General Provisions

For the purposes of this Information Circular:

“CEO” of the Company means an individual who acted as Chief Executive Officer of the Company, or acted in a similar capacity, for any part of the two most recently completed financial years;

“CFO” of the Company means an individual who acted as Chief Financial Officer of the Company, or acted in a similar capacity, for any part of the two most recently completed financial years;

“equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 - Share-based payment of the CPA Canada Handbook;

“executive officer” of the Company means an individual who is the Chairman or Vice-Chairman of the Board, the President, a Vice-President in charge of a principal business unit, division or function including sales, finance or production, an officer of the Company or any of its subsidiaries who performed a policymaking function in respect of the Company, or any other individual who performed a policy-making function in respect of the Company;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan;

“NEO” or “named executive officer” means each of the following individuals:

• (a) a CEO;

• (b) a CFO;

• (c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;

“non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

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

“replacement grant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

“repricing” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option;

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Discussion and Analysis

As of the date of this Circular, the Company’s Compensation Committee, which is comprised of Mark N.J. Ashcroft and Nick Nikolakakis, is responsible for the compensation program for the Company’s Named Executive Officers. At the request of the Compensation Committee, other directors may, from time to time, provide recommendations to the Compensation Committee with respect to compensation for the Company’s NEOs.

The compensation program’s objectives are to:

• Attract and retain qualified and experienced executives to drive the continued development of the Company and its current and future mineral exploration assets, thereby creating shareholder value; and

• Provide executives, through research and analysis, with appropriate salaries and incentives and encourage the achievement of specific milestones with respect to the development of the Company.

Compensation for the Company’s NEOs consists of: (i) base cash salary or consulting fee; (ii) cash bonus payments for achievement of specific milestones or benchmarks; and (iii) option grants pursuant to the Company’s Stock Option Plan. The Company does not provide any additional compensation to its NEOs for serving as directors of the Company.

Summary Compensation Table

The following table provides the compensation information for the financial years ended December 31, 2021, 2020 and 2019 for each of the following executive officers of the Company: (a) the Chief Executive Officer; (b) the Chief Financial Officer; and (c) the three directors who are not executive officers, during the financial year ended December 31, 2021 (the “Named Executive Officers”).

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Table of Compensation (excluding compensation securities)

Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)	Table of Compensation (excluding compensation securities)
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees $	Value of Perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Garett Macdonald1, President, CEO and Director	2021 2020 2019	325,000 300,000 275,000	50,000 0 0	0 0 0	0 0 0	0 0 0	375,000 300,000 275,000
Germaine Coombs2, CFO2	2021 2020 2019	192,500 185,000 152,083	20,000 0 0	0 0 0	0 0 0	0 0 0	212,500 185,000 152,083
Perry Blanchard3, Vice President, Environment and Sustainability	2021 2020 2019	200,000 58,350 -	15,000 0 -	0 0 -	0 0 -	0 0 -	215,000 58,350 -
John Hayes4, Chairman and Director	2021 2020 2019	0 0 0	0 0 0	25,000 25,000 25,000	0 0 0	0 0 0	25,000 25,000 25,000
Mark N. J. Ashcroft5, Director	2021 2020 2019	0 0 0	0 0 0	24,200 25,000 25,000	0 0 0	0 0 0	24,200 25,000 25,000
Nick Nikolakakis6, Director	2021 2020 2019	0 - -	0 -	3,350 - -	0 - -	0 - -	3,350 - -
Tom Yip6, Director	2021 2020 2019	0 - -	0 - -	4,200 - -	0 - -	0 - -	4,200 - -
Peter Mercer7, Director	2021 2020 2019	0 0 0	0 0 0	16,700 20,000 20,000	0 0 0	0 0 0	16,700 20,000 20,000

Notes:

(1) Mr. Macdonald was appointed a Director effective October 30, 2018 and President and CEO effective February 1, 2019.

(2) Ms. Coombs was appointed Chief Financial Officer effective February 1, 2019.

• (3) Mr. Hayes was appointed a Director and Chairman effective October 30, 2018.

• (4) Mr. Ashcroft was appointed a Director effective October 30, 2018.

(5) Mr. Blanchard was appointed Vice President, Environment and Sustainability effective September 14, 2020.

(6) Messrs. Nikolakakis and Yip were elected Directors on July 29, 2021.

• (7) Mr. Mercer retired as a Director on June 29, 2021.

Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO and Directors by the Company in the financial year ended December 31, 2021 for services provided or to be provided, directly or indirectly, to the Company.

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		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
Garett Macdonald1 President, CEO and Director	Stock Options Underlying Common Shares % of class	800,000 800,000 3.1%	24-June-21	0.18	0.18	0.13	24-June-26
Germaine Coombs2, CFO	Stock Options Underlying Common Shares % of class	600,000 600,000 2.3%	24-June-21	0.18	0.18	0.13	24-June-26
Perry Blanchard3, Vice President, Environment and Sustainability	Stock Options Underlying Common Shares % of class	600,000 600,000 2.3%	24-June-21	0.18	0.18	0.13	24-June-26
John Hayes, Chairman and Director4	Stock Options Underlying Common Shares %	350,000 350,000 1.4%	24-June-21	0.18	0.18	0.13	24-June-26
Mark N. J. Ashcroft, Director5	Stock Options Underlying Common Shares %	250,000 250,000 1.2%	24-June-21	0.18	0.18	0.13	24-June-26
Nick Nikolakakis6, Director	Stock Options Underlying Common Shares % of class	1,000,000 1,000,000 3.9%	29-July-21	0.18	0.18	0.13	29-July-26
Tom Yip7, Director	Stock Options Underlying Common Shares % ofclass	1,000,000 1,000,000 3.9%	29-July-21	0.18	0.18	0.13	29-July-26
Peter Mercer, Director8	Stock Options Underlying Common Shares %	600,000 600,000 2.3%	24-June-21	0.18	0.18	0.13	24-June-26

• 13 -

Notes:

• (1) At December 31, 2021, Mr. Macdonald held stock options entitling him to purchase 4,475,000 Common Shares; 1,175,000 at $0.11 per share until December 6, 2023; 1,300,000 Common Shares at $0.10 per share until June 18, 2024, 1,200,000 Common Shares at $0.085 per share until May 20, 2025 and 800,000 Common Shares at $0.18 until June 24, 2026.

• (2) At December 31, 2021, Ms. Coombs held stock options entitling her to purchase 2,500,000 Common Shares; 1,000,000 Common Shares at $0.10 until June 18, 2024, 900,000 Common Shares at $0.085 per share until May 20, 2025 and 600,000 Common Shares at $0.18 per share until June 24, 2026.

• (3) At December 31, 2021, Mr. Blanchard held stock options entitling him to purchase 1,100,000 Common Shares; 500,000 Common Shares at $0.17 until September 10, 2020 and 600,000 Common Shares at $0.18 per share until June 24, 2026.

• (4) At December 31, 2021, Mr. Hayes held stock options entitling him to purchase 2,165,000 Common Shares; 1,315,000 at $0.11 per share until December 6, 2023; 200,000 Common Shares at $0.10 per share until June 18, 2024, 300,000 Common Shares at $0.085 per share until May 20, 2025 and 350,000 Common Shares at $0.18 per share until June 24, 2026.

• (5) At December 31, 2021, Mr. Ashcroft held stock options entitling him to purchase 1,825,000 Common Shares; 1,175,000 at $0.11 per share until December 6, 2023; 150,000 Common Shares at $0.10 per share until June 18, 2024, 250,000 Common Shares at $0.085 per share until May 20, 2025 and 250,000 Common Shares at $0.18 per shares until June 24, 2026.

• (6) At December 31, 2021, Mr. Nikolakakis held stock options entitling him to purchase 1,000,000 Common Shares at $0.18 per share until July 29, 2026.

• (7) At December 31, 2021, Mr. Yip held stock options entitling him to purchase 1,000,000 Common Shares at $0.18 per share until July 29, 2026.

• (8) At December 31, 2021, Mr. Mercer held stock options entitling him to purchase an aggregate of 1,875,000 Common Shares at prices ranging from $0.085 to $0.25 per share with expiry dates from April 26, 2022 to June 24, 2026.

Exercise of Compensation Securities

The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.

The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.	The following table discloses each exercise of compensation securities by NEOs and Directors during the financial year ended December 31, 2021.
	Exercise	of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

The Company does not have any share-based awards in place other than stock options.

Stock options granted to NEOs and Directors during the years ended December 31, 2021 are fully vested.

The Company’s Stock Option Plan is a 10% rolling plan which is reviewed and approved annually by shareholders at the Annual General Meeting (refer to the section under “Particulars of Matters to be Acted Upon”).

There were no re-pricings or cancellations of stock options under the Stock Option Plan or otherwise during the year ended December 31, 2021.

The Company has no pension plans that provide for payments or benefits to NEOs and Directors.

The Company also does not have any deferred compensation plans.

• 14 -

Other than as set forth in the foregoing, no director of the Company who is not an NEO has received, during the most recently completed financial year, compensation pursuant to:

• (a) any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;

• (b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or

• (c) any arrangement for the compensation of directors for services as consultants or experts.

Employment, Consulting and Management Agreements

Effective February 1, 2019, the Company entered into the agreements that contain change of control provisions with its newly appointed President and Chief Executive Officer, Chief Financial Officer and Corporate Secretary (the “2019 Employment Agreements”).

Effective September 14, 2020 the Company entered into an agreement that contains change of control provisions with its newly appointed Vice President, Vice President, Environment and Sustainability (the 2020 Employment Agreement”).

Mr. Macdonald has an employment agreement, as President and Chief Executive Officer, that provides for an annual base salary of $350,000 and provides for a severance payment of 24 months’ base salary, to be paid if there is a change of control of the Company (a “Change of Control” as defined below) and (i) within 120 days of such Change of Control, Mr. Macdonald elects to terminate his employment, or (ii) within 12 months of such Change of Control, the Company gives notice of its intention to terminate his employment for any reason other than just cause or the occurrence of certain events (“Triggering Events” as defined below) and he elects to terminate his employment. The employment agreement also provides that any stock options that would have vested during the 24-month period following a Change of Control shall vest and remain exercisable until the earlier of the expiry date of such option and 12 months following a Change of Control. Mr. Macdonald shall also be entitled to health and medical coverage for this 24-month period and will also receive a bonus in respect of these 24 months calculated at the average of the two higher bonuses paid over the last three years. Upon termination in the absence of a Change of Control, Mr. Macdonald is entitled to salary and benefits as described above for a 12-month period.

Ms. Coombs has an employment agreement, as Chief Financial Officer, that provides for an annual base salary of $200,000 and a severance payment of 24 months’ base salary, to be paid if there is a Change of Control of the Company and (i) within 120 days of such Change of Control, Ms. Coombs elects to terminate her employment, or (ii) within 12 months of such Change of Control, the Company gives notice of its intention to terminate her employment for any reason other than just cause or the occurrence of a Triggering Event and she elects to terminate her employment. The employment agreement also provides that any stock options that would have vested during the 12-month period following a Change of Control shall vest and remain exercisable until the earlier of the expiry date of such option and 12 months following a Change of Control. Ms. Coombs shall also be entitled to health and medical coverage for this 12-month period and will also receive a bonus in respect of these 12 months calculated at the average of the two higher bonuses paid over the last three years. Upon termination in the absence of a Change of Control, Ms. Coombs is entitled to salary and benefits as described above for a 12-month period.

Mr. Blanchard has an employment agreement, as Vice President, Environment and Sustainability, that provides for an annual base salary of $200,000 and a severance payment of 24 months’ base salary, to be paid if there is a Change of Control of the Company and (i) within 120 days of such Change of Control, Mr. Blanchard elects to terminate his employment, or (ii) within 12 months of such Change of Control, the Company gives notice of its intention to terminate his employment for any reason other than just cause or the occurrence of a Triggering Event and he elects to terminate his employment. The employment agreement also provides that any stock options that would have vested during the 12-month period following a Change of Control shall vest and remain exercisable until the earlier of the expiry date of such

• 15 -

option and 12 months following a Change of Control. Mr. Blanchard shall also be entitled to health and medical coverage for this 12-month period and will also receive a bonus in respect of these 12 months calculated at the average of the two higher bonuses paid over the last three years. Upon termination in the absence of a Change of Control, Mr. Blanchard is entitled to salary and benefits as described above for a 12-month period.

Ms. MacGillivray has an employment agreement, as Corporate Secretary, that provides for an annual base salary of $120,000 and a severance payment of 24 months’ base salary, to be paid if there is a Change of Control of the Company and (i) within 120 days of such Change of Control, Ms. MacGillivray elects to terminate her employment, or (ii) within 12 months of such Change of Control, the Company gives notice of its intention to terminate her employment for any reason other than just cause or the occurrence of a Triggering Event and she elects to terminate her employment. The employment agreement also provides that any stock options that would have vested during the 12-month period following a Change of Control shall vest and remain exercisable until the earlier of the expiry date of such option and 12 months following a Change of Control. Ms. MacGillivray shall also be entitled to health and medical coverage for this 12-month period and will also receive a bonus in respect of these 12 months calculated at the average of the two higher bonuses paid over the last three years. Upon termination in the absence of a Change of Control, Ms. MacGillivray is entitled to salary and benefits as described above for a 12-month period.

The 2019 Employment Agreements and the 2020 Agreement provide the following definitions of Change of Control and Triggering Events:

A “Change of Control” is generally defined in the employment agreements as (a) less than 50% of the Board being composed of (i) directors of the Company at the time the respective agreement was entered into or (ii) any director who subsequently becomes a director with the agreement of at least a majority of the members of the Board at the time the respective agreement was entered into; (b) the acquisition by any person or persons acting jointly or in concert, of 50% or more of the issued and outstanding Common Shares or the approval by shareholders of necessary resolutions required to permit such acquisition; (c) the sale by the Company of property or assets aggregating more than 50% of its consolidated assets or which generate more than 50% of its consolidated operating income or cash flow during the most recently completed financial year or during the current financial year; or (d) the Company becoming insolvent or the like.

“Triggering Events” include (a) a material adverse change in any of the officer’s duties, powers, rights, discretion, prestige, salary, benefits, perquisites or financial entitlements; (b) a material diminution of title; (c) a change in the person or body to whom the officer reports, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body; or (d) a material change in the hours during or location at which the officer is regularly required to carry out the terms of his or her employment, or a material increase in the amount of travel the officer is required to conduct on behalf of the Company as a result of the Change of Control.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company were authorized for issuance at the end of December 31, 2021.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	25,830,000	$0.12	14,065,860
Equity compensation plans not approved by securityholders	-	-	-
Total	25,830,000	$0.12	14,065,860

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company’s last completed financial year.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following.

Audit Committee Charter

The Company’s audit committee is governed by an audit committee charter, the text of which is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The Company’s audit committee consists of three directors, Tom Yip (Chairman), Nick Nikolakakis and John Hayes. As defined in NI 52-110, all of the members of the Audit Committee are considered “independent”.

A member of the audit committee is “independent” if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s board of directors, reasonably interfere with the exercise of the member’s independent judgment.

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Relevant Education and Experience

NI 52-110 provides that a member of the audit committee is considered to be “financially literate” if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexities of the issues that can reasonably be expected to be raised by the Company.

All of the members of the Company’s audit committee are considered to be “financially literate”, as that term is defined in NI 52-110.

Tom Yip has over 30 years of financial management experience in the mining industry for exploration and development companies and producers. Mr. Yip is also on the Board of P2 Gold Inc., a Vancouver-based precious metals exploration company and Austin Gold Corp., an exploration company focused on gold targets in the southwestern United States, Mr. Yip was the Chief Financial Officer of Pretium Resources Inc. from January 2015 until October 2020 and served as a director of Pretium from February 2011 to May 2015. Mr. Yip has served as Chief Financial Officer of several miners and explorers, including Silver Standard Resources Inc., International Tower Hill Mines Ltd. and Echo Bay Mines Ltd. Mr. Yip is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Commerce degree in Business Administration from the University of Alberta. He also holds the ICD.D designation from the Institute of Corporate Directors.

Nick Nikolakakis has over 27 years of corporate finance, accounting and senior management experience within the mining sector. Mr. Nikolakakis is currently Vice President Finance and Chief Financial Officer of Arizona Sonoran Copper Company Inc. Mr. Nikolakakis was Vice President, Finance and Chief Financial Officer of Battle North Gold from October 2013 until May 2021 when the Company was acquired by Evolution Mining Limited; Mr. Nikolakakis has also served as an officer or senior manager of a number of public mining companies including Rainy River Resources Ltd., Rubicon Minerals Corporation, Placer Dome Canada, Barrick Gold Corporation and North American Palladium Ltd. Mr. Nikolakakis holds an Applied Science degree in Geological Engineering from the University of Waterloo and a Master of Business Administration from the University of Western Ontario’s Ivey School of Business.

John Hayes is Chairman of the Company. Mr. Hayes is a professional geologist with over 17 years of industry experience ranging from regional surveys to advanced exploration. In addition, John has many years of capital markets experience. Mr. Hayes was Sr. Vice President of Business Development and Investor Relations for Pretium Resources from June 2019 to November 2020 and was Senior Vice President of Corporate Development at Osisko Mining Inc. from June 2016 until March 2018. Mr. Hayes was a mining analyst and Managing Director for BMO Capital Markets from 2003 until his retirement in April 2014. Mr. Hayes holds an Honours Bachelor of Science in Geology (1989) and a Master of Science in Geology from Memorial University. He also holds an MBA from Dalhousie University. He is a member (P. Geo.) of the Professional Engineers and Geoscientists of Newfoundland and Labrador.

The board of directors believes that the audit committee members have the relevant education and experience to comply with NI 52-110. Mr. Yip is Chairman of the audit committee.

Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

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

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The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

External Auditor Service Fees

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

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2021	$53,000	$0	$5,750	Nil
December 31, 2020	$30,000	$0	$3,000	Nil

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial years ended December 31, 2021, together with the Auditors’ Reports thereon, will be presented to the shareholders at the Meeting.

The audited financial statements of the Company for the financial year ended December 31, 2021, together with the Auditors’ Reports thereon, was filed on SEDAR and posted on the Company’s website on April 21, 2022 and copies were distributed to those shareholders who requested that they be provided.

FIXING NUMBER OF DIRECTORS

Management proposes that the number of directors for the Company be determined at five (5) for the ensuing year subject to such increases as may be permitted by the Articles of the Company. In the absence of instructions to the contrary the Common Shares represented by proxy will be voted for fixing the number of Directors at five (5).

ELECTION OF DIRECTORS

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a Director before then . In the absence of instructions to the contrary the Common Shares represented by proxy will, on a poll, be voted for the nominees herein listed.

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MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY THE PERSON NAMED IN THE PROXY AS NOMINEE TO VOTE THE COMMON SHARES REPRESENTED BY PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTORS.

Assuming the approval of the above resolution fixing the number of Directors at five (5), the Management nominees for the Board of Directors and information concerning them as furnished by the individual nominees are as follows:

Name, Municipality of Residence and Office Held	Principal Occupation or Employment	Date of Appointment	Holdings in Securities of the Issuer
John Hayes, Oakville, ON Chairman	Mr. Hayes is Chairman of the Company. Mr. Hayes is also a director of Signature Resources Ltd., a Canadian based gold exploration company focused in Northwestern Ontario. Mr. Hayes was Sr. Vice President of Business Development and Investor Relations for Pretium Resources from June 2019 to November 2020 and was Senior Vice President of Corporate Development at Osisko Mining Inc. from June 2016 until March 2018. Mr. Hayes was a mining analyst and Managing Director for BMO Capital Markets from 2003 until his retirement in April 2014. Mr. Hayes holds an Honours Bachelor of Science in Geology (1989) and a Master of Science in Geology from Memorial University. He also holds an MBA from Dalhousie University. He is a member (P. Geo.) of the Professional Engineers and Geoscientists of Newfoundland and Labrador.	October 30, 2018	1,233,872 Common Shares1

• 20 -

Garett Macdonald, West Lorne, ON President and Chief Executive Officer	Mr. Macdonald is President and Chief Executive Officer of the Company. Mr. Macdonald is currently a director of Electra Battery Materials Corporation (formerly First Cobalt Corp.), Aurelius Minerals and Gungnir Resources. Previously, Mr. Macdonald was Vice President of Project Development for JDS Energy and Mining from 2015 until 2018 and Vice President of Operations for Rainy River Resources Ltd. from 2009 to 2013. Mr. Macdonald is a professional mining engineer with extensive experience in project development and mine operations with senior Canadian mining firms including Suncor Energy and Placer Dome Inc. He holds a Master of Business Administration degree from Western University's Ivey Business School and a Bachelor of Engineering (Mining) from Laurentian Universityin Sudbury.	October 30, 2018	2,332,600 Common Shares2
Mark N. J. Ashcroft, Toronto, ON Director	Mr. Ashcroft is President and Chief Executive Officer of Aurelius Minerals Inc. Mr. Ashcroft is also a director of Moneta Porcupine Mines Inc., a Canadian-based gold exploration company focused in the Timmins region of Ontario Mr. Ashcroft was President and Chief Executive Officer and a Director of Stonegate Agricom Ltd. from August 2008 to September 2014. Previously, Mr. Ashcroft worked in corporate finance with a number of firms including Versant Partners LLC, Toll Cross Securities Inc., Standard Bank and Barclays plc.Mr. Ashcroft holds a Bachelor of Engineering (Mining) from Laurentian University and a Master of Science (Finance, Regulation and Risk Management) from the ISMA Centre of the Universityof Reading.	November 8, 2018	580,000 Common Shares3

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Nick Nikolakakis, Toronto, ON Director	Mr. Nikolakakis is currently Vice President Finance and Chief Financial Officer of Arizona Sonoran Copper Company Inc., an Arizonan based company involved int the development of the Cactus and Parks/Salyer copper project in Arizona. Mr. Nikolakakis is also a director of Imperial Mining Group Ltd., a Canadian-based exploration and development company focused on the advancement of its technology metals and gold properties in Québec. Mr. Nikolakakis was Vice President, Finance and Chief Financial Officer of Battle North Gold from October 2013 until May 2021 when the Company was acquired by Evolution Mining Limited; Mr. Nikolakakis has also served as an officer or senior manager of a number of public mining companies including Rainy River Resources Ltd., Rubicon Minerals Corporation, Placer Dome Canada, Barrick Gold Corporation and North American Palladium Ltd. Mr. Nikolakakis holds an Applied Science degree in Geological Engineering from the University of Waterloo and a Master of Business Administration from the University of Western Ontario’s Ivey School of Business.	July 29, 2021	Nil
Tom Yip, Highlands Ranch, CO, U.S.A. Director	Mr. Yip is also on the Board of P2 Gold Inc., a Vancouver-based precious metals exploration company and Austin Gold Corp., an exploration company focused on gold targets in the southwestern United States, Mr. Yip was the Chief Financial Officer of Pretium Resources Inc. from January 2015 until October 2020 and served as a director of Pretium from February 2011 to May 2015. Mr. Yip has served as Chief Financial Officer of several miners and explorers, including Silver Standard Resources Inc., International Tower Hill Mines Ltd. and Echo Bay Mines Ltd. Mr. Yip is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Commerce degree in Business Administration from the University of Alberta. He also holds the ICD.D designation from the Institute of Corporate Directors.	July 29, 2021	600,000

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Notes:

• (1) Mr. Hayes also holds stock options entitling him to purchase 2,165,000 Common Shares; 1,315,000 at $0.11 per share until December 6, 2023; 200,000 at $0.10 per share until June18, 2024, 300,000 at $0.085 until May 20, 2025and 350,000 at $0.18 until June 24, 2026.

• (2) Mr. Macdonald also holds stock options entitling him to purchase 4,475,000 Common Shares; 1,175,000 at $0.11 per share until December 6, 2023; 1,300,000 at $0.10 per share until June18, 2024, 1,200,000 at $0.085 until May 20, 2025 and 800,000 at $0.18 until June 24, 2026.

• (3) Mr. Ashcroft also holds stock options entitling him to purchase 1,875,000 Common Shares; 1,175,000 Common Shares at $0.11 per share until December 6, 2023; 150,000 at $0.10 per share until June18, 2024, 250,000 at $0.085 until May 20, 2025 and 300,000 at $0.18 until June 24, 2026.

• (4) Mr. Nikolakakis also holds stock options entitling him to purchase 1,000,000 Common Shares at $0.18 per share until July 29, 2026.Mr. Nikolakakis

• (5) Mr. Yip also holds stock options entitling him to purchase 1,000,000 Common Shares at $0.18 per share until July 29, 2026.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, none of the proposed directors (nor any of their personal holding companies) of the Company:

• (a) is, as at the date of this Information Circular, or has been, within the 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any corporation, including the Company, that:

• (i) was the subject of an order while that person was acting in the capacity as director, executive officer or chief financial officer; or

• (ii) was the subject of an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer in the Company which resulted from an event that occurred while that person was acting in the capacity as director, executive officer or chief financial officer;

• (b) is as at the date of this Information Circular or has been within the 10 years before the date of this Information Circular, a director or executive officer of any corporation (including the Company), that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

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

• (d) has been subject to 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

• (e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr. Nikolakakis was previously Chief Financial Officer of Rubicon Minerals Corporation (“Rubicon”). On October 20, 2016, Rubicon obtained an Initial Order from the Ontario Superior Court of Justice which granted Rubicon, and its subsidiaries, a stay of proceedings pursuant to the Companies' Creditors Arrangement Act ("CCAA"), to allow Rubicon to complete a refinancing and recapitalization transaction (the "Restructuring Transaction"). On December 20, 2016, Rubicon completed the Restructuring Transaction pursuant to a plan of compromise and arrangement under the CCAA.

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The above information was provided to the Company by the Nominees.

APPOINTMENT OF AUDITOR

Management requests that the re-appointment of Davidson & Company LLP, Chartered Accountants, of 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada V7Y 1G6 as auditor of the Company for the year ended December 31, 2022 and that the authority for the directors to fix their remuneration be ratified and confirmed. In the absence of instructions to the contrary the Common Shares represented by proxy will be voted for the re-appointment of Davidson & Company LLP, Chartered Accountants, as auditor of the Company for the year ended December 31, 2022 and that the authority for the directors to fix their remuneration.

APPROVAL OF STOCK OPTION PLAN

The Company has a Stock Option Plan pursuant to which the number of Common Shares which may be issued pursuant to options previously granted and those granted under the Plan is a maximum of 10% of the issued and outstanding Common Shares of the Company at the time of the grant. In addition, the number of Common Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued Common Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant. Based on the 474,258,601 issued and outstanding Common Shares of the Company as at November 3, 2022, options exercisable to acquire an aggregate of 47,425,860 Common Shares of the Company are currently authorized to be granted under the Plan, of which options exercisable to acquire an aggregate of 24,830,000 Common Shares of the Company have been granted.

On November 24, 2021, the TSX Venture Exchange (‘TSXV”), adopted a new policy 4.4 governing security based compensation (the “New Policy 4.4”). The changes to the policy require amendment of the Stock Option Plan to add a number of provisions, among other things, that the Company must obtain disinterested shareholder approval of amendment to stock option including extensions to stock options in addition to any decrease in the exercise price of such stock options held by individuals who are Insiders at the time of the proposed amendment, that any adjustment to stock options granted or issued (except in relation to a consolidation or share split) is subject to the prior acceptance of the TSXV and that prior written approval of the TSXV is required of any acceleration of vesting of stock options held by an Investor Relations Service Provider.

Under TSXV policy, all such rolling stock option plans which set the number of Common Shares issuable under the plan at a maximum of 10% of the issued and outstanding Common Shares must be approved and ratified by shareholders on an annual basis. Therefore, at the Meeting, shareholders will be asked to pass a resolution in substantially the following form:

“BE IT RESOLVED THAT:`

• (a) subject to TSXV acceptance, the Company’s Stock Option Plan, amended as described above to meet the new requirements of the TSXV, is approved and based on the number of Common Shares currently issued and outstanding, up to 47,425,860 Common Shares are approved for issuance upon exercise of options granted under the Plan;.

• (b) Any officer or director of the Company is hereby authorized to make any revisions to the Company’s Stock Option Plan as may be required by the TSXV without further approval of the shareholders of the Company;. Any officer or director of the Company is hereby authorized to make any revisions to the Company’s Stock Option Plan as may be required by the TSXV without further approval of the shareholders of the Company; and

• (c) any director or officer of the Company, is hereby authorized, for and on behalf of the Company, to execute and deliver such other documents and instruments and take such

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other actions as such director or officer may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents or instruments and taking of any such actions.”

The purpose of the Stock Option Plan is to allow the Company to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to ten years as determined by the Board of the Company and are required to have an exercise price no less than the closing market price of the Common Shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the TSXV. Pursuant to the Stock Option Plan, the Board may from time to time authorize the issue of options to directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Stock Option Plan contains no vesting requirements generally, but stock options granted to Investor Relations Service Providers are granted with the requisite vesting provisions in accordance with TSXV policy and the Stock Option Plan permits the Board to specify a vesting schedule in its discretion. The Plan provides that if a change of control, as defined therein, occurs, all Common Shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

The full text of the Stock Option Plan is available for viewing by request to the Company at the Company’s Registered and Records Office, Suite 3200 - 650 West Georgia Street, Vancouver, BC V6B 4P7 or to the Company’s Toronto office, Suite 1900, 110 Yonge Street, Toronto, ON M5C 1T4 and will be available for viewing at the Meeting.

The directors of the Company believe the passing of the foregoing ordinary resolution is in the best interests of the Company and recommend that shareholders of the Company vote in favour of the resolution. In the absence of instructions to the contrary, the Common Shares represented by proxy will be voted for the foregoing resolution.

RATIFICATION AND APPROVAL OF MANAGEMENT ACTIONS

Management proposes that all actions taken by management since the prior annual general meeting held on July 29, 2021 be ratified and approved at the Meeting. In the absence of instructions to the contrary the Common Shares represented by proxy will be voted for ratifying and approving all actions taken by management since the prior annual general meeting held on July 29, 2021.

OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by the Instrument of Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional Information concerning the Company is available on SEDAR at www.sedar.com. Financial Information concerning the Company is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for the financial year ended December 31, 2020, available on the Company’s website at www.maritimeresourcescorp.com

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Shareholders wishing to obtain a copy of the Company’s financial statements and Management’s Discussion and Analysis may contact the Company at Tel. (416) 365-5321 or by email at info@maritimegold.com.

BY ORDER OF THE BOARD OF DIRECTORS

“Garett Macdonald”

Garett Macdonald, President and CEO

SCHEDULE “A”

MARITIME RESOURCES CORP.

(the "Company")

AUDIT COMMITTEE CHARTER

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TABLE OF CONTENTS

Item 1.0 Purpose of the Committee........................................................................................................... 2.0 Members of the Audit Committee.............................................................................................. 3.0 Relationship with External Auditors............................................................................................... 4.0 Non-Audit Services............................................................................................................................ 5.0 Appointment of Auditors.................................................................................................................. 6.0 Evaluation of Auditors...................................................................................................................... 7.0 Remuneration of the Auditors......................................................................................................... 8.0 Termination of the Auditors............................................................................................................. 9.0 Funding of Auditing and Consulting Services............................................................................... 10.0 Role and Responsibilities of the Internal Auditor........................................................................ 11.0 Oversight of Internal Controls........................................................................................................ 12.0 Continuous Disclosure Requirements............................................................................................ 13.0 Other Auditing Matters................................................................................................................... 14.0 Annual Review.................................................................................................................................. 15.0 Independent Advisers.......................................................................................................................

Page ... 2 ... 2 .... 2 .... 3 .... 3 .... 3 .... 3 .... 4 .... 4 .... 4 .... 4 .... 4 .... 4 .... 4 .... 4

AUDIT COMMITTEE CHARTER

1.0 Purpose of the Committee

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

2.0 Members of the Audit Committee

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

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

• 2.3 At least one Member of the Audit Committee shall be "independent" as defined under MI 52-110, while the Company is in the developmental stage of its business.

3.0 Relationship with External Auditors

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

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

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

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

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4.0 Non-Audit Services

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

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

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

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

5.0 Appointment of Auditors

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

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

6.0 Evaluation of Auditors

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

7.0 Remuneration of the Auditors

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

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

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8.0 Termination of the Auditors

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

9.0 Funding of Auditing and Consulting Services

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

10.0 Role and Responsibilities of the Internal Auditor

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

11.0 Oversight of Internal Controls

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

• 11.2 The Chairman of the Audit Committee will be designated to receive any reports made under the Whistleblower Policy that the Company intends to put in place in the coming year.

12.0 Continuous Disclosure Requirements

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

13.0 Other Auditing Matters

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

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

14.0 Annual Review

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

15.0 Independent Advisers

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

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