Maritime Resources Corp. — Proxy Solicitation & Information Statement 2024

Jul 12, 2024

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3200-650 West Georgia Street, Vancouver, BC V6B 4P7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an annual general and special meeting (the “ Meeting ”) of the holders of the common shares (the “ Shareholders ”) of MARITIME RESOURCES CORP. (the “ Company ”) will be held at 82 Richmond Street East Toronto, ON M5C 1P1 on the 8[th] day of August, 2024 at 10:00 a.m. (Toronto time) for the following purposes:

1. to receive the audited financial statements of the Company for the year ended December 31, 2023, together with the auditor’s report thereon;

2. to fix the number of directors of the Company at six;

3. to elect directors of the Company for the ensuing year;

4. to appoint Davidson & Company LLP, Chartered Accountants, as the auditor of the Company for the ensuing year, and to authorize the directors of the Company to fix its remuneration;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the omnibus equity incentive plan of the Company, as more fully described in the accompanying management information circular dated July 10, 2024 (the “ Circular ”);

6. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve a consolidation (the “ Consolidation ”) of the common shares in the capital of the Company (the “ Common Shares ”) on the basis of a Consolidation ratio of up to ten (10) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share, as and when determined by the board of directors of the Company in its sole discretion, as more fully described in the accompanying Circular; and

7. to transact such other business as may be brought before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice of Annual General and Special Meeting of Shareholders is the Circular. The record date for the determination of those Shareholders entitled to receive the Notice of Annual General and Special Meeting of Shareholders and to vote at the Meeting was the close of business on Friday, June 28, 2024.

Shareholders who are unable to be present personally at the Meeting must follow the instructions on the form of proxy (“ Proxy ”) or voting instruction form (“ VIF ”). Only registered Shareholders and proxyholders may attend and vote at the Meeting. Shareholders that hold their shares with a bank, broker or financial intermediary that wish to vote at the Meeting must carefully follow the instructions provided by their intermediary. In order to be effective, proxies must be received by the Chair of the Meeting before the commencement of the Meeting or any adjournment thereof.

Time is of the essence. It is recommended that you vote by telephone or internet to ensure that your vote is received before the Meeting. To cast your vote by telephone or internet, please have your Proxy or VIF in hand and carefully follow the instructions contained therein. Your telephone or internet vote authorizes the named proxies to vote your common shares in the same manner as if you mark, sign and return your Proxy. If you

vote by telephone or internet, your vote must be received on or before 10:00 a.m. (Toronto time) on Tuesday, August 6, 2024.

A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder and on his, her or its behalf at the Meeting other than the persons designated in the enclosed Proxy (the “ Appointee ”). Such right may be exercised by inserting in the blank space provided for that purpose the name of the Appointee or by completing another proper form of proxy and, in either case, delivering the completed and executed Proxy to the Company’s transfer agent and registrar, Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 no later than two (2) business days (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment thereof.

DATED at Toronto, Ontario, this 10[th] day of July, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Garett Macdonald”

Garett Macdonald President and Chief Executive Officer

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INFORMATION CIRCULAR

Containing information as of July 10, 2024

This management information circular (the “ 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 and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of the common shares in the capital of the Company (the “ Common Shares ”) to be held on Thursday, August 8, 2024 at the time and place and for the purposes set forth in the accompanying Notice of Annual General and Special Meeting (the “ Notice ”) and at any adjournments thereof. The Circular contains financial information pertaining to the Company’s fiscal year ended December 31, 2023.

PERSONS OR COMPANIES MAKING THE SOLICITATION

THE ENCLOSED FORM OF PROXY (THE “ 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 Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying Proxy are directors and/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 Proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the Proxy and insert the name of his nominee in the blank space provided, or complete another Proxy. The completed Proxy should be deposited with the Company’s registrar and transfer agent, Computershare Trust Company of Canada (“Computershare”) 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 Proxy must be signed by the Shareholder or by his, her or its duly authorized attorney. If signed by a duly authorized attorney, the Proxy must be accompanied by the original power of attorney or a notarially certified copy thereof. If the Shareholder is a corporation, the 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 Proxy is required to be executed as set out in the notes to the 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

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day of any adjournment thereof, or (c) registering with the Scrutineer at the Meeting as a Shareholder present in person, whereupon such Proxy shall be deemed to have been revoked.

NON-REGISTERED HOLDERS

In the Notice, the Circular and the Proxy (collectively, the “ Meeting Materials ”), all references to Shareholders are to registered Shareholders. In many cases, Common Shares beneficially owned by a Shareholder are registered either in the name of an intermediary that the non-registered Shareholder deals with in respect of the Common 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: (i) those who object to their name being made known to the Company, referred to as objecting beneficial owners (“ OBOs ”); and (ii) 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 Meeting Materials 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 the Meeting Materials to them and executing their proper voting instructions. The Meeting Materials for OBOs will continue to be distributed through clearing houses and intermediaries, which 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 the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Generally, OBOs who have not waived the right to receive the Meeting Materials will either be given a Proxy which has already been signed by the intermediary and is restricted as to the number of Common 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 will be forwarded to NOBOs by the Company’s transfer agent, Computershare. VIFs are to be completed and returned to Broadridge in the envelope provided or by facsimile. Computershare 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 Common 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.

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

Registered Shareholders and duly appointed proxy holders who regard their physical attendance at the Meeting as essential are asked to contact Germaine Coombs, Corporate Secretary at (416) 270-4930 or germaine@maritimegold.com prior to 10:00 a.m. (Toronto time) on Tuesday, August 6, 2024 so that appropriate measures can be put in place to accommodate attendance in person at the Meeting.

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VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Proxy will vote the Common 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 Proxy, it is intended that such Common Shares will be voted in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular. The 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 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 Circular. At the time of printing of this Circular, the management of the Company are 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

The Company has fixed the close of business on Friday, June 28, 2024 as the record date (the “ Record Date ”) for the purposes of determining Shareholders entitled to receive notice of, and vote at, the Meeting. As at the Record Date, 595,716,319 Common Shares carrying the right to one vote per share at the Meeting were issued and outstanding. Each Shareholder present in person at the Meeting shall have one vote on a show of hands and, on a poll, each Shareholder shall have one vote for each Common Share of which he, she or it is the holder.

Only Shareholders of record on the Record Date who either personally attend the Meeting or who complete and deliver an Proxy in the manner and subject to the provisions set out under the heading “Appointment and Revocation of Proxies” will be entitled to have his, her or its Common Shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive 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 attached to the Common Shares except as follows:

Shareholder	Number of Common Shares	Percentage 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 106,986,919 Common Shares and common share purchase warrants exercisable for the issuance of 22,493,493 Common Shares.	Dundee and its affiliates own or control approximately 18% on an undiluted basis and approximately 21.7% on a partially diluted basis.

Note:

(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 on SEDI.

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

None of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive 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.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Company, no informed person (as defined herein), 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.

For the purposes of this Circular, an “ 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.

Effective February 1, 2019, the Company entered into a sub-lease for office space in Toronto, with Aurelius Minerals Inc., a corporation that is a related party of the Company by virtue of having directors, as well as the Chief Financial Officer and Corporate Secretary in common. The sub-lease terminated on May 31, 2024.

For the years ended December 31, 2023 and 2022, the Company was charged the following:

	2023	2022
	$	$
Rent	73,750	75,935
Office administration	4,565	5,794
	78,315	81,729

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, 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 of directors of the Company (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

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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 six (6) directors, of which John Hayes, Matthew Goodman, Nick Nikolakakis, Allen Palmiere and Tom Yip are “independent” for the purposes of National Instrument 52110 – Audit Committees (“ NI 52-110 ”). Garrett Macdonald is not independent by virtue of his position as President and Chief Executive Officer of the Company.

Directorships

All directors of the Company are also directors of other reporting issuers, as follows:

Director	Other Reporting Issuer
John Hayes	Signature Resources Ltd.(TSXV)
Matthew Goodman	Signature Resources Ltd.(TSXV)
Garett Macdonald	Aurelius Minerals Inc. (TSXV) Gungnir Resources Inc.(TSXV)
Nick Nikolakakis	Imperial MiningGroupLtd.(TSXV)
Allen Palmiere	Gold Resource Corporation (NYSE American) Dundee Corporation(TSX)
Tom Yip	P2 Gold Inc. (TSXV) Austin Gold Corp. (NYSE American) CopperEx Resources Corporation(TSXV)

Orientation and Continuing Education

New directors 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.

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 general 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.

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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.

Nick Nikolakakis and Allen Palmiere are the only members of the Compensation Committee. Messrs. Nikolakakis and Palmiere are considered independent. 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.

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.

Other Board Committees

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

Assessments

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

The purpose of this Statement of Executive Compensation is to provide information about the Company’s philosophy, objectives and processes regarding executive compensation. This disclosure is intended to communicate the compensation provided to the most highly compensated executive officers of the Company (the “ NEOs ” or “ Named Executive Officers ”). For the purposes of this Circular, a NEO means each of the following individuals:

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• (a) chief executive officer (“ CEO ”) of a company;

• (b) chief financial officer (“ CFO ”) of a company;

• (c) in respect of a company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

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

During the year ended December 31, 2023, the NEOs of the Company were:

• (a) Garett Macdonald, President & CEO;

• (b) Germaine Coombs, CFO; and

• (c) Perry Blanchard, Vice President, Environment and Sustainability.

Compensation Discussion and Analysis

As of the date of this Circular, the Company’s Compensation Committee, which is comprised of Nick Nikolakakis and Allen Palmiere, 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 rolling stock option plan (the “ Rolling Plan ”). The Company does not provide any additional compensation to its NEOs for serving as directors of the Company.

Rolling Stock Option Plan

The Company has adopted the Rolling Plan, which provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates (each, an “ Optionee ”), Options to purchase Common Shares, whereby the aggregate number of Common Shares reserved for issuance, together with any other Common Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed 10% percent of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis) at the time an Option is granted.

The following is a summary of the terms governing the Rolling Plan, a copy of which is attached as Schedule “B” to the Company’s management information circular dated October 26, 2023:

• The exercise price under each Option shall be not less than the Discounted Market Price (as defined in the Rolling Plan) on the Grant Date (as defined in the Rolling Plan).

• The expiry date for each Option shall not be more than ten (10) years after the Grant Date.

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• No more than five percent of the issued and outstanding Common Shares of the Company will be granted to any individual in any twelve (12) month period.

• The number of Common Shares which may be issuable under the Plan and all of the Company’s other previously established or proposed share compensation arrangements, within a one year period:

• to all Insiders (as defined in the Rolling Plan) shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at any point in time (calculated at the time of grant), unless otherwise approved by the disinterested Shareholders of the Company;

• to any one Optionee shall not exceed 5% of the total number of issued and outstanding Common Shares on a non-diluted basis (calculated at the time of grant) unless otherwise approved by the disinterested Shareholders of the Company;

• to any one Consultant (as defined in the Rolling Plan) shall not exceed 2% of the total number of issued and outstanding Common Shares on a non-diluted basis (calculated at the time of grant); and

• to all Eligible Persons (as defined in the Rolling plan) who undertake Investor Relations Activities (as defined in the Rolling Plan) shall not exceed 2% in the aggregate of the total number of issued and outstanding Common Shares on a non-diluted basis (calculated at the time of grant.

• Options issued to any Optionee retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months such that: (A) no more than 1/4 of the Options vest no sooner than three months after the Options were granted; (B) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted; (C) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and (D) no more than another 1/4 of the Options vest no sooner than 12 months after the Options were granted. There can be no acceleration of the vesting requirements applicable to stock options granted to an Optionee conducting Investor Relations Activities on behalf of the Company without the prior written approval of the Exchange.

• Disinterested shareholder approval will be required for any reduction in the exercise price of any Option or extension of an Option granted under the Rolling Plan if the Optionee is an Insider of the Company at the time of the proposed amendment.

• If an Optionee ceases to be an Eligible Person, due to his or her death or Disability (as defined in the Rolling Plan) or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire Common Shares at any time up to but not after the earlier of: (i) 365 days after the date of death or Disability; and (ii) the Expiry Date.

• If an Optionee, or in the case of a Management Company Employee or a Consultant Company (as such terms are defined in the Rolling Plan), the Optionee’s employer, ceases to be an Eligible Person as a result of termination for cause, as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of a Management Company Employee or a Consultant Company, of the Optionee’s employer, is employed or engaged; any outstanding Option held by such Optionee on the date of such termination shall be cancelled as of that date.

• If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company’s retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Options then held by the Optionee shall be exercisable to acquire Common Shares at any time up to but not after the earlier of: (i) the Expiry Date; and (ii) the date which is 90 days after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person, provided that such period is not more than one year following the termination date. All Options that have not vested shall terminate.

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Based on the 595,716,319 issued and outstanding Common Shares as of the date of the Circular, Options exercisable to acquire an aggregate of 59,571,631 Common Shares are currently authorized to be granted under the Rolling Plan, of which Options exercisable to acquire an aggregate of 20,650,000 Common Shares are outstanding as of the date of the Circular.

The Company is asking Shareholders to approve the Company’s Omnibus Equity Incentive Plan (the “ Omnibus Plan ”) approved by the Board on July 3, 2024, as set out in “ Particulars of Matters to be Acted Upon – Approval of Omnibus Equity Incentive Plan .” If the Omnibus Plan is approved by Shareholders, the Omnibus Plan will replace the Rolling Plan and will become the Company’s only plan for providing equitybased incentive compensation to eligible directors, officers, employees and consultants.

Summary Compensation Table – Named Executive Officers and Directors

The following table sets forth the compensation paid or awarded to the Company’s NEOs and directors for the Company’s financial years ended December 31, 2023 and 2022.

		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 Macdonald, President, CEO and Director(1)	2023 2022	350,000 350,000	- -	- -	- -	- -	350,000 350,000
Germaine Coombs, CFO and Corporate Secretary(2)	2023 2022	200,000 200,000	- -	- -	- -	- -	200,000 200,000
Perry Blanchard, VP, Environment and Sustainability(3)	2023 2022	200,000 200,000	- -	- -	- -	- -	200,000 200,000
John Hayes, Chairman and Director(4)	2023 2022	- -	- -	25,000 25,000	- -	- -	25,000 25,000
Mark N. J. Ashcroft, Director(6)	2023 2022	- -	- -	18,333 20,000	- -	- -	18,333 20,000
Matthew Goodman, Director(7)	2023 2022	- -	- -	1,667 -	- -	- -	1,667 -
Nick Nikolakakis, Director(5)	2023 2022	- -	- -	20,000 20,000	- -	- -	20,000 20,000
Allen Palmiere, Director(7)	2023 2022	- -	- -	1,667 -	- -	- -	1,667 -
Tom Yip, Director(5)	2023 2022	- -	- -	25,000 25,000	- -	- -	25,000 25,000

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Notes:

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

(2) Ms. Coombs was appointed as Chief Financial Officer effective as of February 1, 2019 and as Corporate Secretary effective as of November 30, 2023.

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

(4) Mr. Hayes was appointed as a director effective as of October 30, 2018.

(5) Messrs. Nikolakakis and Yip were appointed as directors effective as of July 29, 2021.

(6) Mr. Ashcroft was appointed as a director effective as of October 30, 2018 and resigned effective as of November 30, 2023.

(7) Messrs. Goodman and Palmiere were appointed as directors effective as of November 30, 2023.

Stock Options and Other Compensation Securities

The following table discloses all securities granted or issued to the directors and NEOs by the Company during the year ended December 31, 2023, for services provided, or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

			Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, 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 Macdonald President, CEO and Director(1)	Options	800,000 (3.6%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028
Germaine Coombs, CFO and Corporate Secretary(2)	Options	650,000 (3.0%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028
Perry Blanchard, Vice President, Environment and Sustainability(3)	Options	500,000 (2.3%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028
John Hayes, Chairman and Director(4)	Options	350,000 (1.6%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028
Mark N. J. Ashcroft, Director(5)	Options	300,000 (1.4%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028
Nick Nikolakakis, Director(6)	Options	300,000 (1.4%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028
Tom Yip, Director(7)	Options	300,000 (1.4%)	February 28, 2023	0.05	0.05	0.045	February 28, 2028

Notes:

(1) As at December 31, 2023, Mr. Macdonald held Options entitling him to purchase an aggregate of 4,100,000 Common Shares as follows: (i) 1,300,000 Common Shares at $0.10 per share until June 18, 2024; (ii) 1,200,000 Common Shares at $0.085 per share until May 20, 2025; (iii) 800,000 Common Shares at $0.18 per share until June 24, 2026; and (iv) 800,000 Common Shares at $0.05 per share until February 28, 2028.

(2) As at December 31, 2023, Ms. Coombs held Options entitling her to purchase an aggregate of 3,150,000 Common Shares as follows: (i) 1,000,000 Common Shares at $0.10 per share until June 18, 2024; (ii) 900,000 Common Shares at $0.085 per share until May 20, 2025; (iii) 600,000 Common Shares at $0.18 per share until June 24, 2026; and (iv) 650,000 Common Shares at $0.05 per share until February 28, 2028.

(3) As at December 31, 2023, Mr. Blanchard held Options entitling him to purchase an aggregate of 1,600,000 Common Shares as follows: (i) 500,000 Common Shares at $0.17 per share until September 10, 2025; (ii) 600,000 Common Shares at $0.18 per share until June 24, 2026; and (iii) 500,000 Common Shares at $0.05 per share until February 28, 2028.

(4) As at December 31, 2023, Mr. Hayes held Options entitling him to purchase an aggregate of 1,200,000 Common Shares as follows: (i) 200,000 Common Shares at $0.10 per share until June 18, 2024; (ii) 300,000 Common Shares at $0.085 per share until May 20, 2025; (iii) 350,000 Common Shares at $0.18 per share until June 24, 2026; and (iv) 350,000 Common Shares at $0.05 per share until February 28, 2028.

(5) As at December 31, 2023, Mr. Ashcroft held Options entitling him to purchase an aggregate of 1,000,000 Common Shares as follows: (i) 150,000 Common Shares at $0.10 per share until June 18, 2024; (ii) 250,000 Common Shares at $0.085 per share until May 20, 2025; (iii) 300,000 Common Shares at $0.18 per share until June 24, 2026; and (iv) 300,000 Common Shares at $0.05 per share until February 28, 2028.

(6) As at December 31, 2023, Mr. Nikolakakis held Options entitling him to purchase an aggregate of 1,300,000 Common Shares as follows: (i) 1,000,000 Common Shares at $0.18 per share until July 29, 2026; and (ii) 300,000 Common Shares at $0.05 per share until February 28, 2028.

(7) As at December 31, 2023, Mr. Yip held Options entitling him to purchase an aggregate of 1,300,000 Common Shares as follows: (i) 1,000,000 Common Shares at $0.18 per share until July 29, 2026; and (ii) 300,000 Common Shares at $0.05 until February 28, 2028.

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During the financial year ended December 31, 2023, none of the directors and NEOs exercised any compensation securities.

Employment, Consulting and Management Agreements

Effective February 1, 2019, the Company entered into an employment agreement with Garett Macdonald (the “ Macdonald Agreement ”). The Macdonald Agreement provides for an annual base salary of $350,000 and provides for a severance payment of 24 months’ base salary upon the occurrence of a Change of Control (as defined below) and either: (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 Triggering Events (as defined below) and he elects to terminate his employment. The Macdonald Agreement also provides that any stock options (“ 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 Options 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 he will 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 of the Macdonald Agreement in the absence of a Change of Control, Mr. Macdonald will be entitled to salary and benefits as described above for a 12 month period.

Effective February 1, 2019, the Company entered into an employment agreement with Germaine Coombs (the “ Coombs Agreement ”). The Coombs Agreement provides for an annual base salary of $200,000 and a severance payment of 24 months’ base salary upon a Change of Control and either (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 Coombs Agreement also provides that any 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 Options 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 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 of the Coombs Agreement in the absence of a Change of Control, Ms. Coombs will be entitled to salary and benefits as described above for a 12 month period.

Effective September 14, 2020, the Company entered into an employment agreement with Perry Blanchard (the “ Blanchard Agreement ”). The Blanchard Agreement 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 and either (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 Blanchard Agreement also provides that any 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 Options 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 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 of the Blanchard Agreement in the absence of a Change of Control, Mr. Blanchard will be entitled to salary and benefits as described above for a 12 month period.

A “ Change of Control ” means (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

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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 ” means (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.

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, 2023.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by securityholders	22,000,000	$0.11	32,566,632
Equity compensation plans not approved by securityholders	-	-	-
Total	22,000,000	$0.11	32,566,632

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

The charter (the “ Audit Committee Charter ”) of the Company’s Audit Committee is reproduced as Schedule “A” to this Circular.

Composition of the Audit Committee

The Company’s Audit Committee consists of three directors, Tom Yip (Chairman), Nick Nikolakakis and Matthew Goodman. In accordance with Policy 3.1 of the TSX Venture Exchange (the “ Exchange ”), the majority of the Audit Committee are not employees, Control Persons (as defined by the rules and policies of the Exchange) or officers of the Company.

All of the members of the Audit Committee are considered “independent” (as defined in NI 52-110). A member of the Audit Committee is “independent” if the member has no direct or indirect material

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relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment.

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 - Tom Yip, the Chair of the Audit Committee, has over 30 years of financial management experience in the mining industry for exploration and development companies and producers. Mr. Yip has served as Chief Financial Officer of several public miners and explorers, including most recently Pretium Resources Inc. from January 2015 until October 2020 and previously 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 - 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.

Matthew Goodman - Matthew Goodman has over 12 years of experience in capital markets and junior mining. Matthew joined Dundee Corporation in 2013 as a member of Goodman & Company, Investment Counsel, where he was responsible for evaluating strategic resource investment opportunities for Dundee Corporation and the Goodman Gold Trust. In September 2018, Mr. Goodman rejoined Goodman & Company, Investment Counsel, as an associate and, subsequently, as lead portfolio manager of the CMP and DGRC funds. Throughout Matthew’s tenure at Dundee, he has been a part of the corporate development team, overseeing Dundee’s most significant on-balance sheet assets. Matthew’s prior background includes in-field mineral exploration and equity capital markets experience. Matthew is a CFA Charterholder and holds an Honours Bachelor of Arts degree, specializing in Global Economics and Microeconomic Analysis from York University.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the most recently completed financial year of the Company has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from the application of NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions). The Company is relying upon the exemption in Section 6.1 of NI 52-110.

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External Auditor Service Fees

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(1)	Audit Related Fees(2)	Tax Fees(3)	All Other **Fees(4) **
December 31, 2023	$95,000	Nil	Nil	Nil
December 31, 2022	$49,500	Nil	Nil	Nil

Notes:

(1) "Audit Fees" include the aggregate professional fees paid to the external auditors for the audit of the annual consolidated financial statements and other annual regulatory audits and filings.

(2) "Audit-Related Fees" includes the aggregate fees paid to the external auditors for services related to the audit services, including reviewing quarterly consolidated financial statements and management's discussion thereon and conferring with the Board and Audit Committee regarding financial reporting and accounting standards.

(3) "Tax Fees" include the aggregate fees paid to external auditors for tax compliance, tax advice, tax planning and advisory services, including timely preparation of tax returns.

(4) "Other Fees" include fees other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees” above, which include the fees of the Canadian Public Accountability Board and due diligence fees.

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2023, and the auditors’ report thereon, will be received at the Meeting. The audited financial statements of the Company and the auditors’ report will be provided to each Shareholder entitled to receive a copy of the Notice and this Circular and who requests a copy of the audited financial statements and the auditors’ report thereon. The financial statements are available on the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.maritimeresourcescorp.com.

FIXING NUMBER OF DIRECTORS

Management proposes that the number of directors for the Company be fixed at six (6) for the ensuing year subject to such increases as may be permitted by the Articles of the Company. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at six for the ensuing year.

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF FIXING THE NUMBER OF DIRECTORS AT FIVE UNLESS A SHAREHOLDER HAS SPECIFIED IN HIS, HER OR ITS PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

ELECTION OF DIRECTORS

The term of office for each director is from the date of the Meeting at which he or she is elected until the annual general meeting next following or until his or her successor is elected or appointed. The Board currently consists of five directors. At the Meeting, six directors will be proposed for election. Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.

The following table sets forth certain information regarding the nominees, their place of residence, their respective positions with the Company, principal occupations or employment during the last five years, the dates on which they became directors of the Company and the approximate number of Common Shares beneficially owned by them, directly or indirectly, or over which control or direction is exercised by them as of the date of this Circular.

• 15 -

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 Shares(1)
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 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 previously served as a director of Electra Battery Materials Corporation (formerly First Cobalt Corp.) from June 2018 until May 2023. 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	3,300,100 Common Shares(2)
Matthew Goodman, Toronto, ON Director	Mr. Goodman is currently Vice President and Portfolio Manager of Goodman & Company, Investment Counsel. Mr. Goodman is also a director of Signature Resources Ltd. Mr. Goodman is a CFA Charterholder and holds an Honours Bachelor of Arts degree, specializing in Global Economics and Microeconomic Analysis from York University.	November 30, 2023	200,000 Common Shares(3)
Nick Nikolakakis, Toronto, ON Director	Mr. Nikolakakis is currently Vice President, Finance and Chief Financial Officer of Arizona Sonoran Copper Company Inc., a company involved in 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 IveySchool of Business.	July 29, 2021	Nil(4)

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Allen Palmiere, Georgetown, ON Director	Mr. Palmiere is currently President, Chief Executive Officer and a director of Gold Resource Corporation, a gold and silver producer, developer, and explorer with its operations centered on the Don David Gold Mine in Oaxaca, Mexico as well as its Back Forty Project, a development project in Michigan, USA. Mr. Palmiere currently serves as a director of Dundee Corporation since June 2019. Mr. Palmiere served as a director of Guyana Goldfields Inc. from May 2019 until August 2020 when the company was acquired by Zijin Mining Group Company Limited and also served as Interim Chief Executive Officer from July to December 2019. Mr. Palmiere’s former executive positions include HudBay Minerals Inc., Executive Chairman and Chief Executive Officer, Barplats Investments Ltd., Vice President, Chief Financial Officer, Zemex Corporation, and President and Chief Executive Officer, Breakwater Resources Ltd. Mr. Palmiere is a Chartered Professional Accountant(CPA,CA)	November 30, 2023	Nil(5)(6)
Tom Yip, Highlands Ranch, CO, U.S.A. Director	Mr. Yip currently serves on the Boards of P2 Gold Inc., a Vancouver-based precious metals exploration company, Austin Gold Corp., an exploration company focused on gold targets in the southwestern United States and CopperEx Resources Corporation, an exploration company focused on copper and gold targets in Chile and Peru. He previously served as a director of Pretium Resources Inc. from February 2011 to May 2015. Mr. Yip has served as Chief Financial Officer of several miners and explorers, including most recently Pretium Resources Inc. from January 2015 until October 2020 and previously 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 Common Shares(7)

Notes:

• (1) As of the date of this Circular, Mr. Hayes also holds Options entitling him to purchase an aggregate of 1,350,000 Common Shares as follows: (i) 300,000 Common Shares at an exercise price of $0.085 per share until May 20, 2025; (ii) 350,000 Common Shares at an exercise price of $0.18 per share until June 24, 2026; (iii) 350,000 Common Shares at an exercise price of $0.05 per share until February 28, 2028; and (iv) 350,000 Common Shares at an exercise price of $0.06 per share until June 18, 2029.

• (2) As of the date of this Circular, Mr. Macdonald also holds Options entitling him to purchase an aggregate of 3,800,000 Common Shares as follows: (i) 1,200,000 Common Shares at an exercise price of $0.085 per share until May 20, 2025; (ii) 800,000 Common Shares at an exercise price of $0.18 per share until June 24, 2026; and (iii) 800,000 Common Shares at an exercise price of $0.05 per share until February 28, 2028; and (iv) 1,000,000 Common Shares at an exercise price of $0.06 per share until June 18, 2029.

• (3) As of the date of this Circular, Mr. Goodman also holds Options entitling him to purchase an aggregate of 300,000 Common Shares at an exercise price of $0.06 per share until June 18, 2029.

• (4) As of the date of this Circular, Mr. Nikolakakis also holds Options entitling him to purchase an aggregate of 1,600,000 Common Shares as follows: (i) 1,000,000 Common Shares at an exercise price of $0.18 per share until July 29, 2026; (ii) 300,000 Common Shares at an exercise price of $0.05 per share until February, 28, 2028; and (iii) 300,000 Common Shares at an exercise price of $0.06 per share until June 18, 2029.

• (5) As of the date of this Circular, Mr. Palmiere also holds Options entitling him to purchase an aggregate of 300,000 Common Shares at an exercise price of $0.06 per share until June 18, 2029.

• (6) As of the date of this Circular, Mr. Palmiere is the President, Chief Executive Officer and Director of Gold Resource Corporation, which owns 47,000,000 Common Shares.

• (7) As of the date of this Circular, Mr. Yip also holds Options entitling him to purchase an aggregate of 1,600,000 Common Shares as follows: (i) 1,000,000 Common Shares at an exercise price of $0.18 per share until July 29, 2026; (ii) 300,000 Common Shares at an exercise price of $0.05 per share until February 28, 2028; and (iii) 300,000 Common Shares at an exercise price of $0.06 per share until June 18, 2029.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as disclosed below, none of the proposed directors of the Company:

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

• (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “ Order ”), which Order was issued while the proposed

• 17 -

director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

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

• (b) is as at the date of this Circular or has been within the 10 years before the date of this 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 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. Macdonald is currently a director of Aurelius Minerals Ltd. (“ Aurelius ”). Effective May 8, 2023, the Exchange suspended trading in the securities of Aurelius as a result of a cease trade order (the “ CTO ”) issued by the British Columbia and Ontario Securities Commissions dated May 8, 2023 for failure to financial statements, management’s discussion and analysis, CEO/CFO certifications and payment of annual and filings fees for the year ended December 31, 2022 and subsequent reporting periods. The CTO remains in place.

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 (the “ 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.

The foregoing information, not being within the knowledge of the Company, has been furnished by the proposed directors.

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF EACH OF THE PROPOSED NOMINEES UNLESS A SHAREHOLDER HAS SPECIFIED IN HIS, HER OR ITS PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF ANY PARTICULAR NOMINEE OR NOMINEES. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF SUCH NOMINEES WILL BE UNABLE TO SERVE AS DIRECTORS. HOWEVER, IF FOR ANY REASON, ANY OF THE PROPOSED NOMINEES DO NOT STAND FOR ELECTION OR ARE UNABLE TO SERVE AS SUCH, PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN HIS, HER OR ITS PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF ANY PARTICULAR NOMINEE OR NOMINEES.

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APPOINTMENT OF AUDITOR

Management proposes to re-appoint Davidson & Company LLP, Chartered Accountants (“ Davidson ”), as auditor of the Company to hold office until the next annual general meeting of Shareholders, and to authorize the directors to fix its remuneration. Davidson was appointed as auditor of the Company on December 12, 2013.

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF DAVIDSON & COMPANY LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITOR OF THE COMPANY AND THE AUTHORIZING OF THE DIRECTORS TO FIX ITS REMUNERATION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

APPROVAL OF OMNIBUS EQUITY INCENTIVE PLAN

The Company is seeking Shareholder approval to replace the Rolling Plan with the Omnibus Plan. The Board determined that it is desirable to have a wide range of incentive awards, including Options, deferred share units, restricted share units and performance share units (collectively, the “ Awards ”) to attract, retain and motivate Employees, Directors, Officers and Consultants of the Company (as such terms are defined in the Omnibus Plan). The Omnibus Plan permits the grant of Options, Deferred Share Units (“ DSUs ”), Restricted Share Units (“ RSUs ”), Performance Share Units (“ PSUs ”), and other share-based awards (“ Other ShareBased Awards ”) to eligible Participants (as defined in the Omnibus Plan). Upon approval, the Omnibus Plan shall replace the Rolling Plan and will continue to be effective until the date it is terminated by the Board in accordance with the Omnibus Plan. All Options previously granted under the Rolling Plan will be governed by the terms of the Omnibus Plan. The following summary of the Omnibus Plan is qualified in its entirety by reference to the full text of the Omnibus Plan, attached as Schedule “B” to this Circular.

Purpose

The purpose of the Omnibus Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants to reward such of those Directors, Officers, Employees and Consultants as may be granted Awards under the Omnibus Plan by the Board from time to time for their contributions toward the long term goals and success of the Company and to enable and encourage such Directors, Officers, Employees and Consultants to acquire Common Shares as long term investments and proprietary interests in the Company.

Types of Awards

The Omnibus Plan provides for the grant of Awards which may be denominated or settled in Common Shares, cash or in such other forms as provided for in the Omnibus Plan. All Awards will be evidenced by an agreement or other instrument or document (an “ Award Agreement ”).

Plan Administration

The Omnibus Plan will be administered by the Board, which may delegate its authority to any duly authorized committee of the Board (the “ Plan Administrator ”). The Plan Administrator has sole and complete authority, in its discretion, to:

• (a) determine the Persons to whom grants of Awards under the Omnibus Plan may be made;

• (b) make grants of Awards under the Omnibus Plan, whether relating to the issuance of Common Shares or otherwise (including any combination of Options, RSUs, PSUs, DSUs or Other Share-Based Awards), in such amounts, to such Participants and, subject to the provisions of the Omnibus Plan, on such terms and conditions as it determines, including, without limitation:

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• (i) the time or times at which Awards may be granted;

• (ii) the conditions under which: (A) Awards may be granted to Participants; or (B) Awards may be forfeited to the Company, including any conditions relating to the attainment of specified performance goals;

• (iii) the number of Common Shares to be covered by any Award;

• (iv) the price, if any, to be paid by a Participant in connection with the purchase of Common Shares covered by any Awards;

• (v) whether restrictions or limitations are to be imposed on the Common Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

• (vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

• (c) establish the form or forms of Award Agreements;

• (d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Omnibus Plan;

• (e) construe and interpret the Omnibus Plan and all Award Agreements;

• (f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to the Omnibus Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

• (g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Omnibus Plan.

Common Shares Available for Awards

The Omnibus Plan is a “rolling up to 10% and fixed up to 10%” Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation of the Exchange. The Omnibus Plan is a: (a) “rolling” plan pursuant to which the number of Common Shares that are issuable pursuant to the exercise of Options (including the existing Options) granted under the Omnibus Plan shall not exceed 10% of the issued and outstanding Common Shares as at the date of any Option grant; and (b) “fixed” plan under which the number of Common Shares that are issuable pursuant to all Awards other than Options granted under the Omnibus Plan and under any other security based compensation arrangement, in aggregate is a maximum of 59,571,631 Common Shares, in each case, subject to adjustment as provided in the Omnibus Plan and any subsequent amendment to the Omnibus Plan.

The aggregate number of Common Shares: (a) issued to Consultants within any one-year period, under all of the Company’s security based compensation arrangements may not exceed 2% of the Company’s total issued and outstanding Common Shares; (b) issued to any one individual within any one-year period, under all of the Company’s security based compensation arrangements may not exceed 5% of the Company’s total issued and outstanding Common Shares, unless disinterested shareholder approval has been obtained; (c) issued to Persons employed to provide investor relations services within any one-year period, under all of the Company’s security based compensation arrangements, may not exceed 2% of the Company’s total issued and outstanding Common Shares; (d) issuable to Insiders (as defined in the Omnibus Plan) (as a group) at any time under all of the Company’s security based compensation arrangements may not exceed 10% of the Company’s total issued and outstanding Common Shares, unless disinterested shareholder approval has been obtained; and (e) issued to Insiders (as a group) within any one-year period, under all of

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the Company’s security based compensation arrangements may not exceed 10% of the Company’s total issued and outstanding Common Shares, unless disinterested shareholder approval has been obtained.

Blackout Period

In the event that the Award Date (as defined in the Omnibus Plan) occurs, or an Award expires, during a Black-Out Period (as defined herein), the effective Award Date for such Award, or expiry of such Award, as the case may be, will be no later than 10 business days after the last day of the Black-Out Period, and the Market Price (as defined in the Omnibus Plan) with respect to the grant of such Award shall be calculated based on the VWAP of the five business days after the last day of the Black-Out Period. For the purposes hereof, a “ Black-Out Period ” means that period during which a trading black-out period is imposed by the Company to restrict trades in the Company’s securities by a Participant.

Description of Awards

Subject to the provisions of the Omnibus Plan and such other terms and conditions as the Plan Administrator may prescribe, including with respect to performance and vesting conditions, the Plan Administrator may, from time to time, grant the following types of Awards to any Participant.

(a) Options

An Option entitles a holder thereof to purchase a Common Share at an exercise price set at the time of the grant, such price must in all cases, unless otherwise determined by the Board, be not less than the Market Price on the relevant date. Each Option will expire on the expiry date specified in the Award Agreement (which shall not be later than the 10th anniversary of the date of grant) or, if not so specified, means the 10th anniversary of the date of grant.

Options issued to any Participant retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months such that: (A) no more than 1/4 of the Options vest no sooner than three months after the Options were granted; (B) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted; (C) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and (D) no more than another 1/4 of the Options vest no sooner than 12 months after the Options were granted. There can be no acceleration of the vesting requirements applicable to stock options granted to a Participant conducting Investor Relations Activities on behalf of the Company without the prior written approval of the Exchange. Participants conducting Investor Relations Activities shall only be permitted to receive Options.

A Participant or the Personal Representative of the Participant (as defined in the Omnibus Plan) may elect to exercise such Options on a cashless basis, which means the exercise of an Option where the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Participant to purchase the Common Shares underlying the Option and then the brokerage firm sells a sufficient number of Common Shares to cover the exercise price of the Option in order to repay the loan made to the Participant and receives an equivalent number of Common Shares from the exercise of the Options as were sold to cover the loan and the Participant then receives the balance of the Common Shares or the cash proceeds from the balance of the Common Shares.

Other than a person conducting Investor Relations Activities, a Participant or the Personal Representative of the Participant may elect to exercise an Option without payment of the aggregate exercise price of the Common Shares to be purchased pursuant to the exercise of the Option (a “ Net Exercise ”) by delivering a net exercise notice to the Plan Administrator. Upon receipt by the Plan Administrator of a net exercise notice from a Participant or Personal Representative of a Participant, the Company shall calculate and issue to such Participant or Personal Representative of such Participant that number of Common Shares as is determined by application of the following formula:

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X=[Y(A-B)]/A

Where:

X = the number of Common Shares to be issued to the Participant upon the Net Exercise

Y = the number of Common Shares underlying the Options being exercised

A = the VWAP as at the date of the net exercise notice, if such VWAP is greater than the exercise price

B = the exercise price of the Options being exercised

(b) Deferred Share Units

A DSU is a unit that vests one year or more following a grant but does not settle until a future date after the vesting, generally as established in the Award Agreement, or if not so established, then upon termination of service with the Company. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of any compensation that is to be paid in DSUs, as determined by the Plan Administrator by (b) the Market Price on the relevant date.

DSUs shall be settled on the date established in the Award Agreement; provided, however that in no event shall a DSU be settled prior to, or later than one year following, the date of the applicable Participant’s separation from service. Subject to the terms of the Omnibus Plan, and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, the Participant will redeem each vested DSU for a Common Share, a cash payment, or a combination thereof.

Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, DSUs will be credited with dividend equivalents in the form of additional DSUs as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Dividend equivalents will vest in proportion to the DSUs to which they relate and will be settled in the same manner as the DSUs.

(c) Restricted Share Units

An RSU is a unit equivalent in value to a Common Share that vests one year or more following a grant. The number of RSUs (including fractional RSUs) granted at any particular time will be calculated by dividing (a) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (b) the Market Price of a Common Share on the relevant date.

The Plan Administrator will have the sole authority to determine the settlement terms applicable to the grant of RSUs. Subject to the terms of the Omnibus Plan, and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant will redeem each vested RSU for a Common Share, a cash payment, or a combination thereof.

Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, RSUs will be credited with dividend equivalents in the form of additional RSUs as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Dividend equivalents will vest in proportion to the RSUs to which they relate and will be settled in the same manner as the RSUs.

(d) Performance Share Units

The Plan Administrator will issue performance goals prior to the date of grant to which such performance goals pertain. The performance goals may be based upon the achievement of corporate, divisional or individual goals and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the performance goals as necessary to align them with the Company’s corporate objectives, subject to any limitations set forth in an Award Agreement or other agreement with a Participant. The performance goals may include a

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threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

Each PSU will consist of a right to receive a Common Share, cash payment, or a combination thereof, upon the achievement of such performance goals during such performance periods as the Plan Administrator may establish. No PSUs issued to a Participant may vest before the date that is one year following the date they are granted.

(e) Other Share-Based Awards

Each Other Share-Based Award shall consist of a right (a) which is other than an Award or right described above, and (b) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the Omnibus Plan; provided, however, that such right will comply with applicable law. Subject to the terms of the Omnibus Plan and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards.

Effect of Termination on Awards

The following table describes the impact of certain events upon the Participants under the Omnibus Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a Participant’s employment agreement, Award Agreement or other written agreement:

Event Provisions	Provisions
Termination for cause	Forfeiture of any unexercised Option or other Award.
Resignation	Forfeiture of any unexercised Option or other Award
Termination without cause	Any Option or other Award that is not vested as of the termination date shall be cancelled. Vested Options or other Awards may be exercised at any time during the period that terminates on the earlier of: (A) the expiry date of such Award; and (B) 90 days after the termination date (or such other period as may be determined by the Board, provided such period is not more than one year following the termination date).
Death	Any Option or other Award that has not vested as of the date of the death of such Participant shall terminate. Vested Options or other Awards may be exercised at any time during the period that terminates on the earlier of: (A) the expiry date of such Award; and (B) the six month anniversary of the date of the death of the Participant.
Disability	Any Option or other Award that has not vested as of the date of the disability of such Participant shall terminate. Vested Options or other Awards may be exercised at any time during the period that terminates on the earlier of: (A) the expiry date of such Award; and (B) the six month anniversary of the date of disability of the Participant.

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Notwithstanding the foregoing, the Plan Administrator may, in its discretion, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

Except as may be set forth in an employment agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant or as set out in the Omnibus Plan, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause:

• (a) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control (as defined in the Omnibus Plan);

• (b) outstanding Awards to vest and become exercisable, realizable or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control;

• (c) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction, the Plan Administrator determines, in good faith, that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Company without payment);

• (d) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or

• (a) any combination of the foregoing. In taking any of the foregoing actions, the Plan Administrator will not be required to treat all Awards similarly in the transaction.

Notwithstanding the foregoing, and unless otherwise determined by the Plan Administrator or as set out in the Omnibus Plan, if, as a result of a Change in Control, the Common Shares will cease trading on a stock exchange, the Company may terminate all of the Awards granted under the Omnibus Plan at the time of and subject to the completion of the Change in Control by paying to each holder an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably.

Assignability

Except as required by law, the rights of a Participant under the Omnibus Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

Amendment, Suspension or Termination of the Omnibus Plan

The Plan Administrator may from time to time, without notice and without approval of the Shareholders, amend, modify, change, suspend or terminate the Omnibus Plan or any Awards granted pursuant thereunder as it, in its discretion, determines appropriate, provided, however, that: (a) no such amendment, modification, change, suspension or termination may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Omnibus Plan without the consent of the Participant, unless the

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Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or Exchange requirements; and (b) any amendment that would cause an Award held by a U.S. taxpayer to be subject to the additional tax penalty under the U.S. tax code will be null and void with respect to the U.S. taxpayer unless his or her consent is obtained.

Without limiting the generality of the foregoing, but subject to the below, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Omnibus Plan for the purposes of making:

• (a) any amendments to the general vesting provisions of each Award;

• (b) any amendment regarding the effect of termination of a participant’s employment or engagement;

• (c) any amendments to add covenants of the Company for the protection of Participants, provided that the Plan Administrator must be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants;

• (d) any amendments not inconsistent with the Omnibus Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator must be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and non-employee directors; or

• (e) any such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator must be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

Notwithstanding the foregoing and subject to any rules of the Exchange, shareholder approval will be required for any amendment, modification or change that:

• (a) increases the percentage of Common Shares reserved for issuance under the Omnibus Plan, except pursuant to the provisions in the Omnibus Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

• (b) increases or removes the 10% limits on Common Shares issuable or issued to Insiders;

• (c) reduces the exercise price of an Award, except pursuant to the provisions in the Omnibus Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

• (d) extends the term of an Award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the Participant or within five business days following the expiry of such a blackout period);

• (e) permits an Award to be exercisable beyond 10 years from its date of grant (except where an expiry date would have fallen within a blackout period);

• (f) increases or removes the non-employee director participation limits;

• (g) permits Awards to be transferred to a person;

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• (h) changes the eligible participants of the Omnibus Plan; or

• (i) deletes or reduces the range of amendments which require shareholder approval.

The Board has unanimously approved the Omnibus Plan and recommends that Shareholders vote FOR the resolution regarding the Omnibus Plan. The complete text of the resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

“WHEREAS the policies of the TSX Venture Exchange require shareholder approval for the implementation of the Omnibus Equity Incentive Plan (the “ Omnibus Plan ”) of Maritime Resources Corp. (the “ Company ”);

RESOLVED THAT:

1. the Omnibus Plan, in the form attached as Schedule “B” to the management information circular dated July 10, 2024 of the Company, is hereby authorized and approved; and

2. any one officer and director of the Company be and is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE RESOLUTION TO APPROVE THE OMNIBUS PLAN IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM. AN AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPROVAL OF THE OMNIBUS PLAN.

APPROVAL OF SHARE CONSOLIDATION

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution in the form set out below (the “ Consolidation Resolution ”) to approve a consolidation of the issued and outstanding Common Shares (the “ Share Consolidation ”) on the basis of up to ten (10) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (the “ Consolidation Ratio ”), as and when determined by the Board in its sole discretion.

In addition to the requirement that Shareholders approve the Consolidation Resolution, the ability of the Board to effect the Share Consolidation is subject to the approval of the Exchange. Notwithstanding the foregoing, even if the Consolidation Resolution is approved by Shareholders at the Meeting, the Board may elect to revoke the Consolidation Resolution and abandon the Share Consolidation without prior approval of, or notice to, Shareholders.

Principal Reasons for Effecting the Share Consolidation

The Board believes that is in the best interests of the Company to have the authority to implement the Share Consolidation for the following reasons:

• (i) Increased investor interest . A higher post-consolidation share price could help generate interest in the Company among new and existing investors. While decreasing the number of Common Shares outstanding may not, by itself, affect the marketability of the Common Shares, in practice many investors, including institutional investors and investment funds, consider low-priced shares as unduly speculative in nature and, as a matter of policy, avoid investments in such shares. As a result, a higher anticipated share price may meet investing

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guidelines for certain investors that are currently prevented under their investing guidelines from investing in the Common Shares at current price levels, and may allow such investors to leverage their investment by meeting margin eligibility requirements; where commissions are based on the number of shares traded, investors pay lower commissions to trade a fixed value of shares where the per share price is higher; and

• (ii) Improved liquidity . The aggregate potential effect of increased interest from investors and potentially lower transaction costs could ultimately improve the trading liquidity of the shares.

There can be no assurance that any increase in the market price per Common Share or improved liquidity would result from the proposed Share Consolidation.

Principal Effects of the Share Consolidation

The principal effects of the Share Consolidation would be:

• (i) Reduction in the number of Common Shares outstanding . The number of Common Shares issued and outstanding will be reduced from 595,716,319 Common Shares (as of the date of this Circular) to 59,571,631, assuming the Consolidation ratio is completed on the basis of ten (10) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share; and

• (ii) Adjustments to the outstanding options and common share purchase warrants of the Corporation . The exercise price and the number of Common Shares issuable under the Company’s outstanding Options and common share purchase warrants will be proportionately adjusted, with any fraction rounded down to the nearest whole number.

If the Consolidation Resolution is approved, the Share Consolidation would be implemented, if at all, only upon a determination by the Board that it is in the best interests of the Company at that time. In connection with any determination to implement the Share Consolidation, the Board will set the timing for such Share Consolidation, subject to receipt of all necessary regulatory approvals, including the approval of the Exchange. No further action on the part of Shareholders would be required in order for the Board to implement the Share Consolidation.

The Share Consolidation will not materially affect any Shareholder’s proportionate voting rights. Each Common Share outstanding after the Share Consolidation will be fully paid and non-assessable and will entitle the holder to one vote per Common Share.

If approved and implemented, the Share Consolidation will occur simultaneously for all the Common Shares and the Consolidation Ratio will be the same for all the Common Shares. Except for any variances attributable to fractional shares, the change in the number of issued and outstanding Common Shares that will result from the Share Consolidation will cause no change in the capital attributable to the Common Shares and will not materially affect any Shareholder’s percentage ownership in the Company, even though such ownership will be represented by a smaller number of Common Shares. Any fractional Common Shares resulting from the Share Consolidation will be rounded down to the nearest whole number and any such fractional interest will be cancelled without consideration.

Certain Risks Associated with the Share Consolidation

The effect of the Share Consolidation upon the market price of the Common Shares cannot be predicted with certainty, and the history of share consolidations for corporations similar to the Company is varied. Certain risks associated with the Share Consolidation are as follows:

The Company’s total market capitalization immediately after the proposed Share Consolidation may be lower than immediately before the proposed Share Consolidation

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There are numerous factors and contingencies that could affect the Common Share price prior to or following the Share Consolidation, including the status of the market for the Common Shares at the time, the status of the Company’s reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the Common Shares may not be sustainable at the direct arithmetic result of the Share Consolidation and may be lower.

A decline in the market price of the Common Shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of a consolidation, and liquidity could be adversely affected following such consolidation

If the Share Consolidation is implemented and the market price of the Common Shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the Common Shares will, however, also be based on the Company’s performance and other factors, which are unrelated to the number of Common Shares outstanding.

While the Board believes that a higher share price may provide the benefits described above, the Share Consolidation may not result in a share price that will attract institutional investors or investment funds. As a result, the liquidity of the Common Shares may not improve after giving effect to the Consolidation. Furthermore, the liquidity of the Common Shares could be adversely affected by the reduced number of Common Shares that would be outstanding after the Share Consolidation.

The Share Consolidation may result in some Shareholders owning “odd lots” of less than 100 Common Shares on a post-consolidation basis, which may be more difficult to sell, or require greater transaction costs per share to sell

The Share Consolidation may result in some Shareholders owning “odd lots” of less than 100 Common Shares on a post-consolidation basis. “Odd lots” may be more difficult to sell, or require greater transaction costs per Common Share to sell, than Common Shares held in “board lots” of even multiples of 100 Common Shares.

Procedure for Implementing the Share Consolidation

If the Consolidation Resolution is approved by Shareholders and the Board decides to implement the Consolidation, the Company will file the Consolidation Amendment with the Director under the Business Corporations Act (British Columbia) (the “ BCBCA ”) in the form prescribed by the BCBCA to amend the Company's Articles. The Consolidation will become effective as specified in the Consolidated Amendment and the certificate of amendment issued by the BCBCA.

Effect on Registered Holders

If the proposed Share Consolidation is approved by Shareholders and implemented, registered Shareholders will be required to exchange their share certificates representing pre-consolidation Common Shares for new share certificates representing post-consolidation Common Shares. Following the announcement by the Company of the Consolidation Ratio selected by the Board the effective date of the Share Consolidation, registered Shareholders will be provided with a letter of transmittal by the Company’s transfer agent, Computershare, to be used for the purpose of surrendering their certificates representing the then outstanding Common Shares to such transfer agent in exchange for new share certificates representing Common Shares after giving effect to the Share Consolidation. After the Share Consolidation, share certificates representing pre-consolidation Common Shares will: (i) not constitute good delivery for the purposes of trades of Common Shares post-consolidation; and (ii) be deemed for all purposes to represent the number of Common Shares to which the shareholder is entitled as a result of the Share Consolidation. No delivery of a new share certificate to a Shareholder will be made until the Shareholder surrenders its certificates representing the pre-consolidation Common Shares along with the letter of transmittal to the registrar and transfer agent of the Company in the manner detailed therein.

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Effect on Non-Registered Holders

Non-Registered Beneficial Holders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have specific procedures for processing the Share Consolidation. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

No Dissent Rights

Under the BCBCA, Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

Shareholder Approval of Consolidation Resolution

In order to be adopted, the Articles of the Company require that the Consolidation Resolution be approved by an ordinary resolution of the Shareholders, being a majority of the votes cast by Shareholders present in person or by proxy at the Meeting. The text of the Consolidation Resolution to be submitted to shareholders at the Meeting is set forth below:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION, THAT:

1. the articles of Maritime Resources Corp. (the “ Company ”) be amended to provide that:

2. (i) the authorized share capital of the Company is altered by consolidating (the “ Consolidation ”) all of the issued and outstanding common shares of the Company (the “Common Shares”) on the basis of a consolidation ratio of up to ten (10) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share, as and when determined by the board of directors in its sole discretion; and

3. (ii) any fractional Common Share arising post-Consolidation be deemed to have been tendered by its registered owner to the Company for cancellation and will be returned to the authorized but unissued share capital of the Company;

4. any director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Company may be necessary or desirable to carry out the terms of the foregoing resolutions; and

5. notwithstanding that this resolution has been duly passed by the shareholders, the directors are hereby authorized and empowered, if they decide not to proceed with this resolution, to revoke this resolution, at their sole discretion, in whole or in part at any time prior to it being given effect without further notice to, or approval of, the shareholders.”

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE CONSOLIDATION RESOLUTION IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM. AN AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPROVAL OF THE CONSOLIDATION RESOLUTION.

• 29 -

OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice. Should any other matters properly come before the Meeting, the Common Shares represented by the 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 relating to the Company is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.maritimeresourcescorp.com. Financial information is provided in the Company’s audited financial statements and Management’s Discussion and Analysis (“ MD&A ”) for the year ended December 31, 2023. In addition, copies of the Company’s annual financial statements and MD&A and this Circular may be obtained upon request to the Company by telephone at (416) 365-5321 or by email at info@maritimegold.com. The Company may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Company.

DATED at Toronto, Ontario, this 10[th] day of July, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Garett Macdonald”

Garett Macdonald President and Chief Executive Officer

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER

This Charter has been adopted by the Board of Directors of Maritime Resources Corp. (the “ Company ”) define the role of the Audit Committee (the “ Committee ”) in the oversight of the financial reporting process and the audits of the financial statements of the Company. Nothing in this Charter is intended to restrict the ability of the Board of Directors (“ Board ”) or Committee to alter or vary procedures in order to comply more fully with National Instrument 52-110 – Audit Committees or any other such requirement of the TSX Venture Exchange, as amended from time to time.

PURPOSE AND AUTHORITY OF THE COMMITTEE

The purpose of the Committee is to assist the Board to discharge its responsibilities to:

• (a) improve the quality of the Company’s financial reporting;

• (b) provide an avenue of enhanced communication between the directors and external auditors;

• (c) enhance the external auditor’s independence;

• (d) ensure the credibility and objectivity of financial reports; and

• (e) strengthen the role of the directors by facilitating in depth discussions between directors, management and external auditors.

The Committee shall have the authority to:

• (a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

• (b) set and pay the compensation for any advisors employed by the Committee;

• (c) communicate directly with the internal and external auditors; and

• (d) recommend the amendment or approval of audited and interim financial statements to the board of directors.

The members of the Committee shall ensure that the Company requires its external auditor to report directly to the Committee.

Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives information, and the accuracy of the information provided to the Company by such other persons or organizations.

COMPOSITION OF THE COMMITTEE

The Board shall appoint or re-appoint a minimum of three of its members to the Committee after each annual meeting of the shareholders of the Company. Every member of the Committee shall have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that can reasonably be expected to be raised by the Company’s financial statements, that is, be financially literate. The Committee shall be composed of a majority of independent members which requires the absence of any direct or indirect material relationship between the director and the issuer, including a commercial, charitable, industrial, banking, consulting, legal, accounting or familial relationship, or any other relationship that the board considers to be material.

CHAIR

The Board shall elect or designate one independent Committee member to act as the chair of the Committee (the “ Chair ”). The Chair shall have a sufficient level of financial knowledge and experience in dealing

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with financial issues to ensure the leadership and effectiveness of the Committee. In the Chair’s absence, the Committee may select another member to act as Chair by majority vote in order to transact business at a meeting of the Committee. The Chair shall set the agenda and lead all Committee meetings, ensure the fulfillment of the Committee’s mandate and report on Committee activities to the Board.

The Chair should play a proactive leadership role in:

• (a) ensuring the Committee has the information, resources and support with respect to its function as described in this mandate and as otherwise may be appropriate, including overseeing the operation of the Committee;

• (b) periodically reviewing and refining the Committee’s mandate, and to recommend changes to the Board as necessary;

• (c) in consultation with the Chair of the Board and Committee members establish dates for meetings and ensuring that the Committee meets at least once per quarter and otherwise as considered appropriate;

• (d) ensuring the Committee serves as an independent and objective party to monitor the Company’s financial reporting and disclosure processes, as well as to monitor the relationship between the Company and the external auditors to ensure independence; and

• (e) act as liaison and maintain communication with the Board to optimize effectiveness of the Committee, including ensuring all directors may attend meetings of the Committee and all Committee materials are available to the Board.

RESPONSIBILITIES OF THE COMMITTEE

The Committee shall be responsible for making the following recommendations to the board of directors:

• (a) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

• (b) the compensation of the external auditor; and

• (c) the amendment or approval of the audited and interim financial statements and management discussion and analysis (MD&A).

The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting. This responsibility shall include:

• (a) reviewing the audit plan with management and the external auditor;

• (b) reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgements of management that may be material to financial reporting;

• (c) questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

• (d) reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management;

• (e) reviewing audited annual financial statements, in conjunction with the report of the external auditor, and obtaining an explanation from management of all significant variances between comparative reporting periods;

• (f) reviewing the post-audit or management letter, containing the recommendations of the external auditor, and management’s response and subsequent follow up to any identified weakness;

• (g) reviewing interim unaudited financial statements before release to the public;

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• (h) reviewing all public disclosure documents containing audited or unaudited financial information before release, including any prospectus, the annual report and management’s discussion and analysis;

• (i) reviewing the evaluation of internal controls by the external auditor, together with management’s response;

• (j) reviewing the appointments of the chief financial officer and any key financial executives involved in the financial reporting process, as applicable;

• (k) reviewing annually the Charter and annually obtain approval from the board of directors; and (l) if an internal auditor is appointed, reviewing the terms of reference of the internal auditor, if any, reviewing the reports issued by the internal auditor, if any, and management’s response and subsequent follow up to any identified weaknesses and reviewing and annually approving the internal audit charter and the risk based internal audit plan.

The Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the issuer’s external auditor.

The Committee shall review the Company’s financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information.

The Committee shall review and discuss the quality and appropriateness of the Company’s accounting principles, internal controls and financial statements.

The Committee shall review and assess the adequacy of risk management policies, procedures, and processes and review updates on risks.

The Committee shall ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and shall periodically assess the adequacy of those procedures.

When there is to be a change of auditor, the Committee shall review all issues related to the change, including the information to be included in the notice of change of auditor called for under National Instrument 51-102, and the planned steps for an orderly transition.

The Committee shall review all reportable events, including disagreements, unresolved issues and consultations, as defined in National Instrument 51-102, on a routine basis, whether or not there is to be a change of auditor.

The Committee shall, as applicable, establish procedures for:

• (a) the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters, or violations to the Company’s Code of Ethics and Business Practices; and

• (b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters, or violations to the Company’s Code of Ethics and Business Practices.

As applicable, the Committee shall establish, periodically review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer.

The responsibilities outlined in this Charter are not intended to be exhaustive. Members should consider any additional areas which may require oversight when discharging their responsibilities.

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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 Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations, each of which is the responsibility of management and the Company’s external auditors.

MEETINGS OF THE COMMITTEE

Meetings of the Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly.

Opportunities shall be afforded periodically to the external auditor, the internal auditor and to members of senior management to meet separately with the Committee.

Minutes shall be kept of all meetings of the Committee. The Committee may from time to time, appoint any person who need not be a member to act as a secretary at any meeting.

The quorum for meetings shall be a majority of the members, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak to and to hear each other.

No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present.

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SCHEDULE “B”

MARITIME RESOURCES CORP.

OMNIBUS EQUITY INCENTIVE PLAN

JULY 3, 2024

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TABLE OF CONTENTS

Page

ARTICLE	1 PURPOSE .................................................................................................................................. 5
1.1	Purpose .................................................................................................................................. 5
1.2	Amendment to Predecessor Plan ........................................................................................... 5
ARTICLE	2 INTERPRETATION ................................................................................................................. 5
2.1	Definitions ............................................................................................................................. 5
2.2	Interpretation ....................................................................................................................... 14
ARTICLE	3 ADMINISTRATION ..............................................................................................................14
3.1	Administration ..................................................................................................................... 14
3.2	Delegation to Committee ..................................................................................................... 15
3.3	Determinations Binding ....................................................................................................... 16
3.4	Eligibility ............................................................................................................................. 16
3.5	Plan Administrator Requirements ........................................................................................ 16
3.6	Total Shares Subject to Awards ........................................................................................... 16
3.7	Limits on Grants of Awards ................................................................................................ 17
3.8	Award Agreements .............................................................................................................. 17
3.9	Non-transferability of Awards ............................................................................................. 18
ARTICLE	4 OPTIONS.................................................................................................................................18
4.1	Granting of Options ............................................................................................................. 18
4.2	Exercise Price ...................................................................................................................... 18
4.3	Term of Options ................................................................................................................... 18
4.4	Vesting and Exercisability ................................................................................................... 18
4.5	Payment of Exercise Price ................................................................................................... 19
4.6	Exchange Hold Period ......................................................................................................... 21
ARTICLE	5 DEFERRED SHARE UNITS .................................................................................................21
5.1	Granting of DSUs ................................................................................................................ 21
5.2	DSU Account ....................................................................................................................... 23
5.3	Vesting of DSUs .................................................................................................................. 23
5.4	Settlement of DSUs ............................................................................................................. 23
ARTICLE	6 RESTRICTED SHARE UNITS .............................................................................................24
6.1	Granting of RSUs ................................................................................................................ 24

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6.2	RSU Account ....................................................................................................................... 24
6.3	Vesting of RSUs .................................................................................................................. 24
6.4	Settlement of RSUs.............................................................................................................. 24
ARTICLE	7 PERFORMANCE SHARE UNITS ........................................................................................25
7.1	Granting of PSUs ................................................................................................................. 25
7.2	Terms of PSUs ..................................................................................................................... 25
7.3	Performance Goals............................................................................................................... 25
7.4	PSU Account ....................................................................................................................... 25
7.5	Vesting of PSUs ................................................................................................................... 26
7.6	Settlement of PSUs .............................................................................................................. 26
ARTICLE	8 OTHER SHARE-BASED AWARDS ....................................................................................26
ARTICLE	9 ADDITIONAL AWARD TERMS .........................................................................................27
9.1	Dividend Equivalents........................................................................................................... 27
9.2	Blackout Period ................................................................................................................... 27
9.3	Withholding Taxes............................................................................................................... 27
9.4	Recoupment ......................................................................................................................... 28
ARTICLE	10 TERMINATION OF EMPLOYMENT OR SERVICES ....................................................28
10.1	Termination of Employees, Consultants, Directors and Officers ........................................ 28
10.2	Discretion to Permit Acceleration ....................................................................................... 30
10.3	Participants’ Entitlement ..................................................................................................... 30
ARTICLE	11 EVENTS AFFECTING THE CORPORATION .................................................................30
11.1	General ................................................................................................................................. 30
11.2	Change in Control ................................................................................................................ 30
11.3	Reorganization of Corporation’s Capital ............................................................................. 31
11.4	Other Events Affecting the Corporation .............................................................................. 32
11.5	Immediate Acceleration of Awards ..................................................................................... 32
11.6	Issue by Corporation of Additional Shares .......................................................................... 32
11.7	Fractions .............................................................................................................................. 32
ARTICLE	12 U.S. TAXPAYERS ...............................................................................................................32
12.1	Provisions for U.S. Taxpayers ............................................................................................. 32
12.2	ISOs ..................................................................................................................................... 33
12.3	ISO Grants to 10% Shareholders ......................................................................................... 33

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12.4	$100,000 Per Year Limitation for ISOs ............................................................................... 33
12.5	Disqualifying Dispositions .................................................................................................. 33
12.6	Section 409A of the Code .................................................................................................... 33
12.7	Section 83(b) Election ......................................................................................................... 34
ARTICLE	13 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ...........................34
13.1	Amendment, Suspension, or Termination of the Plan ......................................................... 34
13.2	Shareholder Approval .......................................................................................................... 35
13.3	Disinterested Shareholder Approval .................................................................................... 35
13.4	Permitted Amendments ....................................................................................................... 36
ARTICLE	14 MISCELLANEOUS ..............................................................................................................36
14.1	Legal Requirement............................................................................................................... 36
14.2	No Other Benefit.................................................................................................................. 36
14.3	Rights of Participant ............................................................................................................ 37
14.4	Corporate Action ................................................................................................................. 37
14.5	Conflict ................................................................................................................................ 37
14.6	Anti-Hedging Policy ............................................................................................................ 37
14.7	Participant Information ........................................................................................................ 37
14.8	Participation in the Plan ....................................................................................................... 37
14.9	International Participants ..................................................................................................... 38
14.10	Successors and Assigns ....................................................................................................... 38
14.11	General Restrictions on Assignment.................................................................................... 38
14.12	Severability .......................................................................................................................... 38
14.13	Notices ................................................................................................................................. 38
14.14	Effective Date ...................................................................................................................... 38
14.15	Governing Law .................................................................................................................... 38
14.16	Submission to Jurisdiction ................................................................................................... 39
SCHEDULE “A” ..........................................................................................................................................40
SCHEDULE “B” ..........................................................................................................................................41
SCHEDULE “C” ..........................................................................................................................................43
SCHEDULE “D” ..........................................................................................................................................44
SCHEDULE “E” ...........................................................................................................................................45

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MARITIME RESOURCES CORP.

Omnibus Equity Incentive Plan

ARTICLE 1 PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants, to reward such of those Directors, Officers, Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

1.2 Amendment to Predecessor Plan

This Plan constitutes an amendment to and restatement of the Corporation’s Rolling Stock Option Plan approved by shareholders of the Corporation on November 30, 2023 (the “ Predecessor Plan ”). All outstanding stock options granted under the Predecessor Plan (the “ Predecessor Options ”) shall continue to be outstanding as stock options granted under and subject to the terms of this Plan, provided however that if the terms of this Plan adversely alter the terms or conditions, or impair any right of, an Option holder pursuant to any Predecessor Option, and such Option holder has not otherwise consented thereto, the applicable terms of the Predecessor Plan shall continue to apply for the benefit of such Option holder.

ARTICLE 2 INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“ Affiliate ” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 — Prospectus Exemptions, as amended from time to time;

“ Award ” means any Option, Deferred Share Unit, Restricted Share Unit, Performance Share Unit or Other Share-Based Award granted under this Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein;

“ Award Agreement ” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, and evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements;

“ Award Date ” means the date on which an Award is granted to a Participant;

“ BCBCA ” means the Business Corporations Act (British Columbia);

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“ Black-Out Period ” has the meaning set forth in Section 9.2;

“ Board ” means the board of directors of the Corporation as it may be constituted from time to time;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto and the City of Vancouver are open for commercial business during normal banking hours;

“ Canadian Taxpayer ” means a Participant that is resident in Canada for purposes of the Tax Act;

“ Cash Fees ” has the meaning set forth in Section 5.1(a);

“ Cashless Exercise ” has the meaning ascribed to such term in Section 4.50;

“ Cause ” means, with respect to:

• (a) a particular Employee: (1) “cause” as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee; (2) in the event there is no written or other applicable employment agreement between the Employee and the Corporation or a subsidiary of the Corporation or “cause” is not defined in such agreement, “cause” as such term is defined in the Award Agreement; or (3) in the event neither clause (1) nor (2) apply, then “cause” as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual’s employment without notice or pay in lieu thereof;

• (b) in the case of a Consultant (1) the occurrence of any event which, under the written consulting agreement with the Consultant or the common law or the laws of the jurisdiction in which the Consultant provides services, gives the Corporation or any of its Affiliates the right to immediately terminate the consulting agreement; or (2) the termination of the consulting agreement as a result of an order made by any Regulatory Authority having jurisdiction to so order;

• (c) in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be qualified to act as a Director pursuant to the section 124 of the BCBCA; (2) a resolution having been passed by the shareholders pursuant to section 128 of the BCBCA, or (3) an order made by any Regulatory Authority having jurisdiction to so order; or

• (d) in the case of an Officer, (1) cause as such term is defined in the written employment or consulting agreement with the Officer or if there is no written employment agreement or consulting agreement or cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Officer provides services; or (2) ceasing to be an Officer as a result of an order made by any Regulatory Authority having jurisdiction to so order.

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“ Change in Control ” means the occurrence of any one or more of the following events:

• (a) any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or a wholly-owned subsidiary of the Corporation) hereafter acquires the direct or indirect beneficial ownership of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a takeover bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

• (b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a wholly-owned subsidiary of the Corporation;

• (c) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one or more Persons which were whollyowned subsidiaries of the Corporation prior to such event;

• (d) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned subsidiary of the Corporation);

• (e) any other event which the Board determines to constitute a change in control of the Corporation; or

• (f) individuals who comprise the Board as of the last annual meeting of shareholders of the Corporation (the “ Incumbent Board ”) for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board;

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred pursuant to clauses (a), (b), (c) or (d) above if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the

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entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ Non-Qualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing: (i) for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code; and (ii) to the extent that “Change in Control”, “Change of Control” or any other similar such concept is set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, a “Change in Control” for the purposes of the Plan shall be deemed to occur with respect to the Awards of the applicable Participant if the terms and conditions of the “Change in Control”, “Change of Control” or any other similar such concept have been met for the purposes of that employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time;

“ Committee ” has the meaning set forth in Section 3.2;

“ Consultant ” has the meaning given to that term in National Instrument 45-106 — Prospectus Exemptions, as amended from time to time , and for the purposes of the Plan includes consultants of the Corporation and any of its affiliates, as well as consultant companies of the Corporation and any of its affiliates;

“ Control ” means:

• (a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

• (b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs

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of the partnership, limited partnership, trust or joint venture; and

• (c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“ Corporation ” means Maritime Resources Corp.;

“ Deferred Share Unit ” or “ DSU ” means any right granted under Article 5 of this Plan;

“ Director ” means a director of the Corporation who is not an Employee;

“ Director Fees ” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

“ Disabled ” or “ Disability ” means, in respect of a Participant, suffering from a state of mental or physical disability, illness or disease that prevents the Participant from carrying out his or her normal duties as an Employee for a continuous period of six months or for any period of six months in any consecutive twelve month period, as certified by two medical doctors or as otherwise determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

“ Effective Date ” means the effective date of this Plan, being July 3, 2024;

“ Elected Amount ” has the meaning set forth in Section 5.1(a);

“ Electing Person ” means a Participant who is, on the applicable Election Date, a Director;

“ Election Date ” means the date on which the Electing Person files an Election Notice in accordance with Section 5.1(b);

“ Election Notice ” has the meaning set forth in Section 5.1(b);

“ Employee ” means an individual who:

• (a) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

• (b) works full-time or part-time on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary, and, for greater certainty, includes any Executive Chairman of the Corporation;

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“ Exchange ” means the TSX Venture Exchange and any other exchange on which the Shares are or may be listed from time to time;

“ Exchange Hold Period ” has the meaning assigned by Policy 1.1 of the rules and policies of the Exchange, as amended from time to time;

“ Exercise Notice ” means a notice in writing in the form attached hereto as Schedule “A”, signed by a Participant and stating the Participant’s intention to exercise a particular Option;

“ Exercise Price ” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

“ Expiry Date ” means the expiry date specified in the Award Agreement (which shall not be later than the 10th anniversary of the Award Date) or, if not so specified, means the 10th anniversary of the Award Date;

“ Insider ” has the meaning assigned by Policy 1.1 of the rules and policies of the Exchange, as amended from time to time;

“ Investor Relations Activities ” has the meaning assigned by Policy 1.1 of the rules and policies of the Exchange, as amended from time to time;

“ Management Corporation Employee ” means an individual employed by a Person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities;

“ Market Price ” of the Shares for a relevant date shall be determined as follows:

• (a) for each organized trading facility on which the Shares are listed, Market Price shall be the closing trading price of the Shares on such facility on the last trading date immediately preceding the relevant date;

• (b) if the Shares are listed on more than one organized trading facility, then Market Price shall be the greater of the Market Prices determined for each organized trading facility on which those Shares are listed as determined for each organized trading facility in accordance with (a) above;

• (c) if the Shares are listed on one or more organized trading facility but have not traded during the 10 trading day period immediately preceding the relevant date, then the Market Price shall be, subject to the necessary approvals of the applicable Regulatory Authority, such value as is determined by resolution of the Board; and

• (d) if the Shares are not listed on any organized trading facility, then the Market Price shall be, subject to the necessary approvals of the applicable Regulatory Authority, the fair market value of the Shares on the relevant date as determined by the Board in its discretion,

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provided that, for so long as the Shares are listed and posted for trading on the Exchange, the Market Price shall not be less than the market price, as calculated under the policies of the Exchange;

“ Net Exercise ” has the meaning ascribed to such term in Section 4.5(c);

“ Net Exercise Notice ” means the notice respecting the exercise of an Option on a net basis, in the form, set out as Schedule “B” hereto, duly executed by the Participant;

“ Officer ” means an officer of the Corporation or Management Corporation Employee and for the purposes of the Plan includes officers of the Corporation and Management Corporation Employees and any Related Entity of the Corporation;

“ Option ” means an option to purchase Shares from treasury granted by the Corporation to a Participant, subject to the provisions contained herein;

“ Option Shares ” means Shares issuable by the Corporation upon the exercise of outstanding Options;

“ Other Share-Based Award ” means any right granted under Article 8;

“ Participant ” means an Employee, Consultant, Officer or Director to whom an Award has been granted under this Plan;

“ Participant’s Employer ” means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant’s Employer;

“ Performance Goals ” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

“ Performance Share Unit ” or “ PSU ” means any right granted under Article 7 of this Plan;

“ Person ” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“ Personal Representative ” means:

• (a) in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and

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• (b) in the case of a Participant who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Participant.

“ Plan ” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

“ Plan Administrator ” means the Board or, to the extent that the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

“ Predecessor Options ” has the meaning set forth in Section 1.2;

“ Predecessor Plan ” has the meaning set forth in Section 1.2;

“ Promoter ” has the meaning assigned by Policy 1.1 of the rules and policies of the Exchange, as amended from time to time;

“ Regulatory Authority ” means any stock exchange, inter-dealer quotation network and other organized trading facility on which the Shares are listed and any securities commissions or similar securities regulatory body having jurisdiction over the Corporation;

“ Related Entity ” has the meaning given to that term in National Instrument 45-106 — Prospectus Exemptions, as amended from time to time;

“ Restricted Share Unit ” or “ RSU ” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

“ Section 409A of the Code ” means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

“ Security Based Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees, Consultants and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

“ Share ” means one common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 11 , such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

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“ subsidiary ” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary, provided that, in the case of a Canadian Taxpayer, the issuer is related (for purposes of the Tax Act) to the Corporation;

“ Tax Act ” means the Income Tax Act (Canada);

“ Termination Date ” means:

• (a) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation in a written employment agreement, or other written agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no written employment agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which an Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Employee, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Employee;

• (b) in the case of a Consultant whose consulting agreement or arrangement with the Corporation or a subsidiary of the Corporation, as the case may be, terminates, the date that is designated by the Corporation or the subsidiary of the Corporation (as the case may be), as the date on which the Consultant’s consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Consultant of the Consultant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and “Termination Date” specifically does not mean the date on which any period of notice of termination that the Corporation or the subsidiary of the Corporation (as the case may be) may be required to provide to the Consultant under the terms of the consulting agreement or arrangement expires; or

• (c) in the case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a “separation from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.

“ U.S. ” means the United States of America;

“ U.S. Taxpayer ” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws; and

“ VWAP ” mean the volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the applicable date.

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2.2 Interpretation

• (a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

• (b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

• (c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

• (d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

• (e) Unless otherwise specified, all references to money amounts are to Canadian currency.

• (f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

• (a) determine the Persons to whom grants of Awards under the Plan may be made;

• (b) make grants of Awards under the Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options, Deferred Share Units, Restricted Share Units, Performance Share Units or Other Share-Based Awards), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

• (i) the time or times at which Awards may be granted;

• (ii) the conditions under which:

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• (A) Awards may be granted to Participants; or

• (B) Awards may be forfeited to the Corporation,

including any conditions relating to the attainment of specified Performance Goals;

• (iii) the number of Shares to be covered by any Award;

• (iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

• (v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

• (vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

• (c)

• establish the form or forms of Award Agreements;

• (d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;

• (e) construe and interpret this Plan and all Award Agreements;

• (f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to subplans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

• (g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

• (a) The initial Plan Administrator shall be the Board.

• (b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the “ Committee ”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

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3.3 Determinations Binding

Except as may be otherwise set forth in any written employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and all subsidiaries of the Corporation, the affected Participant(s), their respective legal and personal representatives and all other Persons.

3.4 Eligibility

All Employees, Consultants, Directors and Officers are eligible to participate in the Plan, subject to Section 10.1(e). Participation in the Plan is voluntary and eligibility to participate does not confer upon any Employee, Consultant, Director or Officer any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant, Director or Officer is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator. The Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant, Director or Officer, as applicable.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

• (a) The Plan is a “rolling up to 10% and fixed up to 10%” Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation of the Exchange. The Plan is a: (a) “rolling” plan pursuant to which the number of Shares that are issuable pursuant to the exercise of Options (including the Predecessor Options) granted hereunder shall not exceed 10% of the issued and outstanding Shares as at the date of any Option grant; and (b) “fixed” plan under which the number of Shares that are issuable pursuant to all Awards other than Options granted hereunder and under any other Security Based Compensation Arrangement, in aggregate is a maximum of 59,571,631 Shares, in each case, subject to adjustment as provided in Article 11 and any subsequent amendment to this Plan.

• (b) To the extent the Shares are no longer listed on the Exchange, and subject to any additional and applicable approval by other stock exchange on which the Shares are then listed, the limits set forth in Section 3.6(a) shall no longer be applicable.

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• (c) To the extent any Awards (or portion(s) thereof) under this Plan are terminated or are cancelled for any reason prior to exercise in full, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan. To the extent any Options (or portion(s) thereof) under this Plan are exercised, any Shares subject to such Options (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Options granted under this Plan.

• (d) Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan, the aggregate number of Shares issuable at any time under all Security Based Compensation Arrangements:

• (a) awarded in a one-year period to any one Consultant shall not exceed 2% of the issued and outstanding Shares (calculated at the time of award);

• (b) awarded in a one-year period to any one Participant (other than a Consultant) shall not exceed 5% of the issued and outstanding Shares (calculated at the time of award), unless disinterested shareholder approval has been obtained;

• (c) awarded in a one-year period to Persons employed to provide Investor Relations Activities services shall not exceed 2% of the issued and outstanding Shares (calculated at the time of award). For greater certainty, a Person conducting Investor Relations Activities shall only be entitled to receive Options as a form of Award under the Plan;

• (d) awarded to Insiders (as a group) in a one-year period shall not exceed 10% of the issued and outstanding Shares (calculated at the time of award), unless disinterested shareholder approval has been obtained; or

• (e) awarded to Insiders (as a group) shall not exceed 10% of the issued and outstanding Shares at any point in time (calculated at the time of award), unless disinterested shareholder approval has been obtained,

provided that the acquisition of Shares by the Corporation for cancellation shall not constitute noncompliance with this Section 3.7 for any Awards outstanding prior to such purchase of Shares for cancellation.

3.8 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be

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subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, any Award Agreement to a Participant granted an Award pursuant to this Plan.

3.9 Non-transferability of Awards

Except as permitted by the Plan Administrator, and to the extent that certain rights may pass to a beneficiary or legal representative upon the death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases, unless otherwise determined by the Board, be not less than the Market Price on the relevant date; provided that under no circumstances may the Exercise Price be less than that permitted under the policies of the Exchange.

4.3 Term of Options

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

4.4 Vesting and Exercisability

• (a) The Plan Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Options granted to the Participant. The Plan Administrator may set vesting criteria based upon the achievement of Corporation-wide, business unit, or individual goals (including, but not limited to, continued employment or service, achievement of a liquidity event as defined in the Award Agreement), or any other basis determined by the Plan Administrator in its discretion. The Plan Administrator may provide for Options to vest at one time or from time to time, periodically or otherwise, in such number or percentage as the Plan Administrator determines. If the application of vesting causes the Option to become exercisable with respect to a fractional Share, such Share shall be rounded down to the nearest whole Share.

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• (b) Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option or instalment may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any instalment of any Option becomes exercisable.

• (c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

• (d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

• (e) Options issued to any Person retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months such that: (A) no more than 1/4 of the Options vest no sooner than three months after the Options were granted; (B) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted; (C) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and (D) no more than another 1/4 of the Options vest no sooner than 12 months after the Options were granted.

4.5 Payment of Exercise Price

• (a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. Except as otherwise provided below, payment of the Exercise Price for the number of Shares being purchased pursuant to any Option shall be made (i) in cash, by cheque or in cash equivalent; (ii) if permitted by the Plan Administrator, applicable law and Exchange policies, by means of a Cashless Exercise (as defined herein), a Net Exercise (as defined herein), or by such other consideration as may be approved by the Plan Administrator from time to time to the extent permitted by applicable law and Exchange policies, or (iii) by any combination thereof. The Plan Administrator may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the Exercise Price or which otherwise restrict one or more forms of consideration.

• (b) Subject to the Corporation having established a program or procedure pursuant to this Section 4.50, a Participant or the Personal Representative of the Participant may elect to exercise such Options on a cashless basis (a “ Cashless Exercise ”). A

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“Cashless Exercise” means the exercise of an Option where the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Participant to purchase the Shares underlying the Option and then the brokerage firm sells a sufficient number of Shares to cover the exercise price of the Option in order to repay the loan made to the Participant and receives an equivalent number of Shares from the exercise of the Options as were sold to cover the loan and the Participant then receives the balance of the Shares or the cash proceeds from the balance of the Shares. Pursuant to a Cashless Exercise, a Participant shall deliver a properly executed Exercise Notice together with irrevocable instructions to a broker providing for assignment to the Corporation of the proceeds of a sale or loan with respect to some or all of the Shares being acquired upon the exercise of the Option. The Corporation reserves the right, in the Corporation’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Corporation notwithstanding that such program or procedures may be available to other Participants.

• (c) Other than a Person conducting Investor Relations Activities, a Participant or the Personal Representative of the Participant may elect to exercise an Option without payment of the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option (a “ Net Exercise ”) by delivering a Net Exercise Notice to the Plan Administrator. Upon receipt by the Plan Administrator of a Net Exercise Notice from a Participant or Personal Representative of a Participant, the Corporation shall calculate and issue to such Participant or Personal Representative of such Participant that number of Shares as is determined by application of the following formula:

X=[Y(A-B)]/A

Where:

• X = the number of Shares to be issued to the Participant upon the Net Exercise

• Y = the number of Shares underlying the Options being exercised

• A = the VWAP as at the date of the Net Exercise Notice, if such VWAP is greater than the Exercise Price

• B = the Exercise Price of the Options being exercised

The Corporation may, but is not obligated to accept, any Net Exercise of which it receives notice. If the Corporation does accept such Net Exercise, no fractional Shares will be issued to any Participant or the Personal Representative of the Participant electing a Net Exercise. If the number of Shares to be issued to the Participant in the event of a Net Exercise would otherwise include a fraction of a Share, the Corporation will pay a cash amount to such Participant equal to (i) the

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fraction of a Share otherwise issuable multiplied by (ii) the value attributed to “A” in the formula set out above.

• (d) Unless otherwise required by applicable laws, or as determined in the discretion of the Board or the Plan Administrator, the Exercise Price for Options shall be designated in Canadian dollars. A foreign Participant may be required to provide evidence that any currency used to pay the Exercise Price of any Option was acquired and taken out of the jurisdiction in which the Participant resides in accordance with applicable laws, including foreign exchange control laws and regulations. In the event the Exercise Price for an Option is paid in another foreign currency, if permitted by the Plan Administrator, the amount payable will be determined by conversion from Canadian dollars at the exchange rate as selected by the Plan Administrator on the date of exercise. For Participants subject to United States income tax, such conversion shall be determined in a manner which does not result in any adverse tax consequences to the Participant pursuant to Section 409A of the Code.

4.6 Exchange Hold Period

Options granted to the following Persons will be subject to an Exchange Hold Period and shall be legended accordingly: (i) Insiders, Promoters, and Consultants of the Corporation; and (ii) Participants with an Exercise Price that is less than the applicable Market Price.

ARTICLE 5 DEFERRED SHARE UNITS

5.1 Granting of DSUs

• (a) The Plan Administrator may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, subject to the approval of the Plan Administrator, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 5.1(b) to participate in the grant of additional DSUs pursuant to this Article 5. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 5 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “ Elected Amount ” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the “ Cash Fees ”).

• (b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Schedule “C” hereto (the “ Election Notice ”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31 in the year prior to the year to which such election is to apply; and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Taxpayer as of the Effective Date of this Plan, an initial Election Notice may be filed by the

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date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and, in the case of a newly appointed Electing Person who is a U.S. Taxpayer, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

• (c) Subject to Section 5.1(d), the election of an Electing Person under Section 5.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.

• (d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Schedule “D” hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with Section 5.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 5, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule “D” is delivered.

• (e) Any DSUs granted pursuant to this Article 5 prior to the delivery of a termination notice pursuant to Section 5.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

• (f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Award Date.

• (g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

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5.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the relevant date. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

5.3 Vesting of DSUs

Except as provided in Sections 10.1 and 11.2, no DSUs issued to a Participant may vest before the date that is one year following the date they are granted. Notwithstanding the foregoing, the Plan Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of DSUs that will be paid out to the Participant. The Plan Administrator may set vesting criteria based upon the achievement of Corporation-wide, business unit, or individual goals (including, but not limited to, continued employment or service, achievement of a liquidity event as defined in the Award Agreement), or any other basis determined by the Plan Administrator in its discretion.

5.4 Settlement of DSUs

• (a) DSUs shall be settled on the date established in the Award Agreement; provided, however that in no event shall an Award in the form of a DSU be settled prior to, or later than one (1) year following, the date of the applicable Participant’s separation from service. In the case of a Participant (other than a Canadian Participant), in no event shall an Award in the form of a DSU be settled later than three (3) years following the date of the applicable Participant’s separation from service. If the Award Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the date of separation from service, subject to the delay that may be required under Section 12.6(d) below in the case of a U.S. Participant. Subject to Section 12.6(d) below in the case of a U.S. Participant, and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, the Participant shall redeem each vested DSU for:

• (i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or

• (ii) a cash payment, or

• (iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its sole discretion.

• (b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

• (c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

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ARTICLE 6 RESTRICTED SHARE UNITS

6.1 Granting of RSUs

• (a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.

• (b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Share on the relevant date.

6.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Award Date.

6.3 Vesting of RSUs

Except as provided in Sections 10.1 and 11.2, no RSUs issued to a Participant may vest before the date that is one year following the date they are granted. Notwithstanding the foregoing, the Plan Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. The Plan Administrator may set vesting criteria based upon the achievement of Corporation-wide, business unit, or individual goals (including, but not limited to, continued employment or service, achievement of a liquidity event as defined in the Award Agreement), or any other basis determined by the Plan Administrator in its discretion.

6.4 Settlement of RSUs

• (a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs. Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant shall redeem each vested RSU for:

• (i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or

• (ii) a cash payment, or

• (iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above, in each case as determined by the Plan Administrator in its sole discretion.

• (b) Any cash payments made under this Section 6.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the

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number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

• (c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

• (d) Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 6.4 any later than the final Business Day of the third calendar year following the year in which the RSU is granted.

ARTICLE 7 PERFORMANCE SHARE UNITS

7.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 7.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

7.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant’s employment or consulting arrangement and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

7.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Award Date to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment agreement, consulting agreement or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

7.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the

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books of the Corporation, as of the Award Date.

7.5 Vesting of PSUs

Except as provided in Sections 10.1 and 11.2, no PSUs issued to a Participant may vest before the date that is one year following the date they are granted.

7.6 Settlement of PSUs

• (a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs. Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant shall redeem each vested PSU for:

• (i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or

• (ii) a cash payment, or

• (iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above, in each case as determined by the Plan Administrator in its sole discretion.

• (b) Any cash payments made under this Section 7.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

• (c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

• (d) Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 7.6 any later than the final Business Day of the third calendar year following the year in which the PSU is granted.

ARTICLE 8 OTHER SHARE-BASED AWARDS

The Plan Administrator may, from time to time, subject to the prior the approval of the Exchange, the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Other Share-Based Awards to any Participant. The terms and conditions of each Other Share-Based Award grant shall be evidenced by an Award Agreement. Each Other Share-Based Award shall consist of a right (1) which is other than an Award or right described in Article 4, Article 5, Article 6, and (2) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan; provided, however, that such right will comply

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with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Article 8 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Plan Administrator shall determine in its discretion.

ARTICLE 9 ADDITIONAL AWARD TERMS

9.1 Dividend Equivalents

• (a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, as part of a Participant’s grant of DSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, DSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional DSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of DSUs or RSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (ii) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion to the DSUs or RSUs, as applicable, to which they relate, and shall be settled in accordance with Section 6.4.

• (b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

• (c) The Corporation shall not credit dividend equivalents in the form of additional RSUs or DSUs pursuant to Section 9.1(a) if doing so would result in: (i) a breach of any limits contained in this Plan, including for greater certainty, Sections 3.6 and 3.7; or (ii) the Corporation not having sufficient Shares available to satisfy the dividend entitlement. In either such case, the Corporation may only satisfy the dividend entitlement in cash.

9.2 Blackout Period

In the event that the Award Date occurs, or an Award expires, during a Black-Out Period, the effective Award Date for such Award, or expiry of such Award, as the case may be, will be no later than 10 business days after the last day of the Black-Out Period, and the Market Price with respect to the grant of such Award shall be calculated based on the VWAP of the five business days after the last day of the Black-Out Period. For the purposes hereof, a “Black-Out Period” means that period during which a trading black-out period is imposed by the Corporation to restrict trades in the Corporation’s securities by a Participant.

9.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this

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Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or an Affiliate of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or an Affiliate of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

9.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation and in effect at the Award Date of the Award, or as set out in the Participant’s employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 9.4 to any Participant or category of Participants.

ARTICLE 10 TERMINATION OF EMPLOYMENT OR SERVICES

10.1 Termination of Employees, Consultants, Directors and Officers

Unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement (but in no event shall Options or Awards exceed one year following the Termination Date, death, or Disability of a Participant):

• (a) where a Participant’s employment agreement, consulting agreement or arrangement is terminated, or the Participant ceases to hold the office of his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

• (b) where a Participant’s employment agreement, consulting agreement or other position is terminated, or the Participant ceases to hold the office of his or her position, as applicable, by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then all unvested Options or other Awards shall terminate, and all vested Options or other Awards may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the

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earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date (or such other period as may be determined by the Board, provided such period is not more than one year following the Termination Date). Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

• (c) where a Participant becomes Disabled, then any Option or other Award held by the Participant that has not vested as of the date of Disability of such Participant shall terminate, and all Options or other Awards that are vested as of the date of Disability may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is six months after the date of Disability. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

• (d) where a Participant’s employment agreement, consulting agreement or arrangement is terminated, or the Participant ceases to hold office of his or her position, as applicable, by reason of the death of the Participant, then any Option or other Award held by the Participant that has not vested as of the date of the death of such Participant shall terminate, and all Options or other Awards that are vested as of the date of death and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the six month anniversary of the date of the death of such Participant. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period; and

• (e) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

• (i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

• (ii) the date of the death, or Disability of the Participant; and notwithstanding Section 10.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.

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10.2 Discretion to Permit Acceleration

• (a) Notwithstanding the provisions of Section 10.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator; provided that Awards may not be accelerated earlier than one year from the Award Date.

• (b) Notwithstanding the provisions of Section 10.2(a), the Plan Administrator may not permit the acceleration of vesting of any Options granted to any Persons employed to provide Investor Relations Activities without the prior written approval of the Exchange.

10.3 Participants’ Entitlement

Except as otherwise provided in this Plan, Awards previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the Corporation and an Affiliate of the Corporation. For greater certainty, all grants of Awards remain outstanding and are not affected by reason only that, at any time, an Affiliate of the Corporation ceases to be an Affiliate of the Corporation.

ARTICLE 11 EVENTS AFFECTING THE CORPORATION

11.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 11 would have an adverse effect on this Plan or on any Award granted hereunder.

11.2 Change in Control

Except as may be set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:

• (a) The Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions

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• applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 11.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Section 11.2(a)) any property in connection with a Change of Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted;

• (b) Notwithstanding Section 11.2(a), and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards granted under this Plan (other than Options held by Canadian Taxpayers) at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or in the case of Options held by a Canadian Taxpayer by permitting the Canadian Taxpayer to surrender such Options to the Corporation for an amount for each such Option equal to the fair market value of such Option as determined by the Plan Administrator, acting reasonably, upon the completion of the Change in Control (following which such Options may be cancelled for no consideration); and

• (c) It is intended that any actions taken under this Section 11.2 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

11.3 Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should

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any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 11.3 and 11.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 11.3 and 11.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards.

11.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 11, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

11.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 11, a dividend equivalent or otherwise), a Participant would become entitled to a fractional Share, the Participant has 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, which shall be disregarded.

ARTICLE 12 U.S. TAXPAYERS

12.1 Provisions for U.S. Taxpayers

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ ISOs ”). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO.

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12.2 ISOs

Subject to any limitations in Section 3.6(a), the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 10,000,000 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Award Date hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and (f) of the Code.

12.3 ISO Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and (f) of the Code, on the Award Date, the term of the Option shall not exceed five years from the time of grant of such Option and the Exercise Price shall be at least 110% of the Market Price of the Shares subject to the Option.

12.4 $100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the relevant date of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as non-qualified stock options.

12.5 Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Award Date or (b) within one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

12.6 Section 409A of the Code

• (a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will

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the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

• (b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.

• (c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.

• (d) Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such sixmonth anniversary of such separation from service.

12.7 Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

ARTICLE 13

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

13.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that:

• (a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and

• (b) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S.

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Taxpayer is obtained.

13.2 Shareholder Approval

Notwithstanding Section 13.1 and subject to any rules of the Exchange, approval of the holders of the Shares shall be required for any amendment, modification or change that:

• (a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

• (b) increases or removes the limit on the number of Shares issuable or issued to Insiders as set forth in Section 3.7(d) and Section 3.7(e);

• (c) reduces the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its Expiry Date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

• (d) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within five business days following the expiry of such a blackout period);

• (e) permits an Award to be exercisable beyond 10 years from its Award Date (except where an Expiry Date would have fallen within a blackout period of the Corporation);

• (f) increases or removes the limits on the participation of Directors or Officers;

• (g) permits Awards to be transferred to a Person;

• (h)

• changes the eligible participants of the Plan; or

• (i) deletes or reduces the range of amendments which require approval of shareholders under this Section 13.2.

13.3 Disinterested Shareholder Approval

Disinterested shareholder approval will be obtained:

• (a) for any reduction in the Exercise Price or extension of the term of an Option if the Participant is an Insider of the Corporation at the time of the proposed amendment; and

• (b) for any changes to the aggregate number of Shares reserved for issuance pursuant to all Awards, other than Options, granted under the Plan, together with any other

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Security Based Compensation Arrangement, as set out in Section 3.6(a).

Disinterested shareholder approval will also be required as specified in the Plan.

13.4 Permitted Amendments

Without limiting the generality of Section 13.1, but subject to Section 13.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

• (a) making any amendments to the general vesting provisions of each Award;

• (b) making any amendments to the provisions set out in Article 10;

• (c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

• (d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants; or

• (e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

ARTICLE 14 MISCELLANEOUS

14.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

14.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

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14.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant, Director or Officer. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

14.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

14.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement or consulting agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement, consulting agreement or other written agreement shall prevail.

14.6 Anti-Hedging Policy

By accepting the Option or Award, each Participant acknowledges that he or she is restricted from purchasing financial instruments such as 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 Options or Awards.

14.7 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

14.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

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14.9 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

14.10 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

14.11 General Restrictions on Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

14.12 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

14.13 Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Maritime Resources Corp. 3200-650 West Georgia Street Vancouver, BC V6B 4P7

Attention: Chief Financial Officer

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth business day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not sent by mail. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

14.14 Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

14.15 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in

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accordance with the internal laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

14.16 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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SCHEDULE “A”

MARITIME RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

EXERCISE NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

The undersigned hereby irrevocably gives notice of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item) :

(a) all of the Shares; or

(b) _______ of the Shares;

which are the subject of the Award Agreement attached hereto.

The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to the Corporation in an amount equal to the aggregate Exercise Price of the aforesaid Shares exercised and directs the Corporation to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan.

DATED the _ day of ____, _.

Signature of Option Holder

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SCHEDULE “B”

MARITIME RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

NET EXERCISE NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

The undersigned hereby irrevocably gives notice, pursuant to the Plan, of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item) :

(a) all of the Shares; or

(b) _______ of the Shares;

which are the subject of the Award Agreement attached hereto.

Pursuant to Section 4.50 of the Plan and the approval of the Board, the number of Shares to be issued in accordance with the instructions of the undersigned shall be as is determined by application of the following formula, after deduction of any income tax or other amounts required by law to be withheld:

X=[Y(A-B)]/A

Where:

X = the number of Shares to be issued to the Participant upon the Net Exercise

Y = the number of Shares underlying the Options being exercised

• A = the VWAP as at the date of the Net Exercise Notice, if such VWAP is greater than the Exercise Price

B = the Exercise Price of the Options being exercised

No fractional Shares will be issued upon the undersigned making a Net Exercise. If the number of Shares to be issued to the Participant in the event of a Net Exercise would otherwise include a fraction of a Share, the Corporation will pay a cash amount to such Participant equal to (i) the fraction of a Share otherwise issuable multiplied by (ii) the value attributed to “A” in the formula set out above.

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The undersigned directs the Corporation to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Net Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan.

DATED the _ day of ____, _.

Signature of Option Holder

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SCHEDULE “C”

MARITIME RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 5 of the Plan and to receive _____% of my Cash Fees in the form of DSUs in lieu of cash.

I confirm that:

1. I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.

2. I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.

3. The value of DSUs is based on the value of the Shares and therefore is not guaranteed.

4. To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Dated

(Name of Participant)

(Signature of Participant)

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SCHEDULE “D”

MARITIME RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN

(THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule “C” to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Dated (Name of Participant)

(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

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SCHEDULE “E”

MARITIME RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN

(THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS (U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule “C” to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Dated

(Name of Participant)

(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.