Mayfair Acquisition Corporation — Proxy Solicitation & Information Statement 2023

Feb 21, 2023

NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of holders ("Shareholders") of common shares (the "Shares") of Mayfair Acquisition Corp. (the "Corporation") will be held virtually on March 14, 2023 at 10:00 AM (Eastern Standard Time) for the following purposes:

• (1) to receive the audited consolidated financial statements of the Corporation as at and for the year ended December 31, 2021, together with the report of the auditors thereon;
• (2) to elect four (4) directors of the Corporation who will serve until the next annual meeting of shareholders;
• (3) to re-appoint Davidson and Company LLP as the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditors;
• (4) to approve the Corporation's stock option plan in accordance with the requirements of the TSX Venture Exchange; and
• (5) to transact such other business as may properly come before the Meeting or any adjournment thereof.

The virtual meeting can be accessed using this link:

https://us06web.zoom.us/j/4927251082?pwd=T2lxVzc5V3dhRFFtQWc0Zlg0Mkdidz09

Meeting ID: 492 725 1082 Passcode: 00022023

Additional information relating to the business to be submitted to the Meeting is contained in the Circular (as defined in the accompanying management information circular) and forms part of this Notice.

The board of directors of the Corporation (the "Board" or "Board of Directors") has fixed the close of business on February 9, 2023 as the record date for the purpose of determining Shareholders entitled to receive notice of, and vote at, the Meeting. Only Shareholders of record at the close of business on February 9, 2023 are entitled to vote at the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the right to vote at the Meeting.

Registered Shareholders, being those Shareholders whose names appear on the Corporation's central security register as a registered holder of Shares, who are unable to attend the Meeting should complete, sign, date and return the enclosed form of proxy to Capital Transfer Agency, ULC ("Capital Transfer"), located at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 not later than 24 hours (excluding holidays) prior to the Meeting.

Non-registered Shareholders, being Shareholders who beneficially own and hold Shares through a broker or other intermediary and who do not hold Shares in their own names, who have received these materials through their broker or another intermediary should refer to the accompanying Circular for further instructions.

DATED at Vancouver, British Columbia this 10th day of February, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Charles Walensky"

CHARLES WALENSKY Chief Executive Officer and Director

MAYFAIR ACQUISITION CORP.

777 Hornby Street, Suite 600 Vancouver, British Columbia V6Z 1S4 Telephone: 416.519.6886

MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

(Containing Information as at February 10, 2023 unless otherwise stated)

SOLICITATION OF PROXIES

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Mayfair Acquisition Corp. (the "Corporation"), for use at the annual and special meeting (the "Meeting"), of the holders ("Shareholders") of common shares without par value in the capital of the Corporation (the "Shares"), to be held on March 14, 2023 at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. It is expected that the solicitation of proxies on behalf of management will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers, employees or agents of the Corporation. The cost of soliciting proxies on behalf of management will be borne by the Corporation. The Corporation may also reimburse brokers and other persons holding Shares in their names or in the name of nominees, for their costs incurred in sending proxy materials to beneficial owners and obtaining their proxies or voting instructions.

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy (the "Proxy") are representatives of management of the Corporation and are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM/HER ON HIS/HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER MAY STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE CORPORATION'S REGISTRAR AND TRANSFER AGENT, CAPITAL TRANSFER AGENCY, ULC ("CAPITAL TRANSFER"), LOCATED AT 390 BAY STREET, SUITE 920, TORONTO, ONTARIO M5H 2Y2 NOT LESS THAN 24 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF. ALTERNATIVELY, PROXIES MAY BE FAXED TO 416-350-5008 BY SUCH TIME, IN WHICH EVENT ALL PAGES OF A PROXY SHOULD BE RETURNED.

The Proxy must be signed by the Shareholder or by his/her attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

NON-REGISTERED HOLDERS

Only those Shareholders whose names appear on the central security register of the Corporation ("Registered Shareholders"), or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Shares beneficially owned by a holder (a "Non-Registered Holder") are registered either:

• (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with, in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans; or
• (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has distributed copies of the Meeting materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward Meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries will often use service companies to forward the Meeting materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting materials will either:

• (a) be given a voting instruction form which must be completed and signed by the Non-Registered Holder in accordance with the directions on the voting instruction form (which may in some cases permit the completion of the voting instruction form by telephone); or
• (b) be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder, but which is otherwise uncompleted. This Proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a Proxy should otherwise properly complete the form of Proxy and deposit it with Capital Transfer, as described above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Shares they beneficially own. Should a Non-Registered Holder who receives either a Proxy or a voting instruction form wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the Proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

REVOCATION

A Registered Shareholder who has given a Proxy may revoke the Proxy by:

• (a) completing and signing a Proxy bearing a later date and depositing it with Capital Transfer as described above;
• (b) depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the Proxy is to be used, or (ii) with the chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or
• (c) in any other manner permitted by law.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary may not be required to act on a revocation of a voting instruction form or of a waiver of the right to receive meeting materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

VOTING OF PROXIES

The management representatives designated in the enclosed Proxy will vote or withhold from voting the Shares in respect of which they are appointed by Proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the Proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Shares represented by such form of proxy, properly executed FOR the matters identified in the notice of meeting and any other matters which may properly come before the Meeting.

The enclosed Proxy confers discretionary authority upon the management representatives designated in the Proxy with respect to amendments to or variations of matters identified in the notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation know of no such amendments, variations or other matters.

FORWARD-LOOKING STATEMENTS

Certain statements in this Circular that are not statements of historical fact, including statements relating to each as more particularly described herein, may constitute "forward-looking statements". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Circular, such statements use such words as "may", "will", "expect", "believe", "plan", "intend", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance as of the date of this Circular. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this Circular are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with such forward-looking statements. All forward-looking statements are made as of the date of this Circular, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances. Accordingly, readers should not place undue reliance on forward-looking statements.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Corporation with the securities commissions or similar regulatory authorities in the Provinces of British Columbia, Alberta and Ontario are specifically incorporated by reference in, and form an integral part of, this Circular:

• (a) the audited annual financial statements of the Corporation for the financial year ended December 31, 2021 together with the notes thereto and the auditor's report thereon;
• (b) management's discussion and analysis of the Corporation for the financial year ended December 31, 2021;
• (c) the Corporate Governance section of the Management Information Circular, dated February 10, 2023; and
• (d) the Audit Committee Charter in Schedule "A" to the Management Information Circular, dated January 21, 2022.

Any document of the type referred to in Section 1.1 of Form 44-101F1 of National Instrument 44- 101 Short Form Prospectus Distributions filed by the Corporation with certain securities commissions or similar regulatory authorities in Canada after the date of this Circular and prior to the date of the Meeting is completed shall be deemed to be incorporated by reference in this Circular.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein, or in any other subsequently filed document which is also incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute part of this Circular, except as so modified or superseded.

Copies of the documents incorporated or deemed to be incorporated by reference may also be obtained on request without charge from the Corporation at 777 Hornby Street, Suite 600 Vancouver, British Columbia, V6Z 1S4 Telephone: 416.519.6886 and are electronically available through the SEDAR website at www.sedar.com.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Shares. The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed at February 9, 2023 (the "Record Date"). As at the Record Date, the Corporation has 8,136,668 Shares issued and outstanding.

Each Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. All such holders of record of Shares on the Record Date are entitled either to attend and vote thereat in person the Shares held by them or, provided a completed and executed Proxy shall have been delivered to the Corporation's transfer agent, Capital Transfer Agency, ULC within the time specified in the Notice of Meeting, to attend and to vote thereat by proxy the Shares held by them.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to all outstanding Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of:

• (a) the directors or senior officers of the Corporation at any time since the beginning of the last financial year of the Corporation;
• (a) the proposed nominees for election as a Director of the Corporation; or
• (b) any associate or affiliate of the foregoing persons,

have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting other than the election of directors.

ELECTION OF DIRECTORS

At the Meeting, the following four (4) persons named hereunder will be proposed for election as directors of the Corporation. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying Proxy to vote the proxy for the election of any other person or persons in place of any nominee or nominees unable to serve. Each director elected will hold office until the close of the next annual meeting of Shareholders of the Corporation, or until his successor is duly elected unless prior thereto he resigns or his office becomes vacant by reason of death or other cause. Although management is nominating four (4) individuals to stand for election, the names of further nominees for directors may come from the floor at the Meeting.

Shareholders have the option to: (i) vote for all of the directors of the Corporation listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors. The Board recommends that Shareholders vote FOR the election of each of the proposed nominees set forth below as directors of the Corporation.

The following table sets forth the name of all persons proposed to be nominated for election as directors, their place of residence, position held, and periods of service with, the Corporation, or any of its affiliates, their principal occupations and the approximate number of Shares of the Corporation beneficially owned, controlled or directed, directly or indirectly, by them. The information as to Shares beneficially owned, directly or indirectly or over which control or direction is exercised, not being with the knowledge of the Corporation, has been furnished by the respective nominees individually.

Name &Municipalitiesof Residence	Office Heldwith theCorporation	PrincipalOccupation forthe precedingfive years	DirectorSince	Number ofCorporationSharesBeneficiallyHeld
Arthur L.Regan (1)New Jersey,USA	Director	Chief ExecutiveOfficer ofMayfairAcquisitionCorp. (May2021 –November2022);OperatingPartner ofApollo GlobalManagement(October 2015 –Present)	May 2021	666,667
Peter S. Shaerf(1)New York, USA	Director	Director andChairman ofKalonAcquisitionCorp. (June2020 – Present);ManagingDirector ofAMA CapitalPartners (March2002 – Present)	May 2021	666,667
Charles B.Walensky(1)Minnesota,USA	ChiefExecutiveOfficer andDirector	Director ofKalonAcquisitionCorp. (June2020 – July2022); Presidentand ChiefExecutiveOfficer ofCW+CoInternationalLLC (October2013 – Present)	May 2021	766,667

Bart Kelleher	Director	Chief Financial	December	666,667
		Officer of	2021
Connecticut,		Ardmore
USA		Shipping
		Corporation
		(September
		2022 – Present);
		Chief Executive
		Officer of
		Chembulk
		Tankers
		(January 2020 –
		June 2022);
		Chief Financial
		Officer of
		Chembulk
		Tankers (March
		2019 – January
		2020); Chief
		Strategy Officer
		of Chembulk
		Tankers (March
		2016 – January
		2020); Chief
		Executive
		Officer, Chief
		Financial
		Officer and
		Chief Strategy
		Officer of
		Chembulk
		Holdings LLC
		(January 2019 –
		December
		2020)

Notes:

(1) Member of the Audit Committee.

As a group, the proposed directors beneficially own, control or direct, directly or indirectly, 2,766,668 Shares, representing approximately 34.00% of the issued and outstanding Shares as of the date hereof.

The Audit Committee is comprised of two independent directors, being Peter Shaerf and Arthur Regan, and one director who is not independent, being Charles Walensky who is the Chief Executive Officer of the Corporation. The Board is constituted of Arthur Regan, Peter Shaerf,

Charles Walensky, and Bart Kelleher, with all directors being independent other than Charles Walensky.

Additional biographical information including the principal occupation of each member of the Board for the past five years preceding the date hereof is described below:

Arthur L. Regan, age 60, Director of the Corporation

Education: Bachelor of Science (B.Sc.) from SUNY Maritime College

Occupation and Experience: Since 2015, Mr. Regan has been an Operating Partner with Apollo Investment Consulting, one of the largest global asset managers within private equity, credit, real estate and insurance capital sources. Prior to 2015 he was President and Chief Executive Officer of Principal Maritime Management, a marine assets investment advisory and management company wholly owned by Apollo. Mr. Regan has been an independent director and member of the audit committee or Chairman of the Board of NYSE-listed Genco Shipping & Trading Ltd. since 2016. Additionally, since 2018 Mr. Regan has been Executive Chairman of the board of private equity owned global chemicals transportation services provider Chembulk Holdings LLC. Earlier in his career, Mr. Regan was the founding President & CEO of Arlington Tankers Ltd., a Bermuda registered company which he successfully listed on the NYSE through an IPO in 2004, and which later was amalgamated through an all-stock consolidation. Mr. Regan holds a Bachelor of Science degree in Management from The State University of New York.

Peter S. Shaerf, age 68, Director of the Corporation

Education: Bachelor of Arts (B.A.), International Business Law from London Metropolitan University.

Occupation and Experience: Mr. Shaerf worked for many years as a shipbroker for container and dry cargo vessels through a company he founded, The Commonwealth Group. He also operated a small Caribbean liner service while working for a firm of British shipowners. He has extensive experience in vessel valuations and has performed such work for financial institutions and government clients. Immediately prior to joining AMA Capital in 2002, he was a co-founder of Poseidon Capital, a specialist maritime financing "boutique." As a partner at AMA Capital he has continued developing relationships in the capital markets where he has worked primarily advising hedge funds and investors on a variety of maritime investments in both equity and distressed debt and is actively involved in transaction origination. Mr. Shaerf is a director of privately owned Interlink Maritime and has served on the boards of several publicly listed shipping companies, including MC Shipping (NASDAQ), TBS International (NASDAQ) and General Maritime (NYSE); most recently having served as Deputy Chairman of Seaspan Corporation (NYSE). He is Chairman Emeritus of the New York Maritime Association ("NYMAR") an organization dedicated to the promotion of New York as a maritime business centre. He is also a member of the American Bureau of Shipping and on the U.S. government MTSNAC shipbuilding and ship finance committee and a member of the editorial board of Lloyds List.

Charles B. Walensky, age 49, Chief Executive Officer and Director of the Corporation

Occupation and Experience: Mr. Walensky is the President and Chief Executive Officer of The WF Group, Inc., an investment company based in Minneapolis, Minnesota and the managing member of WF Opportunity Fund, LLC started in 2003, and was previously the President and Chief Executive Officer of WF Industries, Inc., a ferrous and non-ferrous metals recycling company. Mr. Walensky is also the President and Chief Executive Officer of CW + Co International, LLC an international commodities merchant, and of Seabulkers, Ltd. Mr. Walensky has experience investing in public and private companies in a variety of industries and has served as interim Chief Financial Officer and Acting Chief Operating Officer of a publicly held AMEX listed apparel company.

Bart Kelleher, age 48, Director of the Corporation

Education: Master of Business Administration (MBA) from Columbia Business School, Master of Science (MS) from Massachusetts Institute of Technology, and Bachelor of Engineering (BE) from SUNY Maritime College.

Occupation and Experience: Mr. Kelleher is a multi-faceted executive with 25 years of progressive experience in the finance, energy, industrials and maritime sectors. He is currently the Chief Financial Officer of Ardmore Shipping Corporation, a public company listed on the NYSE, and has held this role since September 2022. From 2020 until June 2022, Mr. Kelleher served as the Chief Executive Officer of Chembulk Tankers (and continues to sit on the Board of Chembulk Tankers), a specialized transportation company controlled by leading large-scale asset managers, KKR and York Capital. He has held multiple executive roles, including Chief Financial Officer and Chief Strategy Officer, since joining the company in 2016. Mr. Kelleher also serves as an investment committee member of Castor Ventures, an MIT alumni venture capital firm, and is an Advisory Board Member to OrbitMI, an innovative technology startup offering advanced AI-based fleet management solutions. From 2010-2015, Mr. Kelleher served as the Chief Operating Officer of Principal Maritime Management, a marine assets investment advisory and management company wholly owned by Apollo Global Management. Earlier in his career, Mr. Kelleher covered the industrials and renewable energy industries on Bear Stearns leading equity research team. He was also an investment banker and commercial banker at HSH Nordbank, arranging project financings and structured equity investments for its $4 billion energy infrastructure and renewable energy portfolio, while managing the bank's proprietary merchant banking portfolio of energy related investments.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Corporation that are directors and officers of other issuers that are reporting issuers in any Canadian jurisdiction:

Name	Name ofReportingIssuer	Name ofExchange orMarket(if applicable)	Position	From	To
Arthur L.Regan	Genco Shipping &Trading Limited	NYSE	ExecutiveChairman	October,2016	June,2020
			Chairman	June,2020	May,2021
			Director	May,2021	Present
Peter Shaerf	Kalon AcquisitionCorp.	TSXV	Director andChairman	June,2020	Present
Bart Kelleher	Ardmore ShippingCorporation	NYSE	Chief FinancialOfficer	September,2022	Present
Robert Suttie	Cascada Silver	CSE	Director	March,2021	Present
	Atex ResourcesInc.	TSXV	Director	December,2018	Present
	BE Resources Inc.	NEX	Director	September,2019	Present
	EDM Resources	TSXV	Chief FinancialOfficer	September,2013	Present
	North PeakResources Ltd.	TSXV	Chief FinancialOfficer	March,2016	Present
	Galway Gold Inc.	TSXV	Chief FinancialOfficer	December,2012	Present
	Galway Metals Inc.	TSXV	Chief FinancialOfficer	December,2012	Present
	Noble MineralExploration	TSXV	Chief FinancialOfficer	April,2016	Present
	Canoe MiningVentures Corp.	TSXV	Chief FinancialOfficer	June,2016	Present
	Power Nickel Inc.	TSXV	Chief FinancialOfficer	March,2019	Present
	Bold Ventures Inc.	TSXV	Chief FinancialOfficer	August,2021	Present
	HylandsInternationalHoldings Inc.	TSX-V	Chief ExecutiveOfficer	April, 2022	Present

Canada Silver	TSX-V	Chief Financial	April, 2022	Present
Cobalt Silver		Officer
Works Inc
Northstar Gold	CSE	Chief Financial	January,	Present
Corp.		Officer	2020
Outdoor Partner	TSX-V	Chief Executive	April, 2014	Present
Media		Officer

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

During the past 10 years, no proposed director of the Corporation was a director, officer, Insider or Promoter of any other company that: (a) was subject to a cease trade or similar order or an order that denied the other company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued while the director, officer, Insider, Promoter or shareholder was acting in the capacity as director, officer, Insider or Promoter of the other company; or (b) was subject to a cease trade or similar order or an order that denied the other company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, officer, Insider or Promoter of the other company and which resulted from an event that occurred while that person was acting in the capacity as director, officer, Insider or Promoter or the other company.

No director, officer, Insider or Promoter of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to:

• 1. 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
• 1. any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable investor in making an investment decision.

No director, officer, Insider or Promoter of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation: (a) is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director, officer, Insider or Promoter of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) 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, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer, Insider, Promoter or shareholder.

APPOINTMENT AND REMUNERATION OF AUDITORS

At the Meeting, the Board proposes to re-appoint Davidson and Company LLP ("Davidson"), Chartered Professional Accountants, of 1200-609 Granville Street, P.O. Box 10372, Vancouver, British Columbia, V7Y 1G4, as auditor of the Corporation and to authorize remuneration to be fixed by the Board. Davidson will hold office until the next annual general meeting of the Shareholders or until its successor is appointed.

The Board recommends that Shareholders vote FOR the re-appointment of Davidson as auditor of the Corporation.

APPROVAL OF STOCK OPTION PLAN

The Corporation's stock option plan dated October 20, 2021 (the "Stock Option Plan") is a "rolling" stock option plan. Under the policies of the TSX Venture Exchange (the "Exchange"), a rolling stock option plan must be re-approved by shareholders on a yearly basis. Accordingly, Shareholders will be asked to pass an ordinary resolution to re-approve the Stock Option Plan. Certain details of the Stock Option Plan include the following:

• the Stock Option Plan reserves for issuance, pursuant to stock options ("Options"), a maximum number of Shares equal to 10% of the outstanding Shares from time to time, with no mandatory vesting provisions less the aggregate number of common shares then reserved for issuance pursuant to any other share compensation arrangement;

• the number of Shares reserved for issuance to any one person in any 12 month period under the Stock Option Plan may not exceed 5% of the outstanding Shares at the time of grant without Disinterested Shareholder Approval (as defined in Policy 4.4 of the Exchange);

• the number of Shares reserved for issuance to any Consultant (as defined by the Exchange) in any 12-month period under the Stock Option Plan may not exceed 2% of the outstanding Shares at the time of grant;

• the aggregate number of Shares reserved for issuance to any person (as defined by the Exchange) conducting Investor Relations Activities (as defined by the Exchange) in any 12 month period under the Stock Option Plan may not exceed 2% of the outstanding Shares at the time of grant;

• the aggregate number of Shares reserved for issuance to Insiders under this Plan and any Other Share Compensation Arrangement (as defined in the Stock Option Plan) shall not exceed 10% of the outstanding Shares at the time of the grant;

• the number of Shares issued to any one person within a 12 month period on the exercise of Options may not exceed 5% of the outstanding Shares at the time of exercise without Disinterested Shareholder Approval;

• the exercise price per Share for an Option may not be less than the Discounted Market Price (as calculated pursuant to the policies of the Exchange);

• Options must have a term not exceeding ten years;

• Options are non-assignable and non-transferable;

• if a participant who is an Eligible Person (as defined in the Stock Option Plan) dies, each Option held by such participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the expiry date and the date which is three months after the date of the participant's death;

• if a participant ceases to be an Eligible Person other than as a result of death or termination for cause, each Option held by such participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the expiry date and the date which is three months after such event; and

• the Stock Option Plan contains provisions for adjustment in the number of Shares or other property issuable on exercise of Options in the event of a share consolidation, split, reclassification or other relevant change in the Shares, or an amalgamation, merger or other relevant change in the Corporation's corporate structure, or any other relevant change in the Corporation's capitalization.

Shareholder Approval for the Plan

Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution approving the Stock Option Plan (the "Stock Option Plan Resolution"), which, to be effective, must be passed by not less than a majority of the votes cast by the holders of Shares present in person, or represented by proxy, at the Meeting.

The Board recommends that Shareholders vote FOR the Stock Option Plan Resolution.

OTHER MATTERS

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting accompanying this Circular. However, if any other matter properly comes before the Meeting, the form of proxy furnished by the Corporation will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

EXECUTIVE COMPENSATION

Named Executive Officers of the Corporation for the Year Ended December 31, 2021

The Corporation was incorporated on May 5, 2021. During the fiscal year ended December 31, 2021, the Corporation had two NEOs, being Arthur L. Regan and Robert Suttie. During the fiscal year ended December 31, 2022, the Corporation had three NEOs, being Arthur L. Regan, Charles Walensky and Robert Suttie.

Director and Named Executive Officer Compensation

The following table (and notes thereto) states the names of each NEO and director, his annual compensation, consisting of salary, consulting fee, bonus and other annual compensation, excluding compensation securities, for each of the Corporation's two most recently completed financial years.

Table of Compensation Excluding Compensation Securities
Name andposition	Year	Salary,consultingfee, retainerorcommission($)	Bonus($)	Committeeor MeetingFees($)	Value ofperquisites($)	Value of othercompensations($)	Totalcompensation($)
Arthur L.Regan,	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director andformerlyChiefExecutiveOfficer	2021	Nil	Nil	Nil	Nil	Nil	Nil
Peter Shaerf,Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Charles B.Walensky,	2022	Nil	Nil	Nil	Nil	Nil	Nil
ChiefExecutiveOfficer andDirector	2021	Nil	Nil	Nil	Nil	Nil	Nil
Robert Suttie,Chief	2022	Nil	Nil	Nil	Nil	Nil	Nil
FinancialOfficer	2021	Nil	Nil	Nil	Nil	Nil	Nil
Bart Kelleher,Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil

Stock Option Plans and Other Compensation Securities

The following table sets out for each director and all compensation securities granted or issued outstanding during the year ended December 31, 2022 including date of issue, exercise price, closing price on grant day and fiscal year end, and expiry date.

	Compensation Securities
Name andposition	Yearended	Number ofCompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date of issue orgrant	Issueconversionor exercisePrice ($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant ($)	Closingprice ofsecurity orunderlyingsecurity atyear end ($)	Expiry date
Arthur L.Regan,Director andformer ChiefExecutiveOfficer	2022	200,916	April 5, 2022	$0.10	$0.10	$0.15	April 5, 2032
Peter Shaerf,Director	2022	200,916	April 5, 2022	$0.10	$0.10	$0.15	April 5, 2032
Charles B.Walensky,ChiefExecutiveOfficer andDirector	2022	200,916	April 5, 2022	$0.10	$0.10	$0.15	April 5,2032
Robert Suttie,ChiefFinancialOfficer	2022	10,000	April 5, 2022	$0.10	$0.10	$0.15	April 5, 2032
Bart Kelleher,Director	2022	200,916	April 5, 2022	$0.10	$0.10	$0.15	April 5, 2032

				Exercise of Compensation Securities by Directors and NEOs
Name andPosition	Year ended	Type ofCompensation security	Numberofunderlyingsecuritiesexercised	Exerciseprice persecurity ($)	Date ofexercise	Closingprice persecurity ondate ofexercise($)	Differencebetweenexerciseprice andclosingprice ondateexercise($)	Totalvalue onexercisedate($)
Arthur L.Regan,Directorand formerChiefExecutiveOfficer	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
PeterShaerf,Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Charles B.Walensky,ChiefExecutiveOfficer andDirector	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
RobertSuttie,ChiefFinancialOfficer	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
BartKelleher,Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil

External Management Companies

Except as otherwise disclosed herein, to the best of the knowledge of the directors and officers of the Corporation, management functions of the Corporation are not, to any substantial degree, performed by a person other than the directors and executive officers of the Corporation.

Stock Option Plans and Other Incentive Plans

The Stock Option Plan is the Corporation's only equity compensation plan. As of the date of this Circular, the Corporation has Options outstanding to purchase 813,664 Shares.

The Stock Option Plan provides for the acquisition of Shares by directors, officers, employees or consultants of the Corporation, or any affiliated entity of the Corporation, for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees and directors and to secure for the Corporation and the Shareholders the benefits inherent in the ownership of Shares by key employees and directors, it being generally recognized that stock option plans can aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in such company.

Employment, Consulting and Management Agreements

Management of the Corporation is performed by the directors and officers of the Corporation and not by any other person.

There are no plans in place with respect to compensation of the Named Executive Officers in the event of a termination of employment without cause or upon the occurrence of a change of control.

Oversight and Description of Director and Named Executive Officer Compensation

The Board as a whole determines the compensation of the Corporation's NEOs and the directors of the Corporation with a view to ensuring that the remuneration appropriately reflects the responsibilities and risks involved in being an effective executive officer and/or director of the Corporation. The Board periodically reviews the Corporation's compensation philosophy and objectives taking into consideration various factors discussed below.

Specifically, the Board is responsible for determining executive and director compensation, including reviewing and determining director compensation, overseeing the Corporation's base compensation structure and equity-based compensation program, recommending compensation of the Corporation's officers and employees and evaluating the performance of officers generally and in light of annual goals and objectives and any changes with a view to providing competitive compensation programs which attract, motivate and retain high-caliber individuals.

The Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Corporation's senior management. The Board reviews the compensation of senior management on an annual basis taking into account compensation paid by other companies of similar size and activity.

Philosophy and Objectives of the Compensation Program

The Corporation is a "capital pool company" with limited resources. The intention of the compensation program is to ensure that the corporate objectives and strategy approved by the Board are supported by appropriate compensation awards on a results-oriented basis. The compensation program for the senior management and directors of the Corporation is designed within this context with a view that the level and form of compensation should achieve certain objectives, including:

• (a) to enable the Corporation to attract, retain and motivate qualified executive officers and directors of the highest calibre in light of the strong competition for qualified personnel;

• (b) to ensure that the interests of the Corporation's executive officers, directors, the Corporation and the interests of the Shareholders are aligned;

• (c) to provide a strong incentive to the executive officers and directors of the Corporation to contribute to the achievement of the Corporation's short-term and long-term corporate goals;

• (d) to recognize that the successful implementation of the Corporation's corporate strategy cannot necessarily be measured, for a capital pool company such as the Corporation, only with reference to quantitative measurement criteria of corporate or individual performance; and

• (e) to provide fair, transparent, and defensible compensation.

The compensation that is paid to the Corporation's executive officers generally consists of a base amount for consulting fees or salary payable accrued on a monthly basis (to be paid through a conversion into common shares) and equity incentives. The Corporation's compensation policy reflects a belief that an element of total compensation for the Corporation's executive officers should be "at risk" and aligned with long-term interests of the Corporation and its Shareholders in the form of Shares or stock options of the Corporation, so as to create a strong incentive to build shareholder value.

Elements of Compensation

Given the size of the Corporation's operations and the very small number of employees and executives, the Corporation's compensation practices must be flexible, entrepreneurial and geared to the objectives of securing the best executives to manage the Corporation. During the mostly recently completed financial year of the Corporation, there were two key elements used to compensate the NEO, consisting of consulting fees and long-term incentives in the form of Options. The Board reviewed compensation of other publicly listed capital pool companies with a view to analyzing NEO compensation. There has been intense competition for executives who have extensive industry experience and the necessary skills to achieve specified corporate objectives and deliver long-term shareholder value.

The Corporation believes that providing competitive overall compensation enables the Corporation to attract and retain qualified executives. Grants of long-term incentives in the form of Options serve to further encourage the retention of the Corporation's NEOs while incentivizing the NEOs to create and protect shareholder value.

In setting compensation, the Board considers various factors. Firstly, the remuneration package for each executive, as a whole, must be reasonably competitive with other similar companies. Secondly, the cash component must be such that the Corporation, as a capital pool company, can reasonably support it, taking into account that cash is directed into exploration, expansion and acquisition programs. Thirdly, the compensation package should be competitive relative to the Corporation's peer group.

The Corporation has no pre-set formula for determining amounts to be paid as a bonus. Instead, the approach is to consider the overall position of the Corporation compared to the objectives and strategy previously approved by the Board, taking into account the unique aspects of operating in Ontario. In addition, the Board has identified the significant elements of each senior management position and uses these criteria as one of the bases for determining compensation for each NEO.

The non-cash component consists of grants made pursuant to the Stock Option Plan. All Options that have been granted to management and the Board vest immediately and, by setting the Option price at a reasonable level such that there is a strong incentive to build shareholder value over the medium and longer term while avoiding the short-term approach to decision making, this element provides the incentive for management and the Board to look at the Corporation's operations on a multi-year horizon. Given the relatively small size of the Corporation and the dedicated management team, equity-based compensation arrangements, which are typically more complex than the existing Stock Option Plan, have not been considered necessary to date.

Accordingly, the Corporation applies the salary, bonus and Option elements to provide the short-, medium- and longer-term benefits and incentives described above.

No NEO or director of the Corporation is permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, or equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Determination of Compensation

The Board is, among other things, responsible for determining all forms of compensation of and for evaluating the Chief Executive Officer's performance and that of the other NEOs. The goals and objectives set for the NEOs for the Corporation's most recently completed financial year related to the completion of the Corporation's initial public offering and the identification and evaluation of assets or businesses that may be suitable for a qualifying transaction.

The appropriate quantum and form of compensation for the NEOs has been based on their qualifications, level of experience, and the compensation being paid to comparable executives working for companies in the Corporation's peer groups. In determining compensation in respect of these elements, the Board considers both the cumulative compensation being granted to executives as well as internal comparisons among the Corporation's executives. The Board discusses, reviews and assesses the performance of each NEO at the year end. At that time, the Chief Executive Officer makes a proposal of an appropriate remuneration package for each NEO (other than the Chief Executive Officer) for the consideration of the Board for the upcoming year.

Base Salaries

Base salaries or equivalent consulting fees for the NEOs are generally fixed by the Board in accordance with the general approach to compensation as described above. Increases or decreases on a year-over-year basis are dependent on the Board's assessment of the performance of the Corporation overall, the Corporation's projects and the individual's overall performance and skills. In determining such amounts, the Board generally balances the compensation objectives set out herein including the experience, skills and scope of responsibility of the executive with the goal of keeping cash compensation for its executive officers within the range of cash compensation paid by companies of similar size and industry.

Share-Based and Option-Based Awards

Long-term equity incentive compensation in the form of Options comprises a significant portion of overall compensation for the NEOs and the Board. The Board believes that this is appropriate because it creates a strong correlation between variations in the Corporation's Share price and the compensation of its executives, thereby aligning the interests of the Corporation's executives and Shareholders.

The Stock Option Plan provides that Options will be issued pursuant to Option agreements to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation (if one exists). The grant of Options to executive officers is determined by the Board. Options assist the Corporation in attracting, motivating and retaining top talent. The Corporation has used initial larger one-time grants to recruit new executives and directors and ensure that the NEOs have a significant stake in the performance of the Corporation. The Board reviews the option schedule periodically during each financial year and the contributions made to the Corporation by executive officers to determine whether additional Option grants should be made. Previous grants of Options are taken in account when considering new grants. Options issued have a term of five years which encourages the long-term retention of the Corporation's officers, employees and consultants.

Discussions by the Board are not dependent on or determined by formal analyses, criteria, benchmarking or objectives and are not linked in any quantitative way to the Corporation's Share price quoted on the TSX Venture Exchange. There are no contractual or other arrangements that must be considered in determining the compensation arrangements. Rather, the Corporation relies on the knowledge and experience of the directors together with background information on other similar companies in determining appropriate amounts for each element of the compensation package for each NEO.

As a new company, the Corporation will from time to time consider its approach to the determination of compensation from time to time throughout its development.

Assessment of Risks Associated with the Corporation's Compensation Policies and Practices

The Board has assessed the Corporation's compensation plans and programs for its executive officers to ensure alignment with the Corporation's business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Corporation.

The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans, and programs have generally been implemented by or at the direction of the Board.

Safeguards to Mitigate Compensation Risk

The Board is of the view that the executive compensation of the Corporation should not raise the Corporation's risk profile. Accordingly, the Corporation's compensation programs are founded on the principles that support the management of risk, ensuring that management's plans and activities are prudent and focused on generating shareholder value within an effective risk control environment. The Board designs the Corporation's compensation programs to appropriately reflect risk and to ensure that those programs do not drive risk-taking in excess of the Corporation's risk appetite. In general terms, the determination of compensation programs is based upon the Board's review with management of the Corporation's short, medium and longer term progress towards the strategies and objectives previously approved by the Board subject, in all cases, to the operating environment of the Corporation together with the specific challenges and responsibilities allocated to the individual and that person's performance in meeting these challenges. In addition, the determination also considers factors not readily susceptible to measurement such as changes in the general economic and political landscape as well as other matters. This approach is oriented towards results.

Management of the Corporation provides the Board with an annual budget with respect to its operational activities for each fiscal year. The Board members are mindful of the need of management to use the Corporation's capital to develop its business strategy and operations in a meaningful fashion and this is demonstrated through its review of management's annual budgets and operational forecasts and management's ability to meet or surpass the operational goals of the Corporation. The primary method of providing management with incentives is through the granting of Options, and the Board members feel that equity-linked instruments are an effective method of risk mitigation. The granting of Options which provide management with the potential for long term gains is considered to be an effective method of minimizing any incentive of management to conduct activities with a view to short term gains.

Pension Plan Benefits for NEOs

Since inception, the Corporation has not maintained any defined benefit plans, defined contribution plans or deferred compensation plans.

Securities Authorized for Issuance under Equity Compensation

Stock Option Plan

The Stock Option Plan is the Corporation's only equity compensation plan. As of the date of this Circular, the Corporation has 813,664 Options outstanding to purchase Shares.

The Stock Option Plan provides for the acquisition of Shares by directors, officers, employees or consultants of the Corporation, or any affiliated entity of the Corporation, for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees and directors and to secure for the Corporation and the Shareholders the benefits inherent in the ownership of Shares by key employees and directors, it being generally recognized that stock option plans can aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in such company.

Equity Compensation Plan Information

The following table provides details of the equity securities of the Corporation authorized for issuance for the financial period ended December 31, 2022 pursuant to the Stock Option Plan currently in place:

	Plan Category	Number ofsecurities to beissued uponexercise ofoutstandingoptions,warrants andrights (a)	Weightedaverageexercise priceof outstandingoptions,warrants andrights (b)	Number ofsecuritiesremainingavailable forfuture issuanceunder equitycompensationplans (excludingsecuritiesreflected incolumn (a))(c)
Year	Equitycompensation plansapproved bysecurityholders	813,664	$0.10	3
EndedDecember31, 2022	Equitycompensation plansnot approved bysecurityholders	nil	nil	nil
	Total	813,664	$0.10	3

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Since the beginning of the last financial year of the Corporation, none of the executive officers, directors or employees or any former executive officers, directors or employees of the Corporation or any proposed nominee for election as a director of the Corporation or any of their respective associates is or has been indebted to the Corporation or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "Informed Person" means (a) a Director or Executive Officer of the Corporation; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Corporation, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the notes to the Corporation's financial statements for the financial year ended December 31, 2021 none of:

• a) the Informed Persons of the Corporation;
• b) the proposed nominees for election as a director of the Corporation; or
• c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Corporation or in a proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.

APPOINTMENT OF AUDITOR

The auditor of the Corporation is Davidson and Company LLP, Chartered Professional Accountants, 1200-609 Granville Street, P.O. Box 10372, Vancouver, British Columbia V7Y 1G6, first appointed on October 15, 2021.

AUDIT COMMITTEE

The information required to be disclosed by National Instrument 52-110 Audit Committee is attached to this Circular as Schedule "A".

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Corporation is Capital Transfer Agency, ULC through its office located in Toronto, Ontario.

ADDITIONAL INFORMATION

Copies of this Circular, the comparative audited annual financial statements of the Corporation for the year ended December 31, 2021 interim financial statements subsequent to those financial statements and management discussion and analysis for the year ended December 31, 2021 may be obtained on SEDAR at www.sedar.com or free of charge from the Corporation upon request from the Chief Executive Officer of the Corporation at 777 Hornby Street, Suite 600, Vancouver, British Columbia, V6Z 1S4, Telephone: 416.519.6886, and such documents will be sent by mail or electronically by email as may be specified at the time of the request. Financial information on the Corporation is provided in the Corporation's comparative audited annual financial statements and accompanying management discussion and analysis for the year ended December 31, 2021.

BOARD APPROVAL

The contents of this Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board of Directors.

DATED at Vancouver, British Columbia, this February 10, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Charles Walensky"

CHARLES WALENSKY Chief Executive Officer and Director

MAYFAIR ACQUISITION CORP. (the "Corporation")

SCHEDULE "A"

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

COMPOSITION OF THE AUDIT COMMITTEE

The Corporation's Audit Committee is comprised of three directors consisting of Arthur Regan, Peter Shaerf, and Charles Walensky. The Chair of the Audit Committee is Arthur Regan. The following table sets out the names of the members of the Audit Committee and whether they are "independent" and "financially literate" for the purposes of National Instrument 52-110 Audit Committees ("NI 52-110").

Name of Member	Independent(1)	Financially Literate(2)
Arthur Regan	Yes	Yes
Peter Shaerf	Yes	Yes
Charles Walensky	No	Yes

Notes:

• (1) To be independent, a member of the Audit Committee must not have any direct or indirect "material relationship" with the Corporation. A material relationship is a relationship, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment. Accordingly, an executive officer of the Corporation is not independent, nor is a director that is paid consulting fees for non-director services provided to the Corporation.
• (2) To be considered financially literate, a member of the audit committee must have 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 complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

RELEVANT EDUCATION AND EXPERIENCE

NI 52-110 provides that an individual is "financially literate" if he or she 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 complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

All of the members of the Corporation's current audit committee are "financially literate" as that term is defined in NI 52-110.

For a description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member, please see the above section regarding the Election of Directors.

All members have an understanding of the accounting principles used by the Corporation to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

AUDIT COMMITTEE OVERSIGHT

Since the commencement of the Corporation's most recently completed financial year, there have not been any recommendations of the Audit Committee to nominate or compensate an external auditor which were not adopted by the Corporation's board of directors.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has the authority and responsibility for pre-approval of all non-audit services to be provided to the Corporation by the external auditors, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit Committee.

EXEMPTION

In respect of the most recently completed financial year, the Corporation relied upon the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Committee) and Part 5 (Reporting Obligations) of the NI 52-110.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

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

The aggregate fees billed by the Corporation's external auditors for audit fees are as follows:

Nature of services	Fees Billed by Auditor for Year Ended December 31, 2021
Audit Fees	$8,500
Audit Related Fees	$104
Tax Fees	$3,000
All Other Fees	$nil

MAYFAIR ACQUISITION CORP. (the "Corporation")

SCHEDULE "B"

BOARD OF DIRECTORS MANDATE DISCLOSURE

MAYFAIR ACQUISITION CORP.

MANDATE OF THE BOARD OF DIRECTORS

RESPONSIBILITY OF THE BOARD

The directors of the Corporation are responsible for managing the business and affairs the Corporation and, in doing so, must act honestly and in good faith with a view to the best interests of the Corporation.

Board Mandate

The Board's mandate includes setting long-term goals and objectives for the Corporation, formulating the plans and strategies necessary to achieve those objectives, and supervising senior management who are responsible for the implementation of the Board's objectives and day-to-day management of the Corporation. The Board retains a supervisory role and ultimate responsibility for all matters relating to the Corporation and its business.

The Board discharges its responsibilities both directly and through the Audit Committee. The Board may also appoint ad hoc committees periodically to address issues of a more short-term nature.

RESPONSIBILITIES OF THE BOARD

Board Composition

The Board is responsible for managing its own affairs by giving its approval of its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation. When the Chair of the Board is not an independent director, the independent directors of the Board shall designate an independent director to be the lead director. The Board is responsible for determining the roles and responsibilities of the independent Chair or, if applicable, lead director. The Board shall annually evaluate the independence of the Chair or, if applicable, lead director.

Delegation of Board Matters

The Board may delegate to Board committees matters that the Board is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

Education

The Board is responsible for ensuring that measures are taken to orient new directors regarding the role of the Board, the Audit Committee and its directors and the nature and operation of the Corporation's business. The Board is also responsible for ensuring that measures are taken to provide continuing education for its directors to ensure that they maintain the skill and knowledge necessary to meet their obligations as directors.

Board Performance

The Board shall annually review the performance of the Board and its committees against their respective charters and mandates and disclose the process in all applicable public documents. The Board shall also annually evaluate the performance of individual directors, the performance of the Chair and the performance of the lead director, if any.

Approval of Appointment of Management

The Board is responsible for approving the appointment of the officers of the Corporation. The Board, together with the Chief Executive Officer of the Corporation, may develop a position description for the Chief Executive Officer if desired.

Approval of Compensation of Management

The Board approves the compensation of officers and reviews and approves the Corporation's incentive compensation plans.

Delegation to Management

The Board from time to time delegates to senior management the authority to enter into transactions, such as financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business, are reviewed by and are subject to the prior approval of the Board.

Management Development and Succession

The Board ensures that adequate plans are in place for management development and succession.

Crisis or Emergency

The Board assumes a more direct role in managing the business and affairs of the Corporation during any period of crisis or emergency.

Responsibility for Strategic Planning

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the goals and objectives of the Corporation.

The Board is responsible for reviewing the business, financial and strategic plans by which it is proposed that the Corporation may reach those goals.

Provide Management with Input

The Board is responsible for providing input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.

The Board will consider alternative strategies in response to possible change of control transactions or takeover bids with a view to maximizing value for Shareholders.

Monitoring of Financial Performance and Other Financial Matters

The Board is responsible for enhancing the alignment of Shareholder expectations, Corporation plans and management performance.

The Board is responsible for adopting a process for monitoring the Corporation's progress toward its strategic and operational goals and revising its direction to management in light of changing circumstances affecting the Corporation.

Assessment of Integrity of Internal Controls

Directly and through the Audit Committee, the Board assesses the integrity of internal controls over financial reporting and management information systems.

Budgets and Financial Statements

The Board reviews and approves capital, operating and exploration and development expenditures including any budgets associated with such expenditures.

The Board is responsible for approving the annual audited financial statements and, if required by applicable securities legislation, the interim financial statements, and the notes and Management's Discussion and Analysis accompanying such financial statements. The Board may delegate responsibility for approving interim financial statements to the Audit Committee.

Material Transactions

The Board is responsible for reviewing and approving material transactions outside the ordinary course of business, including material investments, acquisitions and dispositions of material capital assets, material capital expenditures, material joint ventures, and any other major initiatives outside the scope of approved budgets.

Governance of All Board Matters

The Board approves those matters that are required under the Corporation's governing statute to be approved by the directors of the Corporation, including the issuance, purchase and redemption of securities and the declaration and payment of any dividends.

Risk Management

The Board is responsible for the identification of the principal risks of the Corporation's business and monitoring and managing those risks with a view to the long-term viability of the Corporation and achieving a proper balance between the risks incurred and the potential return to the Corporation's Shareholders.

The Board monitors the conduct of the Corporation and ensures that it complies with applicable legal and regulatory requirements.

Policies and Procedures

The Board is responsible for approving and monitoring compliance with all significant policies and procedures by which the Corporation is operated and approving policies and procedures designed to ensure that the Corporation operates at all times within applicable laws and regulations. The Board is responsible for adopting a written code of ethical business conduct for the directors, officers and employees of the Corporation and is responsible for monitoring compliance with the code and to encourage and promote a culture of ethical business conduct.

Director Independence

The Board is responsible for taking steps to ensure that directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Confidentiality

The Board shall enforce its policy respecting confidential treatment of the Corporation's proprietary information and the confidentiality of Board deliberations.

Communications and Reporting

The Board is responsible for approving a corporate Disclosure Policy to address communications with Shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Corporation is conducted.

The Board is responsible for ensuring appropriate policies and processes are in place to ensure the Corporation's compliance with applicable laws and regulations, including timely disclosure of relevant corporate information and regulatory reporting.