Mega Uranium Ltd. — AGM Information 2023

Feb 17, 2023

MEGA URANIUM LTD.

NOTICE OF ANNUAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

January 27, 2023

MEGA URANIUM LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of shareholders of Mega Uranium Ltd. (the "Corporation") will be held at 217 Queen Street West, Suite 401, Toronto, ON M5V 0R2, on Tuesday, March 28, 2023, at 11:00 a.m. (Toronto time), for the following purposes:

• 1. to receive the audited financial statements of the Corporation for the year ended September 30, 2022 and the report of the auditor thereon;
• 1. to elect directors;
• 1. to appoint Ernst & Young LLP, Chartered Accountants, as auditor of the Corporation, and to authorize the directors to fix their remuneration; and
• 1. to transact such further or other business as may properly come before the Meeting or any adjournment(s) thereof.

Registered shareholders entitled to vote who do not expect to be present at the Meeting are encouraged to date, sign and return the form of proxy that has been provided to them by the Corporation. The directors have fixed the hour of 11:00 a.m. (Toronto time) on March 24, 2023 or, if the Meeting is adjourned or postponed, on the day that is two business days preceding the adjournment or postponement, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Corporation, c/o TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1.

If you are a non-registered shareholder of the Corporation, either a proxy form or a voting instruction form has been sent to you. You must complete and return the form in accordance with the instructions provided on it in order to vote in respect of the matters indicated above either in person or by proxy at the Meeting. The section of the Circular entitled "Non-Registered Holders", which is included with this notice of meeting, provides additional information for non-registered shareholders.

DATED the 27th day of January, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Richard Patricio"

Richard Patricio President & Chief Executive Officer

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF MEGA URANIUM LTD. (THE "CORPORATION") OF PROXIES TO BE USED AT THE ANNUAL MEETING (THE "MEETING") OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ENCLOSED NOTICE OF MEETING. While it is expected that the solicitation will be primarily by mail, proxies may also be solicited personally by our regular employees at nominal cost. The cost of solicitation by management will be borne directly by us. None of our directors have advised management in writing that they intend to oppose any action intended to be taken by management at the Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT THE SHAREHOLDER AT THE MEETING MAY DO SO either by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of our transfer agent, TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1, not later than 11:00 a.m. (Toronto time) on March 24, 2023 or, if the Meeting is adjourned, on the day that is two business days preceding the adjournment.

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so either:

• 1. by delivering another properly executed form of proxy bearing a later date and depositing it as described above;
• 1. by depositing an instrument in writing revoking the proxy executed by the shareholder:
  • (a) with TSX Trust Company at any time up to and prior to the close of business on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or
  • (b) with the Chair of the Meeting on the day of the Meeting or any adjournment thereof, prior to the commencement of the Meeting or any adjournment thereof, as applicable; or
• 1. in any other manner permitted by law.

VOTING OF PROXIES

Shares represented by properly executed proxies WILL BE VOTED OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER ON ANY BALLOT THAT MAY BE CALLED FOR AND IF THE SHAREHOLDER SPECIFIES A CHOICE WITH RESPECT TO ANY MATTERS TO BE ACTED UPON, THE SHARES WILL BE VOTED ACCORDINGLY. Where there is no choice specified, shares represented by properly executed proxies in favour of persons designated in the printed portion of the enclosed form of proxy WILL BE VOTED FOR EACH OF THE MATTERS TO BE VOTED ON BY SHAREHOLDERS AS DESCRIBED IN THIS MANAGEMENT INFORMATION CIRCULAR. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the notice of Meeting, or other matters which may properly come before the Meeting. At the time of printing this circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

If you are a non-registered holder of our common shares (i.e., you hold common shares that are not registered in your name), you should refer to the section below entitled "Non-Registered Holders" for information specific to you on how to vote your common shares at the Meeting.

NOTICE AND ACCESS

This circular and associated materials for the Meeting (collectively, the "Meeting Materials") are being sent to both registered and non-registered holders of our common shares using "notice-and-access", the delivery procedures that allow us to send shareholders paper copies of an information notice and form of proxy or voting information form, as applicable, while providing shareholders access to electronic copies of the Meeting Materials or to paper copies of the materials if they so request them within the applicable time periods.

Meeting materials are available electronically on SEDAR (sedar.com) under our issuer profile and at https://docs.tsxtrust.com/2151. Shareholders who want to receive a paper copy of the Meeting Materials or who have questions about notice-and-access may call toll free 1-866-600-5869 or email tsxtis@tmx.com. In order to receive a paper copy in time to vote before the Meeting, requests should be received by March 17, 2023.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of an unlimited number of common shares, of which 359,685,636 common shares were issued and outstanding as at January 27, 2023.

February 9, 2023 is the record date for determining the registered holders of our common shares who are entitled to vote at the Meeting. Each shareholder is entitled to one vote for each common share registered in the shareholder's name on the record date.

To the knowledge of our directors and officers, as of January 27, 2023, no person or company beneficially owns, directly or indirectly or exercises control or direction over more than 10% of the outstanding common shares.

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most of our shareholders are "non-registered" shareholders because the common shares that they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. A person is not a registered shareholder in respect of our common shares which are held either: (a) in the name of an intermediary that the non-registered shareholder deals with in respect of the common shares (an intermediary includes, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited), of which the intermediary is a participant.

A non-registered shareholder will receive Meeting Materials from either the intermediary who holds their common shares or directly from us (or our agent). If you are a non-registered shareholder and we or our agent have sent the Meeting Materials directly to you, your name and address and information about your holdings of our common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf. By choosing to send these materials to you directly, we (and not the intermediary holding on your behalf) have assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Included in your Meeting Materials is a voting instruction form. You must complete the form and return it containing your voting instructions as specified in the form in order for your common shares to be voted at the Meeting.

If you are a non-registered shareholder and object to us receiving access to your personal name and address, we have provided these documents to your broker, custodian, fiduciary or other intermediary to forward to you. Please follow the voting instructions that you receive from your intermediary. Your intermediary is responsible for properly executing your voting instructions.

The purpose of these procedures is to permit non-registered shareholders to direct the voting of the common shares which they beneficially own. If you receive a voting instruction form with your Meeting Materials and you want to vote at the Meeting in person, you must insert your name in the blank space provided or the name of someone else who will attend the Meeting on your behalf, instead of filling in the voting instructions in the form, and return the form in accordance with the instructions contained in it. When you arrive at the Meeting, you or the person that you have designated on your voting instruction form to attend on your behalf will then have to register with the scrutineers.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Our consolidated financial statements for the fiscal year ended September 30, 2022, together with the auditor's report thereon, will be placed before the shareholders at the Meeting.

Election of Directors

Majority Voting Policy

The board of directors has adopted a majority voting policy which requires that any nominee for election as a director in an uncontested election, who receives a greater number of votes "withheld" from his or her election than votes "for" such election, promptly tender his or her resignation to the board, to be effective upon the board's acceptance. The board will promptly, and in any event within 90 days of the final voting results, accept the tendered resignation unless it determines that there are extraordinary circumstances relating to the composition of the board or the voting results that should delay the acceptance of the resignation or justify rejecting it. Subject to any corporate law restrictions, the board may leave a resulting vacancy unfilled until the next annual meeting of shareholders, fill the resulting vacancy through the appointment of a new director, or call a special meeting of shareholders to consider another nominee for election to fill the vacancy.

Nominees for Election

At the Meeting, management proposes to nominate the persons listed below for election as directors (the "Nominees"). Each director will hold office until the election of his successor at our next annual meeting, or any adjournment thereof, or until his office is earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario).

The following table provides the names of the Nominees and information concerning them. The persons named in the enclosed form of proxy intend to vote FOR the election of each of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director, however, if a Nominee is so unavailable, the persons named in the enclosed form of proxy will vote FOR another nominee in management's discretion, unless the shareholder has specified in the shareholder's proxy that the shareholder's shares are to be withheld from voting in the election of the Nominee.

Name and Province/Stateand Country of Residence	Principal Occupation	DirectorSince	Number of Common SharesHeld, Controlled or Directed(1)
Albert Contardi(2)Ontario, Canada	President and CEO, Generic CapitalCorporation, an exempt marketdealer, and CEO, QcX Gold Corp., amineral exploration company	2016	2,050,000
Larry Goldberg(3),(4)Ontario, Canada	Corporate director and independentconsultant	2016	100,000
Arni Johannson(3),(5)Malta	Founding Partner and President,Canadian Nexus Ventures Ltd., aventure capital firm focused onCanadian public and private equity	2005	1,380,000
Douglas Reeson(5)Ontario, Canada	Professional Director andManagement Consultant to GossanResources Limited, a mineralexploration company	2002	1,500,000
Stewart TaylorBrisbane, Australia	Principal, Stewart Taylor &Associates, a geological consultingcompany	2006	5,015,000

(1) The information provided indicates the number of common shares beneficially owned, or controlled or directed, directly or indirectly, by each Nominee as at January 25, 2023 and has been furnished by each Nominee. (2) Chair of the Board and of the Nominating and Compensation Committee. (3) Member of the Nominating and Compensation Committee.

(4) Chair of the Audit Committee.

(5) Member of the Audit Committee.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director of the company is, or within the 10 years prior to the date of this circular, either:

• (i) has been a director, chief executive officer or chief financial officer of any company that while that person was acting in that capacity (or in the case of (c) below, within a year of the person ceasing to act in that capacity):
  • (a) was the subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days (any of such orders, an "Order");
  • (b) 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; or
  • (c) 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
• (ii) has individually, within the 10 years prior to 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 his assets,

with the exception of the following:

(I) Douglas Reeson was a director of Colossus Minerals Inc. from January 2007 to December 29, 2013. On January 14, 2014, Colossus announced a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) to enable Colossus to pursue a sale and restructuring with the benefit of creditor protection. Colossus' common shares were suspended from trading by the TSX. On January 21, 2014, the TSX decided to delist Colossus' common shares and all other listed securities on February 21, 2014. On March 14, 2014, the Ontario Superior Court approved Colossus' Second Amended Proposal and Plan of Reorganization which provided for a share consolidation of the existing shareholders on a 200:1 ratio whereby the existing shareholders would retain a 1.7% equity interest in the recapitalized company. On April 29, 2014, the Ontario Securities Commission issued a temporary cease trade order and on May 12, 2014, a cease trade order against the company for failing to meet continuous disclosure requirements.

Appointment of Auditor

Unless such authority is withheld, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Ernst & Young LLP ("E&Y"), as our auditor, to hold office until our next annual meeting of shareholders, and to authorize the directors to fix E&Y's remuneration.

E&Y was first appointed as auditor on March 27, 2019.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Our executive compensation structure is designed to encourage and motivate executives to achieve high levels of performance, both individually and for the company, particularly over the medium-to-long term. An executive's overall compensation package in any given year will reflect the functions being performed, and his or her overall contribution to the organization, capacity to improve our financial performance, enthusiasm and loyalty, and ability to create or help to create value for the benefit of our shareholders.

An executive's compensation may be comprised of three principal components: base salary, annual or periodic cash bonuses and stock options. Base salary and cash bonus components motivate executives in the short-to-medium term, while stock option grants align their interests with those of our shareholders and assist in keeping us competitive in the market for high quality executives.

Each component of an executive's compensation is typically determined with an overall view to the individual's total compensation package.

The process for determining executive compensation overall is relatively informal, in view of our size and operations. Executive officers are involved in the process and make recommendations to the Nominating and Compensation Committee, which considers and, depending upon the circumstances, either approves senior management compensation or recommends the compensation to the Board of Directors for approval.

Except for the annual bonus entitlement for our President and Chief Executive Officer (discussed below under "Bonus"), there are no specific performance goals used in determining the compensation of executive officers. Historically, as an exploration company without a reoccurring revenue or profit base, executive compensation has not been tied to quantitative measures of our performance. From time to time, compensation has been and going forward may be tied to certain qualitative measures of our performance. For example, an executive's contribution toward the achievement of certain strategic objectives (e.g., meeting exploration targets or completing acquisitions) may be considered for the purposes of determining an entitlement to (and quantum of) a cash bonus and/or option grant. The same may also be a factor in determining salary increases. Furthermore, as the composition of our assets has evolved in recent years, with a greater weighting in equity investments, quantitative measures may assume greater relevance for compensation purposes.

In assessing the adequacy and competitiveness of executive compensation packages, including for the purposes of considering increases in base salaries and bonus awards, reference may be made to the practices of a comparative group of uranium-focused public companies, chosen based upon factors such as size (market capitalization), stage of operations (pre-production to production), and location of operations, and of investment companies, in recognition of the evolving nature of the Company's asset mix, all with a view to providing a spectrum of compensation data.

The most recent peer group utilized by the Nominating and Compensation Committee for this purpose was composed of the following mining-based investment and royalty companies (which can be viewed as hybrid exploration and investment businesses and, accordingly, a useful benchmark for our operations):

Aberdeen International Inc.	EMX Royalty Corporation
Metalla Royalty and Streaming Ltd.	Nova Royalty Corp.
OliveResource Capital Inc.	ThreeD Capital Inc.
Uranium Royalty Corp.	VOX Royalty Corp.

Details concerning the compensation paid to our "Named Executive Officers" are disclosed elsewhere in this section of the circular. The Named Executive Officers are the Chief Executive Officer and Chief Financial Officer and each of our three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation for the 2022 financial year was greater than $150,000, as calculated in accordance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"). The Named Executive Officers for our 2022 financial year are: Richard Patricio, President and Chief Executive Officer; Carmelo Marrelli, Chief Financial Officer; and Richard Homsany, Executive Vice President, Australia.

Salary

Amounts paid to an executive officer as base salary, including merit salary increases, are determined by reference to the individual's performance and salaries prevailing in the marketplace for comparable positions.

The base salary of each executive officer is reviewed as required. Salary adjustments take into consideration the general level of salaries in the marketplace for comparable positions, the performance of the executive and our performance.

During the 2022 financial year, our Chief Executive Officer's annual base compensation was increased to $350,000, having previously remained unchanged since 2016. The increase was determined with reference to the CEO base compensation levels in the comparative group referenced above and Mr. Patricio's responsibilities and performance. The updated base compensation was set at the lower end of the range recommended by the Nominating and Compensation Committee to the Board of Directors.

No other changes were made to any NEO's base compensation in respect of the 2022 fiscal year.

Bonus

Cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the company. Pursuant to the terms of his agreement with us, Mr. Patricio is entitled to an annual performance-based bonus (discussed below), the terms of which are established by either the Nominating and Compensation Committee or the Board of Directors, and the other Named Executive Officers are entitled to receive discretionary cash bonuses from time to time, as determined by the Chief Executive Officer, and approved by the Nominating and Compensation Committee. Except in respect of Mr. Patricio, there are no specific performance goals used in determining an officer's bonus entitlement.

Bonuses are generally awarded in respect of a calendar year, rather than our financial year ended September 30th. For the 2022 calendar year, our Chief Executive Officer was eligible to earn a bonus of up to 100% of his base compensation upon achieving the following corporate and individual performance objectives: (i) 25% for an increase of up to 25% in the company's share price over the prior calendar year's watermark price of $0.255; (ii) 25% for completion of an acquisition valued at $10 million or more; (iii) 25% for creation of $5 million or more in working capital via internal funding sources, including portfolio transactions, and/or external equity-based financings; (iv) 25% for the identification and execution of new investment opportunities/deals for the company; (v) 25% for contributions to the completion by investee companies of material transactions; and (vi) 25% at the discretion of the Board.

Based on the above-criteria, upon the recommendation of the Nominating and Compensation Committee, the Board awarded a bonus of $175,000 to Mr. Patricio, representing 50% of his base compensation, 25% of which was awarded under the new investments component and 25% of which was awarded under the discretionary component.

In addition to an annual bonus, our Chief Executive Officer has a special bonus entitlement (the "Special Bonus"), which is tied to the performance of our original portfolio investment in NexGen Energy Ltd. (the "NexGen Investment"). As part of the Compensation Committee's (as the Nominating and Compensation Committee was then known) review of Mr. Patricio's compensation structure during the 2017 financial year, the Committee recognized the strategic changes that we have undergone over the last several years, which he spearheaded, involving the acquisition and sale of the property which now hosts the significant NexGen uranium discovery and the series of transactions that culminated in the NexGen Investment which have had a transformational impact on our balance sheet and financial condition. The Committee determined that it would be appropriate to reward Mr. Patricio for his efforts to-date and continue to properly incentivize him with respect to managing the investment until and upon the occurrence of a liquidity event, the structure of which aligns both the company's (and shareholders') and his interests, and concluded that the disposition of the NexGen Investment would be an appropriate milestone.

The Special Bonus may be payable to Mr. Patricio at the board's discretion upon the full disposition of the NexGen Investment, based upon the cash proceeds of disposition of the position, net of original acquisition costs and applicable taxes, and subject to a maximum bonus payable of 5% of the net proceeds. The board also has the discretion to determine that payment of up to 50% of the bonus will be satisfied by the issuance of common shares of the company, subject to applicable regulatory approval. The bonus entitlement is not tied to a particular year and remains in effect until disposition of the investment.

During the 2022 financial year, Mr. Patricio and the Nominating and Compensation Committee engaged in discussions regarding the terms of the Special Bonus in the circumstances of a change in control of the company or his termination without cause. Recognizing that the structure of the bonus unintentionally created a degree of unfairness to him, especially in view of its purpose, the Committee recommended and the Board of Directors approved changes to these terms to provide for the non-discretionary payment of the bonus upon the occurrence of either of the two events. The particulars of these changes are described elsewhere in this circular in the section entitled "Termination and Change in Control Benefits".

No award was made in respect of the Special Bonus for the 2022 financial year.

Option-based awards

Stock option grants are an important component of the compensation packages of the Named Executive Officers. Options are granted pursuant to our stock option plan. Our stock option plan is administered by the board of directors, which has the authority to amend the plan and the terms of outstanding options, subject to applicable regulatory and shareholder approvals and provided that no amendment may materially impair the rights of existing option holders in respect of options outstanding prior to the amendment. In accordance with option granting procedures adopted by the board of directors, options may be awarded on four pre-established, regular grant dates during the year (provided no trading black-outs are in effect on such dates).

Generally, the Chief Executive Officer proposes option grants for executive officers and the Nominating and Compensation Committee reviews the proposed grants prior to their submission to the board of directors for its consideration and approval. When considering an award of options to an executive officer, consideration of the number of options previously granted to the executive may be taken into account.

Our Chief Executive Officer's compensation package includes a reference target of 3% for the purposes of stock option grants to him (i.e., the total number of options held by him should be exercisable for 3% of the total number of our common shares outstanding from time to time).

Additional information concerning our option granting process and practices and grants made to the Named Executive Officers is provided elsewhere in this circular under the heading "Incentive Plan Awards" and in the Summary Compensation Table.

Compensation Risk

As discussed above, our compensation practices are relatively informal and involve a mix of salary, stock options and discretionary cash bonuses determined in view of an individual's and the company's overall performance, without specific performance goals. The mix of components represents a balanced approach, combining fixed and variable pay and short-to-long term incentives. Salary, bonuses and option grants for our executive officers are also reviewed and/or approved by the Nominating and Compensation Committee, which acts as a control on the quantum of these compensation components in view of their discretionary nature.

The Nominating and Compensation Committee has considered our compensation practices to determine whether they are likely to encourage executive officers to expose the company to inappropriate or excessive risks. The Committee concluded that there are no risks identified from our compensation policies and practices that are reasonably likely to have a material adverse effect on the company.

Restrictions on Hedging Mega Securities

Our directors and officers, including the Named Executive Officers, are subject to our Insider Trading Policy. The policy does not specifically prohibit them from purchasing financial instruments that could be used to hedge a decrease in the market value of equity securities granted to them as compensation or held, directly or indirectly, by them. It does prohibit short selling any of our securities (that is selling securities which are not owned at the time of sale), except for the purpose of facilitating the exercise or conversion of a security owned and corresponding sale of the underlying security.

Performance Graphs

The following graph compares the cumulative total shareholder return on our common shares (assuming the reinvestment of cash dividends of which there have been none) with the cumulative total return on the S&P/TSX Composite Index and the S&P/TSX Global Mining Index for the five most recently completed financial years. The graph and table illustrate what a $100 investment in our common shares made on September 30, 2017, as compared to a $100 investment in the S&P/TSX Composite Index and the S&P/TSX Global Mining Index made on the same date, would be worth on September 30th of each of the five subsequent years.

The following graph compares the trend in compensation of the Named Executive Officers (referred to as "NEO Compensation" in the graph), as a group, to the trend in our share price. The annual aggregate compensation paid to the Named Executive Officers for each of the last five financial years, indexed to 2017, is shown with the cumulative total shareholder return on our common shares over the same period.

Except for a component of our Chief Executive Officer's annual bonus entitlement (discussed earlier under "Compensation Discussion & Analysis – Bonus"), generally, no specific part of our executive compensation structure is directly tied to our share price, in the sense that share performance is not typically determinative of the quantum of base salaries, annual bonuses or stock option grants, though it may be a factor considered from time to time.

Option-based awards represent the form of compensation most directly tied to our stock price, insofar as the intrinsic value of options at any point in time (i.e., whether or not they are "in-the-money" and by how much) is directly correlated to the trading price of our shares and is thereby the compensation component most directly aligned with the interests of our shareholders. Additionally, in accordance with NI 51-102, for the purposes of calculating the NEO Compensation above and the total compensation of the Named Executive Officers under "Summary Compensation Table" elsewhere in this section of the circular, options granted to the Named Executive Officers are valued using the Black-Scholes valuation method. Because our stock price is an input used in the Black-Scholes valuation method, the Named Executive Officers' total annual compensation reflected in the graph is, at least, partially connected to the market value of our shares on the grants dates.

Trends in total compensation for the Named Executive Officers during the five year period reflected in the graph above are primarily attributable to grant-date values of options awarded in each of the financial years, the annual bonus paid to our Chief Executive Officer for the years other than 2018 and 2019 and a discretionary bonus paid to our Executive Vice President, Australia in 2020 and 2021.

Compensation Governance

The Nominating and Compensation Committee assists our board of directors in respect of compensation for our directors and officers. As described earlier, our compensation practices are relatively informal and, except as otherwise indicated, the board of directors has not specifically adopted any formal policies or practices to determine director and officer compensation.

The members of the Nominating and Compensation Committee are Albert Contardi, Larry Goldberg and Arni Johannson, each of whom is independent from the company. Mr. Goldberg and Mr. Johannson also serve on our Audit Committee, Mr. Contardi is a prior member of the Audit Committee, and each has previously served and/or currently serves on the audit committees and compensation committees of other public companies, including those in the mining industry. Additionally, in his capacity as Chief Financial Officer for many public and private companies, Mr. Goldberg has been in involved in executive compensation research and the development of compensation packages for all levels of organizations. Accordingly, each member has an understanding of financial and risk management matters relating to Mega specifically, as well as those matters in the context of other issuers, which enables the committee, as a whole, to make decisions concerning our compensation policies and practices. The responsibilities of the Nominating and Compensation Committee are described in the section of this information circular entitled "Corporate Governance – Compensation" and their involvement in the determination of the Named Executive Officers' compensation is described earlier in this section.

Summary Compensation Table

The following table sets forth the total compensation paid or payable by us, for our fiscal years ended September 30, 2022, 2021 and 2020, to our Chief Executive Officer, Chief Financial Officer and our three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) whose total compensation exceeded $150,000 during the 2022 fiscal year (collectively, the "Named Executive Officers"). Only one executive officer (other than the Chief Executive Officer and the Chief Financial Officer) earned over $150,000 in total compensation for the 2022 financial year.

Summary Compensation Table

Name andprincipal position	Year	Salary/Fees($)	Option-basedawards(1)($)	Non-equity incentiveplan compensation(2)Annual incentive plans	All othercompensation($)	Totalcompensation($)
Richard Patricio(3)	2022	331,250	548,750	196,934	Nil	1,076,934
President & Chief	2021	275,000	144,032	231,426	Nil	650,458
Executive Officer	2020	275,000	144,769	103,125	Nil	522,894
Carmelo Marrelli(4)Chief Financial Officer	202220212020	42,00042,00042,000	67,10041,15210,277	NilNilNil	24,00024,00024,000	133,100107,15276,277
Richard Homsany(5)	2022	218,352	207,200	3,750	Nil	429,302
Executive Vice President,	2021	228,096	82,304	46,250	Nil	356,650
Australia	2020	218,928	29,957	26,250	Nil	275,135

(1) Option-based awards are stock options granted to the Named Executive Officers under our stock option plan. Each option entitles the holder to acquire one common share of Mega. Options vest and become exercisable in equal amounts every three months, over a period of eighteen months from the grant date, are granted at an exercise price per share equal to the closing price of our common shares on the Toronto Stock Exchange on the trading day immediately preceding the grant date, and expire five years from the grant date.

The dollar value of the option-based awards reflects the fair value of the options granted to the Named Executive Officers during the year, calculated as at the applicable grant date using the Black-Scholes valuation method. The values are calculated and provided for the purposes of the requirements of NI 51-102 and may not reflect the actual values that would be realized by the Named Executive Officers when they ultimately exercise the options, if at all, which realized values will depend upon the market price of our common shares at the time of exercise. Additionally, the values reported do not reflect the intrinsic value of the options (the difference between the market price of the shares and the exercise price) on the grant date or as at the end of the applicable financial year. Details of the Black-Scholes values used to calculate the fair value of the option grants indicated in the table are provided in the section entitled "Fair Value of Option-Based Awards which follows the table.

2022 options are exercisable at a price of $0.255, $0.35, $0.255 and $0.28, until expiry on January 1, 2027, February 28, 2027, May 31, 2027 and August 31, 2027, respectively. During the 2022 financial year, 3,550,000 options were issued to Mr. Patricio, 400,000 options were issued to Mr. Marrelli and 1,300,000 options were issued to Mr. Homsany. 2021 options are exercisable at a price of $0.195, $0.265 and $0.26, until expiry on February 28, 2026, May 31, 2026 and August 31, 2026, respectively. During the 2021 financial year, 1,050,000 options were issued to Mr. Patricio, 300,00 options were issued to Mr. Marrelli and 600,000 options were issued to Mr. Homsany. 2020 options are exercisable at a price per share of $0.10 and $0.14, until expiry on May 31, 2025, and August 31, 2025, respectively. During the 2020 financial year, 3,900,000 options were issued to Mr. Patricio, 135,000 options were issued to Mr. Marrelli and 600,000 options were issued to Mr. Homsany. The dollar values of all of the foregoing options on their respective grant dates (calculated as set forth in the section below entitled "Fair Value of Option-Based Awards") are reported in the table.

(2) We do not have any long-term non-equity incentive plans. Non-equity incentive plan compensation reflects annual cash bonuses paid or payable to the Named Executive Officers in respect of the applicable financial year ended September 30th. However, bonuses are generally payable in respect of services rendered for a calendar year, rather than our September 30th financial year. Accordingly, an amount shown in the table for a financial year represents the portion(s) of the calendar-year bonus(es) awarded to the Named Executive Officer which is (are) attributable to services rendered in that financial year. Mr. Patricio was awarded a $175,000 bonus in respect of the calendar year ended December 31, 2022 and a $262,735 bonus in respect of the calendar year ended December 31, 2021. His 2022 bonus amount indicated in the table is comprised of the portion of his 2021 calendar-year bonus attributable to the period of October 1, 2021 to December 31, 2021 and the portion of his 2022 calendar-year bonus attributable to the period of January 1, 2022 to September 30, 2022. Mr. Homsany was awarded a $50,000 bonus in respect of the calendar year ended December 31, 2021. His 2022 bonus amount indicated in the table is comprised of the portion of his 2021 calendar-year bonus attributable to the period of October 1, 2021 to December 31, 2021.

(3) Compensation is paid to Totus Inc., a corporation controlled by Mr. Patricio. Effective January 1, 2022, Mr. Patricio's annual base compensation was increased to $350,000.

(4) Compensation is paid to Marrelli Support Services Inc. ("Marrelli Co."), the securities of which Mr. Marrelli has indirect control and direction over. Under the terms of our agreement with Mr. Marrelli and Marrelli Co., a monthly fee of $5,500 is paid to Marrelli Co., $3,500 of which is payable for Mr. Marrelli's services as our Chief Financial Officer and $2,000 of which is payable for accounting services provided to us by Marrelli Co.

(5) Compensation is paid to Cardinals Corporate Pty Ltd, a corporation controlled by Mr. Homsany. Mr. Homsany is entitled to receive aggregate fees totaling AUD$240,000 per year, payable in Australian dollars by one of our Australian subsidiaries. Consistent with our accounting practices, amounts indicated in the table have been converted from Australian dollars to Canadian dollars at the average Bank of Canada exchange rate during the applicable financial quarter in which the amounts were paid. The average exchange rate utilized for conversion of the 2022, 2021 and 2020 amounts was $0.9098, $0.9341 and $0.9122, respectively.

Fair Value of Option-Based Awards

The dollar value of the option-based awards indicated in the table above reflects the fair value of the options granted to the Named Executive Officers during the year, calculated as at the applicable grant date using the Black-Scholes valuation method.

Each option grant made to a Named Executive Officer is determined based upon the number of Common Shares underlying the grant, rather than by ascribing a particular value to the grant. The Black-Scholes valuation method used for the purposes of calculating the fair value of the grants is the same methodology used by us for accounting purposes.

The Black-Scholes value of each option granted to a Named Executive Officer in the applicable year and the assumptions and estimates used in calculating the value are provided in the table below:

		Option Fair Value, Assumptions and Estimates
Grant Date	Exercise Price($)	Fair Value($)	Share PriceVolatility (%)	Expected Life(years)	Expected DividendYield (%)	Risk-FreeInterest Rate (%)
2022
Jan 2	0.255	0.146	81	3.7	0	1.10
Mar 1	0.35	0.203	82	3.7	0	1.42
June 1	0.255	0.152	83	3.7	0	2.79
Sept 1	0.28	0.17	84	3.7	0	3.49

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table provides details of stock options held by the Named Executive Officers as at September 30, 2022. The Named Executive Officers do not hold any share-based awards.

Name	Number ofsecuritiesunderlyingunexercised options(#)	Option exerciseprice($)	Option expirationdate	Value ofunexercisedin-the-moneyoptions(1)($)
Richard Patricio	350,000	0.21	December 31, 2022	3,500
	350,000	0.14	May 31, 2023	28,000
	350,000	0.125	September 4, 2023	33,250
	350,000	0.12	January 1, 2024	35,000
	350,000	0.105	February 28, 2024	40,250
	290,000	0.10	June 2, 2024	34,800
	3,600,000	0.10	May 31, 2025	432,000
	300,000	0.14	August 31, 2025	24,000
	350,000	0.195	February 28, 2026	8,750
	350,000	0.265	May 31, 2026	Nil
	350,000	0.26	August 31, 2026	Nil
	2,500,000	0.255	January 1, 2027	Nil
	350,000	0.35	February 28, 2027	Nil
	350,000	0.255	May 31, 2027	Nil
	350,000	0.28	August 31, 2027	Nil
Carmelo Marrelli	100,000	0.21	December 31, 2022	1,000
	100,000	0.14	May 31, 2023	8,000
	100,000	0.125	September 4, 2023	9,500
	100,000	0.12	January 1, 2024	10,000
	100,000	0.105	February 28, 2024	11,500
	70,000	0.10	June 2, 2024	8,400
	90,000	0.10	May 31, 2025	10,800
	45,000	0.14	August 31, 2025	3,600
	100,000	0.195	February 28, 2026	2,500
	100,000	0.265	May 31, 2026	Nil
	100,000	0.26	August 31, 2026	Nil
	100,000	0.255	January 1, 2027	Nil
	100,000	0.35	February 28, 2027	Nil
	100,000	0.255	May 31, 2027	Nil
	100,000	0.28	August 31, 2027	Nil

Name	Number ofsecuritiesunderlyingunexercised options(#)	Option exerciseprice($)	Option expirationdate	Value ofunexercisedin-the-moneyoptions(1)($)
Richard Homsany	200,000	0.21	December 31, 2022	2,000
	200,000	0.14	May 31, 2023	16,000
	200,000	0.125	September 4, 2023	19,000
	200,000	0.12	January 1, 2024	20,000
	200,000	0.105	February 28, 2024	23,000
	140,000	0.10	June 2, 2024	16,800
	450,000	0.10	May 31, 2025	54,000
	150,000	0.14	August 31, 2025	12,000
	200,000	0.195	February 28, 2026	5,000
	200,000	0.265	May 31, 2026	Nil
	200,000	0.26	August 31, 2026	Nil
	700,000	0.255	January 1, 2027	Nil
	200,000	0.35	February 28, 2027	Nil
	200,000	0.255	May 31, 2027	Nil
	200,000	0.28	August 31, 2027	Nil

(1) The value of an in-the-money option is equal to the difference between the closing price of our common shares on the Toronto Stock Exchange on September 30, 2022 ($0.22), the last trading day of our 2022 financial year, and the exercise price of the option. A nil value indicates that none of the options were in-the-money as at September 30, 2022.

Incentive plan awards – value vested or earned during the year

The following table indicates the value of the incentive plan awards held by the Named Executive Officers which vested during the year ended September 30, 2022.

Name	Option-basedawards – Valuevested during theyear(1) ($)	Non-equityincentive plancompensation –Value earnedduring the year(2)($)
Richard Patricio	167,292	196,934
Carmelo Marrelli	22,067	--
Richard Homsany	29,000	3,750

(1) Amounts indicated reflect the aggregate dollar value that would have been realized by the Named Executive Officer if the options under his option-based awards which vested during fiscal 2022 were exercised by him on the vesting date. Aggregate dollar value is calculated by subtracting the exercise price of the option from the closing price of our common shares on the Toronto Stock Exchange on the vesting date. Options which are out-of-the-money on the vesting date (i.e., the exercise price is greater than the closing price of the underlying common shares) will have a nil value.

(2) Non-equity incentive plan compensation generally reflects cash bonuses paid to the Named Executive Officers. Further information regarding the bonuses is provided in footnote 2 of the Summary Compensation Table and under "Compensation Discussion and Analysis – Bonus" elsewhere in this section of the circular.

Discussion of Incentive Plan Awards

Stock options are granted to the Named Executive Officers under our stock option plan. Except for the 3% reference target in respect of grants made to our Chief Executive Officer discussed earlier under "Compensation Discussion and Analysis – Option-Based Awards", no specific formula or criteria is used to determine the quantum of a particular grant (whether in terms of the number of options or fair value of options) but prior grants, if any, during the financial year, may be taken into account. An option grant is intended to recognize, on a reasonable basis, the individual's specific contribution to the company in the context of his role. Option grants for the Named Executive Officers are proposed for consideration to the Compensation Committee by the Chief Executive Officer and recommended by the committee to the Board of Directors for its approval.

In accordance with the terms of our stock option plan, each option is exercisable for one of our common shares. The exercise price of an option is determined by the Board of Directors but may not be less than the closing price of our common shares on the Toronto Stock Exchange on the day preceding the grant date. As a matter of course, options have exercise prices equal to this closing price. Under the terms of the stock option plan, the Board of Directors also has the discretion to determine whether option grants will be subject to any vesting requirements. As a matter of course, options granted vest in equal installments every three months over an aggregate period of 18 months from the grant date.

Termination and Change in Control Benefits

Change in Control

In the event of a change in control involving the company and regardless of whether there is a corresponding termination of his service, Mr. Patricio is entitled to receive: (a) a one-time lump sum cash payment equal to 36 months' fees; (b) the average bonus paid to him in the 36 preceding months (excluding the Special Bonus); (c) the Special Bonus in the amount of 5% of the deemed cash proceeds of the NexGen Investment, net of original acquisition costs and estimated applicable taxes, calculated using an assumed sale price per share equal to the volume-weighted average trading price of the NexGen shares on the twenty trading days ending immediately prior to the earlier of the public announcement of a change in control and its completion; and (d) immediate vesting of all stock options (subject to receipt of any necessary regulatory or other approvals).

Mr. Homsany is entitled to receive a one-time lump sum cash payment of $950,000 and immediate vesting of all stock options (subject to receipt of any necessary regulatory or other approvals) in the event of a change in control involving the company and regardless of whether there is a corresponding termination of his service. He is also entitled to receive 24 months' fees (and other benefits), together with any bonus owed to him in the year of termination and for the following 24 months, if he terminates his agreement within 6 months of a change in control.

For the purposes of Mr. Patricio's and Mr. Homsany's entitlements, a change in control means: (a) the acquisition by any person or company (as such terms are defined in Section 1(1) of the Securities Act (Ontario), or by any combination of persons or companies, of beneficial ownership of more than 50% of our outstanding voting securities or of the voting power of such voting securities, by means of a take-over bid or otherwise; (b) if individuals who, as of the date of the particular agreement, constitute our board of directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Incumbent Board; provided, however, that any individual becoming a director subsequent to the date of the agreement whose election, or nomination for election by our shareholders, is approved by a vote of at least two-thirds of the directors then constituting the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose election or nomination is in connection with an actual or threatened solicitation of proxies by or on behalf of any party other than management; (c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets; (d) any consolidation, merger, amalgamation, arrangement, reorganization or transaction of similar form or nature involving the company (a "Business Combination'), whereby our shareholders immediately prior to the Business Combination do not, immediately following the Business Combination, beneficially own, directly or indirectly, more than 50% of the outstanding voting securities of the entity resulting from the Business Combination or of the voting power of such voting securities, in substantially the same proportions as their ownership immediately prior to the Business Combination; and (e) the approval by our shareholders of any liquidation or dissolution of the company.

Estimated Incremental Payments Upon Change in Control

The following table indicates the estimated incremental payments and benefits that would have been received by the Named Executive Officers under the change in control entitlements described above, assuming a change in control had occurred on September 30, 2022.

	Richard Patricio	Richard Homsany
Payment ($)	5,580,212	1,376,336(1)
Acceleration of unvested options ($)(2)	Nil	Nil
Total	5,580,212	1,376,336(

(1) Includes 24 months' fees payable to Mr. Homsany, assuming that he terminated his agreement within 6 months of the change in control (at an AUD$/CDN$ exchange rate of 0.8882).

(2) The value to each Named Executive Officer of the acceleration of their unvested options upon a change in control is calculated by multiplying the difference between the closing price of our common shares on the Toronto Stock Exchange on September 30, 2022 ($0.22), the last trading day of our 2022 financial year, and the exercise price of the options by the number of unvested options held by the executive on that date.

Other members of management would have received $350,000 in estimated incremental payments under change in control entitlements assuming a change in control had occurred on September 30, 2022.

Termination

If his services are terminated by us, for any reason (absent cause), in accordance with the terms of his agreement, Richard Patricio is entitled to receive payment of 24 months' fees and the Special Bonus calculated in the same manner as set out above in the event of a change in control. He is also entitled to 24 months' fees if he terminates his services due to an adverse change in his position, duties, authority, responsibilities or title, including, without limitation, any such change in the person(s) to whom he reports or who report to him, or any assignment to him of any significant ongoing duties inconsistent in any respect with his position, duties, authority, responsibilities or title.

Richard Homsany is entitled to receive 24 months' fees (and other benefits), together with any bonus owed to him in the year of termination and for the following 24 months, if his agreement is terminated: (a) by us for any reason, other than for cause determined in accordance with the agreement or (b) by Mr. Homsany upon 6 months' prior notice and within 6 months of the occurrence of (i) a change in his title or duties resulting in a material diminution of his status or position with us, (ii) a change in control or material changes to the policies, strategies or future plans of our board of directors, as a result of which he is not able to implement his strategy or plans for the development of the company or its projects, or (iii) the relocation of the our principal place of business in Australia to a location other than Perth, Australia. Mr. Homsany is also entitled to receive payment of six months' fees if his services are terminated by us for any reason, other than for cause determined in accordance with the agreement, and without 6 months' notice.

Mr. Marrelli is not entitled to any payment upon termination of his services in accordance with his agreement with us.

Estimated Incremental Payments Upon Termination

If their respective agreements had been terminated by us on September 30, 2022, Mr. Patricio would have received an aggregate lump sum payment of $5,096,800 and Mr. Homsany would have received an aggregate of AUS$120,000 (approximately CDN$106,584, based on the then exchange rate) payable over six months thereafter, and an aggregate of AUS$480,000 (approximately CDN$426,336, based on the then exchange rate) payable upon termination.

If Mr. Patricio had terminated his agreement on September 30, 2022 in any of the circumstances outlined above, he would have received $700,000 upon termination. If Mr. Homsany had terminated his agreement on September 30, 2022 in any of the circumstances outlined above, he would have received an aggregate of AUS$480,000 payable upon termination.

Director Compensation

Director Compensation Table

The following table sets forth the total compensation paid or payable by us to our non-executive directors for the fiscal year ended September 30, 2022.

Name	Fees earned(1)($)	Option-basedawards(2)($)(3)	Non-equityincentive plancompensation($)	All othercompensation($)	Total($)
Albert Contardi	100,625	180,950	Nil	Nil	281,575
Larry Goldberg	62,500	180,950	Nil	Nil	243,450
Arni Johannson	52,500	180,950	Nil	Nil	233,450
Douglas Reeson	51,250	180,950	Nil	Nil	232,200
Stewart Taylor	50,000	180,950	Nil	Nil	230,950

(1) Fees earned are comprised of annual retainers for board and committee service, as more fully described below under "Discussion of Director Compensation".

(2) Option-based awards are stock options granted to the non-executive directors under our stock option plan. Each option entitles the holder to acquire one of our common shares. Options vest and become exercisable in equal amounts every three months, over a period of eighteen months from the grant date, are granted at an exercise price per share equal to the closing price of our common shares on the Toronto Stock Exchange on the trading day immediately preceding the grant date, and expire five years from the grant date.

The dollar values of the options granted to the directors on the grant dates (calculated as set forth in note 3) are reported in the table. Options are exercisable at a price of $0.255, $0.35, $0.255 and $0.28, until expiry on January 1, 2027, February 28, 2027, May 31, 2027 and August 31, 2027, respectively. During the 2022 financial year, 1,150,000 options were issued to each director.

(3) The dollar value of the option-based awards indicated in the table reflects the fair value of the options granted to the directors during the year, calculated as at the applicable grant date using the Black-Scholes valuation method. The values are calculated and provided for the purposes of the requirements of NI 51-102 and may not reflect the actual values that would be realized by the directors when they ultimately exercise the options, if at all, which realized values will depend upon the market price of our shares at the time of exercise. Additionally, the values reported do not reflect the intrinsic value of the options (the difference between the market price of the shares and the exercise price) on the grant date or as at September 30, 2022.

The Black-Scholes value of each option and the assumptions and estimates used in calculating the value are provided in the table below:

		Option Fair Value, Assumptions and Estimates
Grant Date	Exercise Price($)	Fair Value($)	Share PriceVolatility (%)	Expected Life(years)	Expected DividendYield (%)	Risk-FreeInterest Rate (%)
2022
Jan 2	0.255	0.146	81	3.7	0	1.10
Mar 1	0.35	0.203	82	3.7	0	1.42
June 1	0.255	0.152	83	3.7	0	2.79
Sept 1	0.28	0.17	84	3.7	0	3.49

Discussion of Director Compensation

Upon the recommendations of the Nominating and Compensation Committee following a review of director compensation conducted during our 2022 financial year, the Board of Directors approved changes to the annual retainers of its members and eliminated most committee fees. Effective January 1, 2022, each director (all of whom are non-executive) receives an annual retainer of $60,000 (previously $20,000), other than the chair of the Board who receives $120,000 (previously $32,500). The chair of the Audit Committee receives an additional annual retainer of $10,000 (unchanged).

Directors are also eligible to participate in our stock option plan, details of which are provided elsewhere in this circular under the sub-heading "Securities Authorized for Issuance Under Equity Compensation Plans – Stock Option Plan".

Details of the fees earned and options granted to our directors during the 2022 financial year are provided in the Director Compensation Table above.

Outstanding share-based awards and option-based awards

The following table provides details of stock options held by our directors as at September 30, 2022. The non-executive directors do not hold any share-based awards.

Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Option exerciseprice($)	Optionexpiration date	Value ofunexercised inthe-moneyoptions(1)($)
Albert Contardi	150,000	0.21	December 31, 2022	1,500
	150,000	0.14	May 31, 2023	12,000
	150,000	0.125	September 4, 2023	14,250
	150,000	0.12	January 1, 2024	15,000
	150,000	0.105	February 28, 2024	17,250
	120,000	0.10	June 2, 2024	14,400
	450,000	0.10	May 31, 2025	54,000
	100,000	0.14	August 31, 2025	8,000
	150,000	0.195	February 28, 2026	3,750
	150,000	0.265	May 31, 2026	Nil
	150,000	0.26	August 31, 2026	Nil
	700,000	0.255	January 1, 2027	Nil
	150,000	0.35	February 28, 2027	Nil
	150,000	0.255	May 31, 2027	Nil
	150,000	0.28	August 31, 2027	Nil
Larry Goldberg	150,000	0.21	December 31, 2022	1,500
	150,000	0.14	May 31, 2023	12,000
	150,000	0.125	September 4, 2023	14,250
	150,000	0.12	January 1, 2024	15,000
	150,000	0.105	February 28, 2024	17,250
	450,000	0.10	May 31, 2025	54,000
	100,000	0.14	August 31, 2025	8,000
	150,000	0.195	February 28, 2026	3,750
	150,000	0.265	May 31, 2026	Nil
	150,000	0.26	August 31, 2026	Nil
	700,000	0.255	January 1, 2027	Nil
	150,000	0.35	February 28, 2027	Nil
	150,000	0.255	May 31, 2027	Nil
	150,000	0.28	August 31, 2027	Nil
Arni Johannson	150,000	0.21	December 31, 2022	1,500
	150,000	0.14	May 31, 2023	12,000
	150,000	0.125	September 4, 2023	14,250
	150,000	0.12	January 1, 2024	15,000
	150,000	0.105	February 28, 2024	17,250
	120,000	0.10	June 2, 2024	14,400
	450,000	0.10	May 31, 2025	54,000
	100,000	0.14	August 31, 2025	8,000
	150,000	0.195	February 28, 2026	3,750
	150,000	0.265	May 31, 2026	Nil
	150,000700,000	0.260.255	August 31, 2026January 1, 2027	NilNil
	150,000	0.35	February 28, 2027	Nil
	150,000	0.255	May 31, 2027	Nil
	150,000	0.28	August 31, 2027	Nil

Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Option exerciseprice($)	Optionexpiration date	Value ofunexercised inthe-moneyoptions(1)($)
Douglas Reeson	150,000	0.21	December 31, 2022	1,500
	150,000	0.14	May 31, 2023	12,000
	150,000	0.125	September 4, 2023	14,250
	150,000	0.12	January 1, 2024	15,000
	150,000	0.105	February 28, 2024	17,250
	120,000	0.10	June 2, 2024	14,400
	450,000	0.10	May 31, 2025	54,000
	100,000	0.14	August 31, 2025	8,000
	150,000	0.195	February 28, 2026	3,750
	150,000	0.265	May 31, 2026	Nil
	150,000	0.26	August 31, 2026	Nil
	700,000	0.255	January 1, 2027	Nil
	150,000	0.35	February 28, 2027	Nil
	150,000	0.255	May 31, 2027	Nil
	150,000	0.28	August 31, 2027	Nil
Stewart Taylor	150,000	0.21	December 31, 2022	1,500
	150,000	0.14	May 31, 2023	12,000
	150,000	0.125	September 4, 2023	14,250
	150,000	0.12	January 1, 2024	15,000
	150,000	0.105	February 28, 2024	17,250
	120,000	0.10	June 2, 2024	14,400
	450,000	0.10	May 31, 2025	54,000
	100,000	0.14	August 31, 2025	8,000
	150,000	0.195	February 28, 2026	3,750
	150,000	0.265	May 31, 2026	Nil
	150,000	0.26	August 31, 2026	Nil
	700,000	0.255	January 1, 2027	Nil
	150,000	0.35	February 28, 2027	Nil
	150,000	0.255	May 31, 2027	Nil
	150,000	0.28	August 31, 2027	Nil

(1) The value of an in-the-money option is equal to the difference between the closing price of our common shares on the Toronto Stock Exchange on September 30, 2022 ($0.22), the last trading day of our 2022 financial year, and the exercise price of the option. A nil value indicates that none of the options were in-the-money as at September 30, 2022.

Incentive plan awards – value vested or earned during the year

The following table indicates the value of the incentive plan awards held by our non-executive directors which vested during the year ended September 30, 2022.

	Option-basedawards – Valuevested during theyear(1) ($)	Non-equityincentive plancompensation –Value earnedduring theyear(2) ($)
Albert Contardi	38,208	Nil
Larry Goldberg	38,208	Nil
Arni Johannson	38,208	Nil

	Option-basedawards – Valuevested during theyear(1) ($)	Non-equityincentive plancompensation –Value earnedduring theyear(2) ($)
Douglas Reeson	38,208	Nil
	38,208	Nil

(1) Amounts indicated in the column reflect the aggregate dollar value that would have been realized by the director if the options under his option-based awards which vested during fiscal 2022 were exercised by him on the vesting date. Aggregate dollar value is calculated by subtracting the exercise price of the option from the closing price of our common shares on the Toronto Stock Exchange on the vesting date.

(2) We do not pay any non-equity incentive plan compensation to our directors and no such compensation was earned by them during the year.

CORPORATE GOVERNANCE

The Canadian securities regulatory authorities have issued corporate governance guidelines (the "Corporate Governance Guidelines") for all reporting issuers in Canada (other than investment funds), together with certain related disclosure requirements. The Corporate Governance Guidelines are recommended as "best practices" for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance practices which are reflective of the recommended guidelines. A summary of certain aspects of our approach to corporate governance is provided below.

Board of Directors

Independence

National Instrument 52-110 – Audit Committees of certain of the Canadian securities regulatory authorities ("NI 52-110") sets out the standard for determining whether a director is "independent" for the purposes of the Corporate Governance Guidelines and disclosure requirements of the Canadian securities regulatory authorities. In accordance with NI 52-110, a director is "independent" if he or she has no direct or indirect material relationship with us. A "material relationship" is a relationship which could, in the view of our board of directors, be reasonably expected to interfere with the exercise of the director's independent judgement. NI 52-110 also sets out certain circumstances where a director will automatically be considered to have a material relationship with us.

Based upon the standard articulated in NI 52-110, all of our directors are independent.

In accordance with the mandate of the board, our directors, all of whom are independent, may meet regularly, or from time to time as the circumstances warrant, without the presence of members of management. The full board has had the opportunity for candid discussion outside the presence of management on several occasions during the year, as has our Audit Committee, which is comprised entirely of independent directors.

Albert Contardi is Chair of the board of directors and is an independent director.

Attendance

During our financial year ended September 30, 2022, there were 4 meetings of the board of directors, 4 meetings of the Audit Committee and 4 meetings of the Nominating and Compensation Committee. The attendance record of each of our directors for these meetings (as applicable) is set out below:

	Meetings of the
Director	Board	AuditCommittee	Nominating andCompensationCommittee
Albert Contardi	4/4	--	3/3
Larry Goldberg	4/4	4/4	3/3
Arni Johannson	4/4	4/4	3/3
Douglas Reeson	4/4	4/4	--
Stewart Taylor	4/4	--	--

Directorships

The following nominees for election as directors at the Meeting are presently also directors of one or more other reporting issuers:

Director	Reporting Issuers
Albert Contardi	Argentum Silver Corp.
	Haviland Enviro Corp.
	TomaGold Corporation
	Vanstar Mining Resources Inc.
Arni Johannson	Canadian Nexus Team VenturesCorp.

Board Mandate

Our board of directors is responsible for the stewardship of the company and for supervising the management of our business and affairs. The board reviews, discusses and approves various matters relating to our strategic direction, business and operations and its organizational structure, with a view to the Corporation's best interests.

While management is responsible for the day to day conduct of our business, in carrying out its supervisory responsibilities, the board (or committees of the board, as the case may be) has numerous responsibilities, including: (a) adopting a strategic planning process and approving a strategic plan; (b) identifying our principal business risks and ensuring the implementation of appropriate systems to manage these risks; (c) ensuring appropriate succession planning in place, including appointing, training and monitoring senior management; (d) developing a communications policy for the company; (e) developing policies and procedures to ensure the integrity of our internal control and management information systems; (f) ensuring appropriate standards of corporate conduct, including adopting a code of business conduct and ethics, and monitoring compliance with and waivers from the code; (g) ensuring implementation of appropriate environmental stewardship and health and safety management systems; (h) reviewing and approving compensation of senior management; (i) adopting corporate governance guidelines or principles applicable to us; (j) reviewing annually the contribution of the board as a whole, the committees of the board and each of the directors; and (k) adopting a process for shareholders and other interested parties to communicate directly with the board or its independent directors.

Position Descriptions

The board of directors has not developed written position descriptions for its chair or the chair of each committee of the board. Generally, the chair's responsibilities include setting agendas for board meetings in collaboration with our chief executive officer and presiding over the meetings, acting as a liaison between senior management and the board and providing advice to senior management on various matters. The chair stays up-to-date about the organization and determines when an issue needs to be brought to the attention of the full board or a committee.

The chair of each committee of the board of directors is responsible for determining the frequency of committee meetings (subject to any requirements set forth in the committee's charter), developing the committee's annual schedule and agendas and reporting to the board on the significant matters considered at the committee's meetings.

The board of directors has not developed a written position description for our chief executive officer. In light of the current stage of our operations, the board is of the view that it is not necessary to formalize in writing the role and responsibilities of the chief executive officer. The chief executive officer is accountable to the board for the effective overall management of the company. He is responsible for, among other things: fostering a corporate culture that promotes ethical practices; developing our strategic plan; developing and maintaining an effective organizational structure; acting as our principal spokesperson; advising the board on operational and financial matters and keeping it apprised of significant events, developments and opportunities that affect our business.

Orientation and Continuing Education

Each new director brings a different skill set and professional background to the board of directors. Accordingly, the board determines, on an individual basis, what measures are appropriate to orient a new director to the nature and operations of our business. We provide continuing education for directors as the need arises and encourage open discussion at all meetings, which format encourages learning by the directors.

Ethical Business Conduct

We have a Code of Business Conduct and Ethics (the "Code") in place which is to be followed by our employees, officers and directors and those of our subsidiaries. The purpose of the Code is to, among other things, promote honest and ethical conduct, avoidance of conflicts of interest and compliance with applicable governmental laws, rules and regulations. A copy of the Code is available at www.sedar.com and a summary of certain of its provisions is provided below.

We are committed to sound environmental management. The Code confirms our intention to conduct our self in partnership with the environment and community at large as a responsible and caring business entity, and our commitment to managing all phases of our business in a manner that minimizes any adverse effects of our operations on the environment.

The Code provides that our employees, officers and directors are required to act with honesty and integrity and to avoid any relationship or activity that might create, or appear to create, a conflict between their personal interests and our interests. Such individuals (and their immediate family members) are prohibited from using their positions with the company to solicit gifts or other benefits from our suppliers and contractors, and the Code contains guidelines to be followed when accepting gifts or entertainment from these parties.

We are committed to providing a healthy and safe workplace in compliance with applicable laws, rules and regulations. The Code affirms our commitment to foster a work environment in which all individuals are treated with respect and dignity. We are an equal opportunity employer and do not discriminate against employees, officers, directors or potential employees, officers or directors on the basis of race, color, religion, sex, national origin, age, sexual orientation or disability or any other category protected by Canadian federal or provincial laws and regulations, or any laws or regulations applicable in the jurisdiction where such employees, officers or directors are located.

All of our employees, officers and directors are expected to comply with the Code and any waiver from any part of the Code requires the approval of our President, in the case of an employee, or of our Board of Directors, in the case of an officer or director, and if required under applicable securities legislation, public disclosure of the waiver in the case of an officer or director.

The Code also provides a process by which actual or potential violations of its provisions are to be reported (on a confidential basis) to the chair of the Audit Committee and confirms that there will not be any reprisals against an individual who does so in good faith.

Nomination of Directors

The Nominating and Compensation Committee of the board of directors is responsible for assisting the board in respect of the nomination of directors and is required to identify new candidates for appointment to the board. The current members of the committee are Albert Contardi (Chair), Larry Goldberg, and Arni Johannson, each of whom is an "independent" director for the purposes of the Corporate Governance Guidelines

When a vacancy on the board arises, the directors will analyze our needs and identify individuals who can meet the needs and who, by virtue of their skills, areas of expertise, industry knowledge, geographic location and geographic and industry contacts, are best able to contribute to the direction of our business and affairs. The identification of candidates is made in the context of the existing competencies and skills which the board of directors, as a whole, does possess and, to the extent different, should possess.

Compensation

The Nominating and Compensation Committee is also responsible for assisting the board of directors in respect of director and officer compensation matters. In accordance with its charter, the Committee establishes and reviews our overall compensation philosophy and, at least annually, its general compensation policies with respect to the chief executive officer (and other officers), including the corporate goals and objectives and the annual performance objectives relevant to him. The Committee evaluates the chief executive officer's performance in light these goals and objectives and, based on its evaluation, determines and approves the annual salary, bonus, options and other benefits of the chief executive officer. In determining his compensation, the Committee may consider a number of factors, including the Corporation's performance, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the chief executive officer in past years and other factors it considers relevant. In the case of the 2022 compensation of our chief executive officer, the Committee made recommendations which were approved by the board.

The Nominating and Compensation Committee also reviews the adequacy and form of compensation of our directors, with a view to ensuring it realistically reflects the responsibilities and risks involved in being a director of the company. The Committee recommends to the board for approval the form of remuneration of directors and the amount to which each director will be entitled.

Other Board Committees

The Audit Committee and the Nominating and Compensation Committee are our only board committees.

Assessments

The board of directors annually reviews its own performance and effectiveness, as well as that of the Audit Committee. In accordance with its charter, the Audit Committee reviews the charter annually to assess whether any changes to it should be recommended to the board of directors. In accordance with its Charter, the Nominating and Compensation Committee reviews and evaluates, at least annually, its performance and the performance of its members, and reviews its charter to assess whether any changes to it should be recommended to the board of directors.

The board of directors has not instituted a formal process to regularly assess the effectiveness and contribution of the board of directors or that of individual directors. Effectiveness is subjectively measured by comparing actual corporate results with objectives. The contributions of each individual director is informally monitored by the other members of the board, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the board.

We feel that our corporate governance practices are appropriate and effective for us, given our size and operations. Our method of corporate governance allows for us to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

Term Limits and Other Mechanisms for Board Renewal

We have not adopted term limits for our directors or other formal mechanisms for board renewal. Our board is of the view that the company is best served where a balance exists between directors with the in-depth knowledge and institutional memory that comes from serving over longer periods of time and newer directors who bring different experiences and new perspectives. In their arbitrariness, term limits ignore this balance.

Representation of Women on the Board and in Executive Officer Positions

We adopted a formal written policy regarding board diversity in 2019. We believe in diversity and value the benefits that diversity can bring to our board of directors. Diversity promotes the inclusion of different perspectives and ideas, mitigates against groupthink and ensures that we have the opportunity to benefit from all available talent. The promotion of a diverse board makes prudent business sense and makes for better corporate governance.

We seek to maintain a board comprised of talented and dedicated directors with a diverse mix of expertise, experience, skills and backgrounds. The skills and backgrounds collectively represented on the board should reflect the diverse nature of the business environment in which we operate. For purposes of board composition, diversity includes, but is not limited to, business experience, geography, age, gender and ethnicity.

We are committed to a merit-based system for board composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. When assessing board composition or identifying suitable candidates for appointment or reelection to the board, we will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the board.

We will periodically assess the expertise, experience, skills and backgrounds of our directors in light of the needs of the board, including the extent to which the current composition of the board reflects a diverse mix of knowledge, experience, skills and backgrounds, including an appropriate number of women directors.

Any search firm engaged to assist the board or a committee of the board in identifying candidates for appointment to the board will be specifically directed to include diverse candidates generally, and multiple women candidates in particular.

The board or the committee to which it has delegated responsibilities relating to the nomination of directors (currently, the Nominating and Compensation Committee) will annually review this policy and assess its effectiveness in promoting a diverse board which includes an appropriate number of women directors.

Historically, the level of representation of women on the board was not considered when identifying and nominating candidates for election or re-election.

Historically, there has been little to no turnover in our executive officer ranks, which have always been few in number (there are currently three executive officers), and no consideration was given to the level of representation of women in executive positions when making appointments, to the extent the opportunity arose.

We have not adopted a target regarding the number of women on our board or in executive officer positions. We recognize the importance and value of gender diversity but believe, at this time, it is best served by making thoughtful and informed executive and board recruitment decisions that further diversity principles rather than applying a mathematical approach to any selection criteria. There are currently no women on our board (0 of 5 directors) or holding executive officer positions (0 of 3 executive officer positions). One of the four management positions (which includes the three executive officer positions) is held by a woman*.*

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Set forth below is a summary of securities issued and issuable under all of our equity compensation plans as at September 30, 2022.

Plan Category	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a)) – as atSeptember 30, 2022(1)
Equity compensationplans approved bysecurityholders	35,140,003	$0.19	753,560(2)
Equity compensationplans not approved bysecurityholders	N/A	N/A	N/A
Total	35,140,003	$0.19	753,560(2)

Equity Compensation Plan Information

(1) Our stock option plan permits a maximum number of common shares to be issued under the plan equal to 10% of the number of common shares outstanding from time to time. As at September 30, 2022, 358,935,636 common shares were issued and outstanding, resulting in a maximum of 35,893,563 common shares available for issuance under the stock option plan (including pursuant to the exercise of the outstanding options referenced in column (a)).

(2) This number does not include common shares that may become available for issuance under the plan pursuant to its "reload" provision (as discussed below under the heading "Stock Option Plan").

Stock Option Plan

We grant options under our stock option plan to eligible directors, officers and employees of, and consultants to, the company and our subsidiaries.

The number of common shares issuable pursuant to options granted under the stock option plan may not exceed 10% of the number of common shares outstanding from time to time. Notwithstanding such 10% limit, that number of common shares, if any, underlying options that have been cancelled or that have expired unexercised (whether in full or in part) will once again be issuable under the stock option plan. Furthermore, the stock option plan has a "reload" provision whereby the number of common shares that have been issued pursuant to the exercise of options granted under the plan will once again be available for issuance under the plan.

As at January 25, 2023, an aggregate of 35,968,563 common shares are issuable under the stock option plan (excluding shares available pursuant to the "reload" provision). As at that date, 30,469,623 common shares have been issued under the plan and 35,415,003 common shares are issuable pursuant to outstanding options granted thereunder, representing approximately 8.5% and 9.8%, respectively, of the 359,685,636 common shares outstanding. An additional 553,560 common shares remained issuable under future option grants under the stock option plan, representing approximately 0.2% of the common shares outstanding as at that date (assuming no "reload" of common shares issued under the plan).

The annual burn rate of our stock option plan for each of our last three financial years ended September 30, 2020, 2021 and 2022 is 2.47%, 1.46% and 3.56%, respectively. The burn rate is calculated in accordance with the rules of the TSX and reflects the number of stock options granted during the year expressed as a percentage of the weighted average number of our common shares outstanding during the year.

The number of common shares that may be issuable, at any time, to insiders of the company under the stock option plan, together with any other share-based compensation arrangements of ours, may not exceed 10% of the number of common shares outstanding on the date of grant. The number of common shares that may be issued, within any one-year period, to insiders of the company under the stock option plan, together with any other share-based compensation arrangements of ours, may not exceed 10% of the number of our common shares issued and outstanding.

The exercise price of an option granted under our stock option plan is determined by the Board of Directors but may not be less than the closing price of our common shares on the Toronto Stock Exchange on the trading day immediately prior to the date of the option grant or, if the common shares do not trade on such date, then the exercise price may not be less than the average of the daily high and low board lot trading prices of the common shares on the Toronto Stock Exchange for the five trading days immediately preceding the date the option is granted.

The board of directors has the discretion to determine the term and vesting provisions (if any) of options granted under the stock option plan, provided that the term of an option may not exceed ten (10) years. If an optionee's employment with or service to us is terminated for any reason (other than as a result of the optionee's death or for cause), all options which have vested as at the date of resignation or notice of termination of employment or service, as the case may be, may be exercised until the earlier of the expiry date of the options and the date that is ninety (90) days from the date of resignation or notice of termination of employment or service, as the case may be. In the event of an optionee's death, all options which have vested as at the date of death may be exercised under the earlier of the expiry date of the options and the date that is twelve (12) months from the date of death. The board of directors has the discretion to determine an alternative expiry date in the event of the termination of an optionee's employment or service or the optionee's death. All unvested options held by an optionee on the date of resignation, notice of termination or death (unless the optionee is terminated for cause), as the case may be, will continue to vest until expiry.

Subject to the receipt of any applicable regulatory, the board of directors may amend the terms of the stock option plan, without the approval of shareholders, except any amendment to (i) change the maximum number of common shares that may be issued under the stock option plan, whether as a fixed number of common shares or as a percentage of the number of common shares outstanding from time to time (other than to reflect an adjustment otherwise permitted under the stock option plan), (ii) reduce the exercise price or extend the expiry period of any option, (iii) increase the limits on the number of common shares issuable to participants under the stock option plan who are insiders of the company, or (iv) expand the class of participants eligible to participate in the stock option plan, any of which amendments shall be subject to the approval of shareholders.

Amendments that can be made to the stock option plan by the board of directors which will not require the approval of shareholders include changing the vesting provisions of any option and changing the effect of the termination of an optionee's employment with or service to us on the optionee's outstanding options.

Options granted under the stock option plan may not be assigned or transferred, other than to certain permitted assigns, including a registered retirement savings plan or registered retirement income fund of the optionee.

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

None of our directors or executive officers, none of the persons who have been our directors or executive officers since the commencement of our 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.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS TO THE CORPORATION

No director, executive officer or employee, former executive officer, director or employee, or proposed nominee for election as a director, or associate of any such director, officer or proposed nominee has been indebted to us since the beginning of our most recently completed financial year.

DIRECTORS AND OFFICERS INDEMNIFICATION

We maintain liability insurance for our directors and officers. The policy provides coverage of up to $10,000,000, with a deductible of $50,000. The annual insurance premium is $18,500 (plus applicable taxes), no portion of which is payable by the individual directors and officers. No claims have been made or paid to date under this policy.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, executive officer, significant shareholder, proposed nominee for election as a director, other informed person, or any associate or affiliate of any such person is, has or has had at any time since the beginning of our most recently completed financial year, any material interest, direct or indirect, in any transaction or in any proposed transaction which had materially affected or would materially affect us.

ADDITIONAL INFORMATION

Additional information concerning us is available under our issuer profile on SEDAR at www.sedar.com. Financial information concerning us is provided in our comparative financial statements and management's discussion and analysis for the financial year ended September 30, 2022. Certain information pertaining to our audit committee and our external auditor is also provided in the section entitled "Audit Committee Disclosure" of our annual information form for the financial year ended September 30, 2022, which is also available on SEDAR at www.sedar.com.

Shareholders wishing to obtain a copy of our financial statements and management's discussion and analysis may contact us at 217 Queen Street West, Suite 401, Toronto, Ontario, Canada M5V 0R2 (416) 643-7630.

DIRECTORS' APPROVAL

The contents and sending of this management information circular have been approved by our directors.

DATED at Toronto, Ontario on this 27th day of January, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Richard Patricio"

Richard Patricio President & Chief Executive Officer