Mines D'Or Orbec Inc. - Proxy Solicitation & Information Statement 2024

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BLUE THUNDER MINING INC.

5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada [email protected]

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

May 15, 2024

This Management Information Circular (this � Circular �) is furnished in connection with the solicitation of proxies by and on behalf of the management of Blue Thunder Mining Inc. (� Blue Thunder �or the � Company �) for use at the annual general and special meeting (the � Meeting �) of holders (� Shareholders �) of common shares in the capital of the Company (� Shares �) to be held by way of a live audio webcast at www.meetnow.global/MSRVR5V on June 6, 2024 at 11:00 am (Toronto time) and any adjournments or postponements thereof for the purposes set forth in the accompanying Notice of Annual General and Special Meeting of Shareholders (the � Notice of Meeting �). The solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers or employees of the Company. The cost of such solicitation will be borne by the Company.

The Company will not be using the notice-and-access mechanism under National Instrument 54-101 � Communication with Beneficial Owners of Securities of a Reporting Issuer for distribution of the Meeting Materials (as defined herein) to Shareholders.

Unless otherwise specified herein, the information contained herein is given as of May 15, 2024.

PARTICIPATING IN THE VIRTUAL MEETING

Attending the Virtual Meeting

The Meeting will be hosted virtually, by way of a live audio webcast. Shareholders, duly appointed proxyholders and guests can attend the meeting online by going to www.meetnow.global/MSRVR5V.

Registered Shareholders (as defined below) and duly appointed proxyholders can participate in the Meeting by clicking �Shareholder� and entering a Control Number or an Invite Code before the start of the Meeting.

(i) Registered Shareholders �the 15-digit Control Number is located on the form of proxy or in the email notification you received.
(ii) Duly appointed proxyholders �Computershare Investor Services Inc. (� Computershare �) will provide the proxyholder with an Invite Code by email after the voting deadline has passed. Please see � Appointment and Revocation of Proxies � section below for information on validly appointing proxyholders.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-Registered Shareholders (as defined below) who have not appointed themselves and others may attend the Meeting by clicking �Guest�.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/BlueThunderMining not later than 48 hours prior to the Meeting and provide Computershare with their proxyholder�s contact information, so that Computershare may provide the proxyholder with an Invite Code by email.

In order to participate online in the virtual Meeting, Shareholders must have a valid 15-digit Control Number and proxyholders must have received an email from Computershare containing an Invite Code.

The virtual meeting platform is fully supported across most commonly used web browsers other than Internet Explorer, which is not supported. We encourage you to access the Meeting prior to the start time.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

Participating in the Virtual Meeting

The Meeting will be hosted online by way of a live webcast. A summary of the information Shareholders will need to attend the virtual Meeting is provided below.

Registered Shareholders and appointed proxyholders : Only those who have a 15-digit Control Number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare (see details under the heading � Appointment and Revocation of Proxies � below), will be able to vote and submit questions during the Meeting. To do so, please go to www.meetnow.global/MSRVR5V prior to the start of the Meeting to login. Click on �Shareholder� and enter your 15-digit Control Number or click on �Invitation� and enter your Invite Code.
United States Beneficial Shareholders : To attend and vote at the virtual Meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with the proxy materials or contact your broker or bank to request a Legal Form of proxy. After first obtaining a valid Legal Proxy from your broker, bank or other agent, you must submit a copy of your Legal Proxy to Computershare in order to register to attend the Meeting. Requests for registration should be sent:

By mail to: COMPUTERSHARE 100 UNIVERSITY AVENUE 8[TH] FLOOR TORONTO, ON M5J 2Y1 By email at: [email protected]

Requests for registration must be labeled as �Legal Proxy� and be received no later than 48 hours prior to the Meeting. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at www.meetnow.global/MSRVR5V during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/BlueThunderMining.

Voting at the Virtual Meeting

Computershare has been appointed to review and tabulate proxies for the Meeting. A Registered Shareholder (or a NonRegistered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the Meeting, will appear on a list of proxyholders prepared by Computershare. To be able to vote their shares at the Meeting, each Registered Shareholder or proxyholder will be required to enter their Control Number or Invite Code provided by Computershare at www.meetnow.global/MSRVR5V prior to the start of the Meeting.

In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/BlueThunderMining after submitting their voting instruction form in order to receive an Invite Code (see details under the heading � Appointment and Revocation of Proxies � below).

If a Shareholder who has submitted a proxy attends the Meeting via webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast online by such shareholder on a ballot will be counted and the votes previously submitted will be disregarded.

VOTING PROCEDURES

Who Can Vote

You are entitled to vote if you are a Shareholder of record as of the close of business on April 8, 2024 (the � Record Date �). All such Shareholders will be entitled to one vote at the Meeting for each Share held except to the extent that such Shareholder has transferred any of such Shares after the Record Date and the transferee of any of such Shares produces properly endorsed Share certificates or otherwise establishes ownership thereof and makes a written demand not later than seven clear days before the Meeting to be included in the list of Shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such Shares.

How to Vote

Regardless of how many Shares are owned by any particular Shareholder, the board of directors of the Company (the � Board �) encourages all Shareholders to vote. You can vote at the Meeting by following the instructions outlined above under the � Participating in the In Person Meeting � and � Participating in the Virtual Meeting � sections or by using the enclosed voting information form (� VIF �) or proxy accompanying this Circular to vote using one of the options set out in the chart below prior to the Meeting. Voting is quick and easy.

REGISTERED SHAREHOLDERS (YOU HOLD A PHYSICAL SHARE CERTIFICATE REGISTERED IN YOUR NAME) THERE ARE 3 WAYS TO VOTE USING THE ENCLOSED PROXY	REGISTERED SHAREHOLDERS (YOU HOLD A PHYSICAL SHARE CERTIFICATE REGISTERED IN YOUR NAME) THERE ARE 3 WAYS TO VOTE USING THE ENCLOSED PROXY	REGISTERED SHAREHOLDERS (YOU HOLD A PHYSICAL SHARE CERTIFICATE REGISTERED IN YOUR NAME) THERE ARE 3 WAYS TO VOTE USING THE ENCLOSED PROXY
1.VOTE BY INTERNET Go to: www.investorvote.com and vote using your Control # located on the front of your proxy. Follow the voting instructions on screen. 2.VOTE BY TELEPHONE: Call toll-free English 1-866-732- 8683 and vote using your Control # located on your proxy. International shareholders can call 312-588-4290. 3.VOTE BY MAIL: Mark, sign and date your proxy form and return it in the enclosed non-postage pre-paid envelope.
CANADIAN BENEFICIAL SHAREHOLDERS (YOU HOLD SHARES THROUGH A CANADIAN BANK, BROKER OR INTERMEDIARY) THERE ARE 3 WAYS TO VOTE USING YOUR VOTING INFORMATION FORM
1.VOTE BY INTERNET: Go to: WWW.PROXYVOTE.COMand vote using the 16-digit Control Number located on your VIF. 2.VOTE BY TELEPHONE: Call toll-free English 1-800-474- 7493 or French 1-800-474-7501 and vote using the 16-digit Control Number located on your VIF. 3.VOTE BY MAIL: Mark, sign and date your VIF and return it in the enclosed non-postage pre-paid envelope.
UNITED STATES BENEFICIAL SHAREHOLDERS (YOU HOLD SHARES THROUGH A BANK, BROKER OR INTERMEDIARY) THERE ARE 3 WAYS TO VOTE USING YOUR VOTING INFORMATION FORM

1.VOTE BY INTERNET: Go to: WWW.PROXYVOTE.COMand vote using the 16 digit Control Number located on your VIF.	2.VOTE BY TELEPHONE: Call the toll-free number listing on your VIF and vote using the 16 digit Control Number located on your VIF.	3.VOTE BY MAIL: Mark, sign and date your VIF and return it in the enclosed non-postage pre-paid envelope.

BOARD RECOMMENDATION

The Board recommends that Shareholders vote � FOR �:

(i) Each of the proposed director nominees, whose names are set forth in the Circular;
(ii) The reappointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditor of the Company, to hold office until the earlier of the next annual meeting of Shareholders or their successors are appointed, and for the authorization for the directors to fix the auditor�s remuneration;
(iii) The confirmation, renewal, and amendment of the Company�s existing option plan (the � Option Plan �); and
(iv) The change of the Company�s name to �Orbec Gold Mines Inc.�,

all as described in more detail below.

REGISTERED SHAREHOLDERS

Registered shareholders (� Registered Shareholders �) are shareholders whose names appear directly on the share register of the Company maintained by the Company�s transfer agent, Computershare, as the direct holders of Shares. Only Registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Shareholders who are unable to attend the Meeting or any adjournment thereof online are encouraged to vote by completing the enclosed form of proxy or, alternatively, by telephone or over the internet, in each case in accordance with the enclosed instructions.

The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Annual Meeting accompanying this Circular and any other matters that may properly come before the Meeting. As at the date of this Circular, Blue Thunder�s management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting.

NON-REGISTERED SHAREHOLDERS (BENEFICIAL SHAREHOLDERS)

The information in this section is of significant importance to Shareholders who do not hold their Shares in their own name . Shares beneficially owned by non-registered Shareholders (� Non-Registered Shareholders �) are registered either:

(i) in the name of an intermediary (an � Intermediary �) that the Non-Registered Shareholder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or
(ii) in the name of a depository (a � Depository �, such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Non-Registered Shareholders, wishing to vote their Shares, must instruct their Intermediary or Depository to vote their Shares on their behalf. Shares of a Non-Registered Shareholder will not be voted at the Meeting unless the Non-Registered Shareholder instructs its Intermediary or Depository to do so. The Intermediary or Depository must receive a Non-Registered Shareholder�s voting instructions in sufficient time for the Intermediary or Depository to act on them. Non-Registered Shareholders that wish to vote in person at the Meeting must carefully follow the steps provided by their Intermediary or Depository to appoint themselves or another representative to vote at the Meeting.

In accordance with the requirements of National Instrument 54-101 � Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has distributed copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the � Meeting Materials �) to the clearing agencies, Intermediaries and Depository for onward distribution to Non-Registered Shareholders. The Company has elected to pay for the delivery of Meeting Materials to Non-Registered Shareholders. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders.

If you are a Non-Registered Shareholder of the Company, your Intermediary will send you a VIF or form of proxy accompanying this Circular. The VIF will instruct the Intermediary how to vote your Shares at the Meeting on your behalf. You must follow the instructions from your Intermediary to vote. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada (� Broadridge �). Broadridge typically mails a VIF to the Non-Registered Shareholders and asks Non-Registered Shareholders to return the VIF to Broadridge (in some cases the completion of the VIF may be by telephone or the internet). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting.

A Non-Registered Shareholder may also receive, on occasion, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) and is restricted as to the number of Shares beneficially owned by that particular Non-Registered Shareholder. This form of proxy is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting it. In this case, the Non-Registered Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the Company c/o Computershare as provided above.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares that they beneficially own. Should Non-Registered Shareholders who receive one of the above forms wish to vote at the Meeting in person, such Non-Registered Shareholders should strike out the names of the designated proxyholders and insert the Non-Registered Shareholder�s name in the blank space provided.

In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary or Depository including those regarding when and where the proxy or proxy authorization form is to be delivered and may be revoked.

Additionally, the Company may utilize the Broadridge QuickVote� service to assist eligible Non-Registered Shareholders with voting their Shares. There are two kinds of Non-Registered Shareholders: (i) those who object to their name being made known to the issuers of securities that they own (called �OBOs� or Objecting Beneficial Owners); and (ii) those who do not object (called �NOBOs� or Non-Objecting Beneficial Owners).

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy are directors and a senior officer of the Company. A Shareholder has the right to appoint a person, other than the persons specified in the accompanying form of proxy, who need not be a Shareholder, to attend and act for him or her and on his or her behalf at the Meeting. A Shareholder desiring to appoint some other person as his or her proxy holder may do so by either inserting such person�s name in the blank space provided in the form of proxy or by completing another legal form of proxy.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or VIF (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy or VIF. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/BlueThunderMining not less than 48 hours prior to the Meeting and provide Computershare with their proxyholder�s contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

Without an Invite Code, proxyholders will not be able to attend and vote at the Meeting.

If a Shareholder does not appoint a third-party proxyholder in such manner, then the person first named as proxy holder in the form of proxy will exercise the proxy with automatic substitution of the succeeding named proxy holder if such first named proxy holder does not attend the Meeting and automatic substitution of the third named proxy holder, if any, if such second named proxy holder does not attend the Meeting.

DEPOSIT OF PROXY

Registered Shareholders desiring to vote by proxy may do so by:

(a) depositing a signed and dated proxy with the Corporate Secretary of the Company or with Computershare, at 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1; or
(b) using any other method described in the proxy, such as internet voting, by following the instructions for such method set out in the proxy, in which case the Registered Shareholder will need the Control Number set out in the proxy.

In all cases, to be valid, a proxy (or other acceptable form of proxy vote) must be received before 11:00 a.m. (Toronto time) on June 4, 2024 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) preceding the day and time the adjourned Meeting is reconvened. Late proxies may be accepted or rejected by the chairman of the Meeting (the � Chair �) in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

REVOCATION OF PROXY

A Shareholder executing the enclosed form of proxy has the right to revoke it under Subsection 110(4) of the Business Corporations Act (Ontario) (the � OBCA �). A Shareholder may revoke a proxy 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: (a) by completing and signing a proxy bearing a later date and depositing it as aforesaid; (b) by depositing an instrument in writing revoking the proxy executed by the Shareholder, or by his or her attorney authorized in writing, before 11:00 a.m. (Toronto time) on June 4, 2024 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) preceding the day and time the adjourned Meeting is reconvened; or (c) in any other manner permitted by law. Please note, only a Registered Shareholder can revoke a proxy. Non-Registered Shareholders should follow the instructions provided by their Intermediary or Depository. A NonRegistered Shareholder may revoke a VIF given to an Intermediary by written notice to the Intermediary, except that an Intermediary may not act on a revocation of a VIF which is not received by the Intermediary in sufficient time prior to the Meeting.

EXERCISE OF DISCRETION BY PROXIES

The management representatives named in the accompanying form of proxy will vote the Shares in respect of which they are appointed or will withhold such Shares from voting in accordance with the direction of the Shareholders appointing them.

In the absence of such direction, such Shares will be voted in favour of the matters set out in the Notice of Meeting. The accompanying form of proxy confers discretionary authority upon the persons named therein to vote in accordance with his or her best judgment with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting and any reconvened Meeting. At the date of this Circular, management of the Company knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

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

As at the date hereof, other than as disclosed herein, to the knowledge of the directors and senior officers of the Company, none of the directors or officers of the Company who have been a director or executive officer of the Company at any time since the beginning of the Company�s last financial year, nor any proposed nominee for election as a director of the Company, nor any 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, other than the election of directors.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at April 8, 2024, the Company had 57,377,063 Shares issued and outstanding. All Shareholders of record at the close of business on the Record Date will be entitled to one vote at the Meeting for each Share held except to the extent that such Shareholder has transferred any of such Shares after the Record Date and the transferee of any of such Shares

produces properly endorsed Share certificates or otherwise establishes ownership thereof and makes a written demand not later than seven clear days before the Meeting to be included in the list of Shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such Shares.

Two persons present in person or represented by proxy at the Meeting holding not less than 25% of the Shares entitled to vote at the Meeting constitute a quorum for the transaction of business at the Meeting.

Other than as set forth below, as of the date hereof, to the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially own, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Shares:

(i) IAMGOLD Corporation owns and controls 7,142,857 Shares, or approximately 12.45% of the issued and outstanding Shares of the Company.
(ii) Chad Williams owns and controls 11,463,066 Shares, or approximately 19.98% of the issued and outstanding Shares of the Company.

BUSINESS OF THE MEETING

1. CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR�S REPORT

At the Meeting, the consolidated financial statements for the year ended December 31, 2023 and the auditor�s report thereon will be presented by management of the Company. Such consolidated financial statements are contained in the Annual Report of the Company, copies of which have been mailed, together with the Meeting Materials, to Shareholders.

2. ELECTION OF DIRECTORS

The Board currently consists of four directors. Directors are elected annually at the annual Shareholder meeting and their term of office expires at the next annual Shareholder meeting, unless earlier terminated.

Four nominees are proposed for election to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed in accordance with the by-laws of the Company. Unless contrary instructions are indicated on the form of proxy or voting instruction form, the persons designated in the accompanying form of proxy or voting instruction form intend to vote FOR the election of the nominees whose names are set forth below. Management of the Company does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy will exercise discretionary authority to vote for the election of any other person or persons as directors unless they have been otherwise instructed on the form of proxy.

The following table and the notes thereto set out the name, province or state and country of residence of each person proposed to be nominated for election as a director of the Company; all of the major positions and offices held in the Company by such person; the principal occupation or employment of such person; the year in which such person became a director of the Company or a predecessor of the Company; and the number of Shares and options to acquire Shares that each director has advised the Company that such person beneficially owns, or controls or directs, directly or indirectly, as at the date of this Circular. The Company has not independently verified such information.

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Name, Province/State and Country of Director Since Number of Shares Options Held [(2)(3) ]
Residence with the Company and Beneficially
Principal Occupation Owned [(1)(2) ]
Chad Williams [(4)] Feb 12, 2020 11,463,066 1,784,226
Non-Executive Chairman and Director
Chairman of Red Cloud Mining Capital Inc.
Ontario, Canada
Dorian L. (Dusty) Nicol Jul 11, 2022 357,143 1,281,915
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CEO and Director Geologist California, USA
Jean-Patrick-Lariviere(4) Director Group President, Sekurcorp Quebec, Canada	Jun 10, 2021	-	712,766
Philippe Girard(4) Director CEO, Berkindale Analytics Quebec, Canada	Feb 12, 2020	-	816,372

(1) Information as to Shares beneficially owned is based on information provided by the respective directors and officers and has not been independently verified by the Company.

(2) Information is reported as of the date of this Circular.

(3) Each option is exercisable on its terms for one Share.

(4) Members of the Audit Committee.

As a group, the current and proposed directors beneficially own, control or direct, directly, or indirectly, 11,839,254 Common Shares, representing approximately 20.63% of the issued and outstanding Common Shares.

A brief biography of each nominee follows:

Chad Williams

Chad Williams has an extensive background in capital markets and business management. He is the founder and Chairman of Red Cloud Mining Capital, Inc. and Sharechest. Mr. Williams also serves on the board of Honey Badger Silver Inc. and Karora Resources Inc. He was one of the founders of both Agilith Capital Inc. and Westwind Capital Inc., as well as the former CEO of Victoria Gold Corp, and former Head of Mining Investment Banking at Blackmont Capital Inc. Prior to these positions, Mr. Williams was a top-ranked mining analyst at TD Bank and other Canadian brokerage firms in Toronto. Chad Williams is a member of the Association of Professional Engineers of Ontario, having received a Bachelor of Engineering degree and a Master of Business Administration from McGill University.

Dorian L. (Dusty) Nicol

Mr. Nicol has over 48 years of world-wide experience in minerals exploration and mining. He has designed and managed successful exploration programs throughout North and South America, Africa, Russia and the Former Soviet Union, and Papua New Guinea. He led the early work in Papua New Guinea which recognized the large mineralized system in the Eastern Highlands which eventually became the K92 gold deposit. He has also designed and managed generative gold exploration programs in Africa and Europe. He has held senior corporate positions on several publicly listed companies. Mr. Nicol has a B.Sc. degree in Earth Science from M.I.T. and an M.A. degree in geology from Indiana University.

Jean Patrick Lariviere

Mr. Lariviere has more than 20 years of experience in banking, investment banking and corporate finance. Jean-Patrick has led a successful career as an investment banker and was managing partner of the Canadian operations of Oaklins investment bank, which focused on mid-market corporate finance mergers and acquisitions services. He has directly managed and oversaw hundreds of transactions involving capital raise, divestitures, fundraising, and various strategic corporate finance assignments for his clients. Prior to his work with Oaklins, Jean-Patrick was a banker with UBS and Landsbankinn, where he oversaw Canadian operations for various structured products. He is currently president of Sekurcorp, a private equity fund focused on acquiring and managing defensive security services and equipment companies.

Phil Girard

Mr. Girard is an entrepreneur with 20 years of experience in management and business development in technology. Mr. Girard�s areas of expertise are strategic planning, business development, providing strategic solutions, creating business initiative and identifying opportunities.

Disclosure Regarding Prior Regulatory and Bankruptcy Orders or Proceedings

Other than as set out in this Circular, to the knowledge of management, no proposed director or a holding company of such proposed director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Other than as set out in this Circular, no proposed director of the Company:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,
(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Philippe Girard, a director of the Company, filed for personal bankruptcy on March 27, 2015, and obtained, by order of the Superior Court of Québec, an absolute discharge on March 14, 2016.

3. REAPPOINTMENT OF AUDITORS

Unless contrary instructions are indicated on the form of proxy or voting instruction form, the persons designated in the accompanying form of proxy or voting instruction form intend to vote FOR the reappointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Company, to hold office until the earlier of the next annual meeting of Shareholders or their successors are appointed, and for the authorization of the directors to fix the auditors� remuneration.

4. OPTION PLAN CONFIRMATION, RENEWAL, AND AMENDMENT

On October 1, 2021, the Option Plan, as more fully described below, was adopted by the Company at the 2021 annual general and special meeting of the shareholders.

In accordance with the rules and policies of the Toronto Stock Exchange, director and shareholder approval is required every three years for all unallocated options, rights or other entitlements under a security based

compensation arrangement that does not have a fixed maximum aggregate of securities issuable, such as the Option Plan. As the three-year term prescribed by the Toronto Stock Exchange will expire on October 1, 2024, the Board has determined to seek shareholder approval for the Option Plan renewal at the Meeting with such approval being effective for three years from the date of the Meeting.

Additionally, the Board seeks shareholder approval at the Meeting to amend the Option Plan to provide that any Options held by directors, officers, employees or consultants of the Company who cease to be Eligible Persons (as such term is defined in the Option Plan) will expire 30 days following the date they cease to be Eligible Persons unless (a) the Option Plan provides for a shorter termination period, or (b) the Option holder ceases to be an Eligible Person due to his or her

death, in which case such 90 day period shall continue to be one year from the date of the Option Holder�s death. This amendment will apply to all options granted following the date the amended Plan is accepted for filing by the TSX Venture Exchange.

5. APPROVAL OF NAME CHANGE

After careful consideration and planning, the Company has decided to change its name from �Blue Thunder Mining Inc.� to �Orbec Gold Mines Inc.�, or such other name as the Board may determine, acting in the interests of the Corporation, or as required by applicable regulatory authorities, and provided that the Board may, in its sole discretion, revoke this special resolution before it is acted upon without further approval of the Shareholder (the � Name Change �). We believe this strategic rebranding to be in the best interest of the Company. The Name Change will involve amending the articles of incorporation of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objectives of the Company with respect to compensation is to provide compensation levels necessary to attract and retain high quality executives and to motivate key executives to contribute to the success of the Company.

The total compensation plan for senior executives of the Company includes both base salary and an annual discretionary cash bonus.

The Company does not intend to make any significant changes to its compensation policies and practices in the next financial year.

The Board considers the implications of any risks associated with the Company�s compensation policies and practices. On an annual basis, the Board reviews the compensation of, among others, the Named Executive Officers (as defined under the heading � Summary Compensation Table � below), including bonuses, and presents their recommendations to the Board for evaluation, review and approval. The Board has not identified any risks arising from the Company�s compensation policies or practices that could encourage a Named Executive Officer to take inappropriate or excessive risks or that are reasonably likely to have a material adverse effect on the Company.

Base salary is reflective of responsibilities and annual increases should, at a minimum, reflect inflationary pressures and changes in duties. At the date of hire, base salary is determined using a number of factors including industry comparators and relevant experience and is set out in the employment agreement. Annual increases are determined based upon reference to data on compensation levels of executives in comparable companies (i.e. public companies in the mining sector) as well as annual performance evaluation and underlying economic circumstances. The Board is responsible for approving any annual base salary increases.

Cash bonuses are awarded to recognize the achievement of annual corporate objectives and to recognize contributions that enhance the intrinsic value of the Company.

Under the Option Plan, the Board may grant options to purchase Shares of the Company (� Options �) to eligible participants, including Named Executive Officers, as applicable.

The Named Executive Officers for the financial year ended December 31, 2023, were:

Dorian L. (Dusty) Nicol, Chief Executive Officer (� CEO �)
Robert Boisjoli, Chief Executive Officer (� CFO �)

The Named Executive Officers for the financial year ended December 31, 2022, were:

Chad Williams, Interim CEO
Dorian L. (Dusty) Nicol, CEO & Director
Donna McLean, CFO

No other executive officer received total compensation, including salary, bonus and all other compensation, aggregating in excess of $150,000 for the financial years ended December 31, 2023, or December, 31 2022.

Summary Compensation Table

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, for the fiscal years ended December 31, 2023 and 2022 including, for greater certainty, all plan and nonplan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof:

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Name and position Year Salary, Bonus Committee Value of Value of Total
consulting fee, ($) or meeting Perquisites all other compen
retainer or fees ($) ($) compen sation
commission ($) sation ($) ($)
Chad Williams [(1) ] 2023 120,000 50,000 Nil Nil Nil 170,000
Non-Executive 2022 120,000 Nil Nil Nil Nil 120,000
Chairman & Director
Dorian L. (Dusty) 2023 180,000 25,000 Nil Nil Nil 205,000
Nicol 2022 55,000 Nil Nil Nil Nil 55,000l
CEO & Director
Donna McLean [(2) ] 2023 102,600 Nil Nil Nil Nil 102,600
Former CFO 2022 96,525 Nil Nil Nil Nil 96,525
Robert Boisjoli [(3) ] 2023 8,000 Nil Nil Nil Nil 8,000
CFO 2022 N/A N/A N/A N/A N/A N/A
Philippe Girard 2023 Nil Nil Nil Nil Nil Nil
Director 2022 Nil Nil Nil Nil Nil Nil
Jean-Patrick Lariviere 2023 Nil Nil Nil Nil Nil Nil
Director 2022 Nil Nil Nil Nil Nil Nil
Jean Francois Metail 2023 N/A N/A N/A N/A N/A N/A
Former President 2022 135,000 Nil Nil Nil Nil 135,000
Louis Gariepy 2023 N/A N/A N/A N/A N/A N/A
Director 2022 Nil Nil Nil Nil Nil Nil
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(1) Mr. Chad Williams�s fees are paid to Crimson Sun Holdings, a company which employs Mr. Williams. As at December 31, 2023, an amount of $96,900 was due to Crimson Sun Holdings.

(2) Ms. McLean�s fees are paid to Grove Corporate Services, a company which employs Ms. McLean. Ms. McLean resigned on December 18,

(3) Mr. Boisjoli was appointed as the CFO on December 18, 2023. Mr. Boisjoli�s fees are paid to Robert Boisjoli & Associés S.E.C., a limited partnership which employs Mr. Boisjoli.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof during the fiscal years ended December 31, 2023, and 2022, for services provided, or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

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Number of
Closing
compensa Closing price
Name and Position compen Type of sation Year securities, number of tion issue or Date of conversion or exercise Issue, Expiry Date security or underlying price of of security or underlying security at
grant security on
security underlying price ($) date of Company�s
securities, year-end ($)
% of class grant ($)
Chad Williams Stock 2023 Nil - - - - -
Interim CEO and Options 2022 265,957 Jan. 7, $0.24 Jan. 7, $0.165 $0.047
Director 2022 319,150 2022 $0.24 2027 $0.024 $0.047
Oct. 18, Oct. 18,
2022 2027
Dorian L. (Dusty) Nicol Stock 2023 Nil - - - - -
CEO & Director Options 2022 106,383 Aug. 23, $0.24 Aug. 23, $0.070 $0.047
2022 425,532 2022 $0.24 2027 $0.024 $0.047
Oct. 18, Oct. 18,
2022 2027
Donna McLean [(4)] Stock 2023 Nil - - - - -
Former CFO Options 2022 53,191 Jan. 7, $0.24 Jan. 7, $0.165 $0.047
2022 2027
Robert Boisjoli Stock 2023 Nil - - - - -
CFO Options 2022 N/A N/A N/A N/A N/A N/A
Philippe Girard Stock 2023 Nil - - - - -
Director Options 2022 53,191 Jan. 7, $0.24 Jan. 7, $0.165 $0.047
2022 106,383 2022 $0.24 2027 $0.024 $0.047
Oct. 18, Oct. 18,
2022 2027
Jean-Patrick Lariviere Stock 2023 Nil - - - - -
Director Options 2022 106,383 Jan. 7, $0.24 Jan. 7, $0.165 $0.047
2022 106,383 2022 $0.24 2027 $0.024 $0.047
Oct. 18, Oct. 18,
2022 2027
Jean Francois Metail [ (5)] Stock 2023 N/A - - - - -
Former President Options 2022 265,957 Jan. 7, $0.24 Jan. 7, $0.165 $0.047
2022 53,191 2022 $0.24 2027 $0.024 $0.047
Oct. 18, Oct. 18,
2022 2027
Louis Gariepy [(5)] Stock 2023 N/A - - - - -
Director Options 2022 53,191 Jan. 7, $0.24 Jan. 7, $0.165 $0.047
2022 2027
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(1) The Board of Directors may, at its sole discretion, determines whether a stock option shall vest immediately or be subject to such vesting schedule as the Board deems appropriate in the circumstances.

(2) On December 31, 2023, the directors and NEOs of the Company held the following quantity of stock options: Chad Williams: 1,034,226 options (all vested); Dorian L. Nicol : 390,071 vested options and 141,844 not vested options, Grove Corporate Services (Donna McLean): 106,170 Options (all vested), Robert Boisjoli: Nil Options; Louis Gariepy: Nil options; Philippe Girard: 316,372 options (all vested); and JeanPatrick Lariviere: 212,766 options (all vested).

(3) All the options held by Grove Corporate Services (Donna McLean) will be forfeited on December 18, 2024.

(4) All the stock options held by Mr. Metail and Mr. Gariepy have been forfeited in 2023.

Each outstanding Option of the Company entitles the holder thereof to acquire, upon exercise, one common share in the capital of the Company. There has been no compensation security that has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year, including the original and modified terms, the effective date, the reason for the modification, and the name of the holder.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised compensation securities during the most recently completed financial year.

The Option Plan

Shareholder approval is being sought at the Meeting to re-approve the Company�s Option Plan. The following information is intended as a brief description of the Plan, which is available for inspection at the Company�s offices during business hours and at the Meeting. The capitalized terms are defined in the Option Plan.

Objective of the Option Plan : The purpose of the Option Plan is to give to Directors, Employees, Management, and Consultants of the Company and its subsidiaries, as additional compensation, the opportunity to participate in the success of the Company, and to encourage and enable such persons to acquire and retain a proprietary interest in the Company by ownership of its stock.
Maximum term of the Options : The term of any Options granted under the Option Plan shall be determined by the Board at the time of grant but, subject to earlier termination in the event of dismissal for cause, termination other than for cause or in the event of death, the term of any Options granted under the Option Plan may not exceed ten years.
Limits under the Option Plan : The Option Plan provides that at the time of grant of any Option, the aggregate number of Shares reserved for issuance under the Plan which may be made subject to Options at any time and from time to time (including those issuable upon the exercise of Pre-Existing Options) shall not exceed 10% of the total number of issued and outstanding Shares at any point in time, on a non-diluted basis, unless the Company and has obtained Disinterested Shareholder Approval. The number of Shares which may be issuable under the Plan and all of the Company's other previously established plans:
to any one individual, within any twelve-month period, shall not exceed 5% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis, unless the Company has obtained Disinterested Shareholder Approval;
to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares, at any point in time and in any 12-month period, on a non-diluted basis; unless the Company has obtained Disinterested Shareholder Approval;
to any one Consultant, within any twelve-month period, shall not exceed 2% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; and
to all Investor Relations Service Providers, within any twelve-month period, shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis.
Administration of the Option Plan : The Option Plan is administered by the Board, which will have full and final authority with respect to the granting of all Options thereunder.
Vesting Provision : The Board, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set out in the Option Plan, all Options granted under the Plan shall vest and become exercisable in full upon grant, except Options granted to Investor Relations Service Providers, which Options must vest in stages over twelve months such that:
no more than 1/4 of the Options vest no sooner than three months after the Stock Options were granted;
no more than another 1/4 of the Options vest no sooner than six months after the Stock Options were granted;

no more than another 1/4 of the Options vest no sooner than nine months after the Stock Options were granted; and
the remainder of the Options vest no sooner than 12 months after the Stock Options were granted.

Notwithstanding the foregoing, in the event that a Pre-Existing Plan imposed vesting requirements on a Pre-Existing Option, such vesting requirements must be satisfied before any such Pre-Existing Options shall become Vested.

Exercise Price : The exercise price will be determined by the Board and set forth in the Option Agreement issued in respect of such Option and, in any event, will not be less than the Market Price of the Company's Shares as of the Grant Date.
Manner of Exercise : The Option shall be exercisable by delivering to the Company an exercise notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment, there will be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Option Holder's cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honored upon presentation in which case the Option shall not have been validly exercised.
Cashless Exercise: Subject to the provisions of the Plan, once an Option has vested and become exercisable, an Option Holder may elect to exercise such Option by either (a) a �net exercise� hereby Options, excluding Options held by any Investor Relations Service Provider, is exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead, the Participant receives only the number of underlying Common Shares that is equal to the quotient obtained by dividing: (A) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options; by (B) the VWAP of the underlying Shares; or, (b) a brokerassisted �cashless exercise� in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade. The Option Holder then receives the balance of Listed Shares or the cash proceeds from the balance of such Listed Shares� from what is leftover above the exercise price / withholding taxes.

An Option may be exercised pursuant to this Section from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Option Holder has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Option Holder or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any).

Expiry during blackout period : If the Expiry Date in respect of any Option occurs within a trading black-out period imposed by the Company, the Expiry Date of the Option shall be automatically extended to the date that is ten (10) business days following the end of such black-out period.
Termination provisions : If the Option Holder ceases to be an Eligible Person, due to his or her death or, in the case of an Option Holder that is a company, the death of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Option Holder shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of: (i) 365 days after the date of death; and (ii) the Expiry Date.

The Option Plan currently provides that if the Option Holder holds his or her Option as a Director of the Company and such Option Holder ceases to be a Director of the Company, the Expiry Date of the Option will not exceed the first anniversary following the date the Option Holder ceases to be a Director of the Company, unless the Option Holder ceases to be a Director of the Company as a result of:

i. ceasing to meet the qualifications of a director set forth in the OBCA; or
ii. an ordinary resolution having been passed by the shareholders of the Company pursuant the OBCA; or iii. an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date will be the date the Option Holder ceases to be a Director of the Company.

If the Option Holder ceases to be an Employee or Consultant of the Company other than by reason of death, the Expiry Date of the Option will not exceed the first anniversary following the Termination Date.

If the Option Holder ceases to be an Eligible Person as a result of "termination for cause" of such Option Holder by the Company or its subsidiary (or in the case of an Option Holder who is a Management Company Employee or Consultant, by the Option Holder's employer), as that term is interpreted by the courts of the jurisdiction in which the Option Holder is employed or engaged, any outstanding Option held by such Option Holder on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

If the Option Holder ceases to be engaged to provide Investor Relations Activities, other than by reason of death, the Expiry Date of the Option will not exceed the 30th day following the Termination Date unless the Option Holder ceases to be so engaged as a result of either �termination for cause� or an order made by any Regulatory Authority having jurisdiction to so order, in which case the Expiry Date will be the Termination Date.

If an Option Holder commits an act of bankruptcy or any proceeding is commenced against the Option Holder under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy or insolvency and such proceeding remains undismissed for a period of thirty (30) days, no Option held by such Option Holder may be exercised following the date on which such Option Holder commits such act of bankruptcy or such proceeding remains undismissed, as the case may be.

Disinterested shareholder approval : Disinterested Shareholder Approval must be obtained for any reduction in the Exercise Price or extension to the term if the Option Holder is an Insider of the Company at the time of the proposed reduction or extension. Furthermore, Disinterested Shareholder Approval must be obtained for the circumstances laid down in Sec 5.3(a) of the TSX-V Policy 4.4, including when the number of Shares reserved for issuance under the Plan to be granted to Insiders exceeds 10% of the issued and outstanding Shares and if the grant of Options to Insiders, within any 12-month period, exceeds 10% of the Company's issued and outstanding Shares.

As of the date of this Circular, 5,454,640 Options were outstanding under the Plan to acquire 5,454,640 Shares, representing approximately 9.51% of the Company�s current issued and outstanding Shares.

A copy of the Plan may be inspected at the head office of the Company, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada, during normal business hours and at the Meeting.

Employment, Consulting and Management Agreements

Effective December 22, 2023, the Company entered into a consulting agreement (the �Boisjoli Consulting Agreement�) with Robert Boisjoli & Associés S.E.C. which provides that Robert Boisjoli & Associés S.E.C. will supply services through Robert Boisjoli by acting as Chief Financial Officer of the Company.

The Boisjoli Consulting Agreement may be terminated by the Company or Mr. Boisjoli, at any time, for any reason, upon providing a 90-day written notice. If the Company terminates the Boisjoli Consulting Agreement for any reason, at any time, the Company will be responsible for 6 months of Monthly Fees (as such term is defined in the Boisjoli Consulting Agreement) beginning on the first day following the month in which the Boisjoli Consulting Agreement has been terminated.

If the Boisjoli Consulting Agreement is terminated upon a Change of Control (as such term is defined in the Boisjoli Consulting Agreement) at any time, the Company will be responsible for a lump sum payment equal to 6 months of Monthly Fees beginning on the first day of the following month in which the Boisjoli Consulting Agreement was terminated.

The Company had no other arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Statement.

Oversight and Description of Director and Named Executive Officer Compensation

The Company does not have a compensation committee; the Board is responsible for determining all forms of compensation, including long-term incentives in the form of Options, to be granted to the executive officers and directors to ensure such arrangements reflect the responsibilities and risks associated with each position.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers or Directors at, following, or in connection with retirement.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out additional information with respect to the Option Plan as of December 31, 2023:

Name and Position Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding security reflected in column (a))	Name and Position Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding security reflected in column (a))	Name and Position Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding security reflected in column (a))	Name and Position Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding security reflected in column (a))
Stock Option Plan 2,254,640 $0.26 3,483,666
Equity Compensation Plans Not Approved by Shareholders	N/A	N/A	N/A

Indebtedness of Directors and Executive Officers

Except as disclosed below, to the best knowledge of the Directors, at no time during the last completed financial year was any current director, executive officer or employee or any former director, executive officer or employee of the Company, or any proposed nominee for election as a director of the Company:

a. indebted to the Company; or
b. indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, other than routine indebtedness.

In August 2023, the Company paid a $50,000 advance to the non-executive Chairman of the Company as part of the Yukon Critical Metals Transaction, which was terminated. This transaction was with a non-arm�s length party related to the nonexecutive Chairman of the Company. The $50,000 advance has been repaid to the Company on December 15, 2023.

Interest of Informed Persons in Material Transactions

Except as disclosed below, to the best knowledge of the directors, no informed person or proposed Director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company�s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

In March 2023, the Company entered into a convertible promissory note agreement with a Director for $250,000, no interest, convertible into common shares of the Company on completion of a RTO at a price of $0.28 per share. The RTO did not proceed, and on April 26, 2023, the Company repaid $136,000 of the convertible promissory note amount and the remaining $114,000 was repaid on August 23, 2023.

AUDIT COMMITTEE

Charter and Composition of the Audit Committee

The text of the Audit Committee Charter is attached hereto as Schedule �A�. The members of the Audit Committee of the Company are Jean-Patrick Lariviere, Chairman of the Audit Committee, Chad Williams and Phil Girard. The members of the Audit Committee are financially literate, as such terms are defined in Multilateral Instrument 52-110 Audit Committees (� MI 52-110 �). Mr. Lariviere and Mr. Girard are independent as defined under MI 52-110.

Education and Relevant Experience

All members of the Audit Committee are financially literate, as defined in MI 52-110. In considering criteria for determination of financial literacy, the Board looks at the ability to read and understand financial statements of the Company. The members have familiarity with emerging accounting issues, past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background, which results in their financial sophistication, including being or having held an officer position of an entity with financial oversight responsibilities.

Chad Williams

Chad Williams has an extensive background in capital markets and business management. He is the founder and Chairman of Red Cloud Mining Capital, Inc. and Sharechest. Mr. Williams also serves on the board of Honey Badger Silver Inc. and Karora Resources Inc. He was one of the founders of both Agilith Capital Inc. and Westwind Capital Inc., as well as the former CEO of Victoria Gold Corp. and former Head of Mining Investment Banking at Blackmont Capital Inc. Prior to these positions, Mr. Williams was a top-ranked mining analyst at TD Bank and other Canadian brokerage firms in Toronto. Chad Williams is a member of the Association of Professional Engineers of Ontario, having received a Bachelor of Engineering degree and a Master of Business Administration from McGill University.

Phil Girard

Jean-Patrick Lariviere

Mr. Lariviere has more than 20 years in banking, investment banking and corporate finance. Jean-Patrick has led a successful career as an investment banker and was managing partner of the Canadian operations of Oaklins investment bank, which focused on mid-market corporate finance mergers and acquisitions services. He has directly managed and oversaw hundreds of transactions involving capital raise, divestitures, fundraising, and various strategic corporate finance

assignments for his clients. Prior to his work with Oaklins, Jean-Patrick was a banker with UBS and Landsbankinn, where he oversaw Canadian operations for various structured products. He is currently president of Sekurcorp, a private equity fund focussed on acquiring and managing defensive security services and equipment companies.

Audit Committee Oversight

At no time since the commencement of the latest Company�s financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the latest Company�s financial year has the Company relied on the exemption provided under section 2.4 of NI 52-110 (De minimis Non-audit Services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

However, the Company is not required to comply with Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110 given that it is a venture issuer as defined in NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee of the Company has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee�s charter attached hereto as Schedule �A�.

Independent Auditor Service Fees

The aggregate fees billed by the Company�s independent auditor are as follows:

Financial Year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All other fees
December 31, 2023	$42,953	Nil	$12,305	Nil
December 31, 2022	$37,946	Nil	$34,125	$22,575

CORPORATE GOVERNANCE

Board Independence

As of the date of this Circular, the Company�s Board currently consists of four Directors, two of whom are independent based upon the tests for independence set forth in NI 52-110. Philippe Girard and Jean-Patrick Lariviere are independent. Dorian Nicol and Chad Williams are non-independent.

Directorships

The following directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction:

Director Name	Issuer
Chad Williams	Honey Badger Silver Inc. (TSXV), and Karora Resources Inc. (TSXV)
Phil Girard	None
Jean-Patrick Lariviere	None
Dorian L Nicol	MTB Minerals (TSXV) HoneyBadgerSilver Inc.(TSXV)

Board Orientation and Continuing Education

When appointed, new directors receive orientation training based on their previous experience, on the Company�s business, assets and sector of activity, as well as their new responsibilities. In addition, the Company�s management is available for discussions with all Board members.

Ethical Business Conduct

The Board has the statutory duty to manage or supervise the management of the business and affairs of the Company. In carrying out such duties and exercising their powers, each director is required to act honestly and in good faith with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Board and Director Assessments

No formal evaluation process has been put in place to evaluate the effectiveness of the directors, the descriptions of the positions held or the competence and qualifications that each director is required to bring to the Board. This task is the responsibility of the Board who punctually reviews its operations as well as its directors� roles, and its members are encouraged to give feedback regarding the effectiveness of the Board as a whole, its practices and individual directors will, when necessary, make recommendations to the Board.

The Committees

There are currently no committees other than the Audit Committee.

Nomination Process

The Board does not have a nominating committee. The current size and composition of the Board allows the entire Board to take the responsibility for finding and nominating new directors, taking into consideration the competencies, skills, experiences, and ability to devote the required time.

ADDITIONAL INFORMATION

Shareholders who wish additional information should contact Computershare Investor Services Inc. toll-free at 1-800-5646253, locally at 514-982-7555 or by email at [email protected] with any questions regarding the deposit of proxies.

Financial information is provided in the Company�s comparative annual consolidated financial statements and MD&A for the fiscal year ended December 31, 2023. The Company has complied with Section 5.1 of National Instrument 52-110 � Audit Committees , and the disclosure required by Form 52-110F1 is included in in Schedule �A� to the Company�s Annual Information Form under the heading, �Finance & Audit Committee Charter�.

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.com. Shareholders may also contact the Company to request copies of the Company�s current annual information form, consolidated financial statements, MD&A and other continuous disclosure documents filed by the Company.

APPROVAL

The content and the sending of this Circular have been approved by the Board and a copy of the Circular has been sent to each director of the Company, the auditors of the Company and each Shareholder entitled to notice of the Meeting.

DATED at Toronto, Ontario, the 15[th] day of May 2024.

�Dorian L. (Dusty) Nicol�

_____ Dorian L. (Dusty) Nicol CEO and Director

A-1

Schedule �A� � Audit Committee Charter

The following charter has been adopted by the Board of Directors (the � Board �) of Blue Thunder Mining Inc. (the � Company� or � Blue Thunder� ) in order to comply with National Instrument 52110 (� NI 52-110 �) and to more properly define the role of the Audit Committee (the � Committee �) as it relates to the oversight of the financial reporting process of the Company.

1. Purpose

The Committee is a committee of the Board with the primary function being to assist the Board in fulfilling its oversight responsibilities with respect to:

i. the integrity, quality and transparency of the Company�s financial statements;
ii. the Company�s internal controls over financial reporting;
iii. the Company�s compliance with regulatory and legal requirements related to financial reporting;
iv. the recommendation to the shareholders for the appointment, and approval of the compensation, of the
Company�s external auditor, as well as the responsibility for its independence, qualifications and performance of all audit and audit related work; and
v. such other duties as assigned to it from time to time by the Board.

The function of the Committee is oversight. The members of the Committee are not full-time employees of the Company. The Company�s management is responsible for the preparation of the Company�s financial statements in accordance with the applicable accounting standards and applicable laws and regulations. The Company�s external auditor is responsible for the audit and review, if applicable, of the Company�s financial statements in accordance with the applicable auditing standards and laws and regulations.

2. Authority

In carrying out its oversight role, the Committee and the Board recognize that the Company�s management is responsible for:

i. implementing and maintaining suitable internal controls and disclosure controls; ii. the preparation, presentation and integrity of the Company�s financial statements; and
iii. the appropriateness of the accounting principles and reporting policies that are used by the Company.

The Committee shall have the authority to:

i. engage independent counsel and other advisors as it deems necessary to carry out its duties;
ii. set and pay the compensation for the advisors employed by the Committee; and iii. communicate directly with the internal and external auditors.

3. Membership

The Committee and its membership shall meet all applicable legal, regulatory, and listing requirements of the appropriate securities commissions, stock exchanges and any other applicable securities regulatory authority. The Committee shall consist of at least three members of the Board. Unless a chair (the �Chair�) is elected by the Board, the members of the Committee

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shall designate a member who shall serve as Chair by an affirmative vote of the majority of the full Committee.

The majority of the members of the Committee shall be independent and financially literate, except as otherwise permitted under the limited exceptions as set out in NI 52-110 � Audit Committees. The Committee members will be elected annually at the first meeting of the Board following the annual general meeting of shareholders and the Board may, at any time, amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitute.

4. Procedures, Powers and Duties

In carrying out its oversight role, duties and responsibilities, the Committee believes that its policies and procedures should remain flexible, within appropriate regulatory and generally accepted accounting principles guidelines, in order to best react to changing events, conditions and circumstances. The Committee will meet at least four times per year (additional details on Meeting obligations can be found in section 5), with authority to convene additional meetings as required. The committee will hold private meetings with external auditors, the Chief Financial Officer (� CFO �), Vice President of Finance or any other member acting as the most senior financial officer of the Company and others as necessary. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

5. Meetings of the Committee

The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. The quorum shall be reached with at least 50% of the members of the Committee are present, either in person, or by telephone.

The Committee shall keep minutes of its meetings, which shall be available for review by the Board at any time. The Committee may, from time to time, appoint any person who need not be a member of the Committee, to act as secretary at any meeting. Any director of the Company may attend meetings of the Committee, and the Committee may invite other such officers and employees of the Company as it may see fit, from time to time, to attend meetings of the Committee.

Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. The Committee shall report its determinations to the Board at the next scheduled meeting of the Board, or earlier as the Committee deems necessary. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation, other than those relating to non-audit services and annual audit fees, which do not require the approval of the Board.

The Chair of the Committee has the authority to convene additional meetings, circumstances warranted. Any member of the Committee, the Chair of the Board, the Chief Executive Officer ( �CEO�) and the CFO or senior financial officer, shall be entitled to request that the Chair of the Committee call a meeting within 48 hours of receipt of such request.

6. Responsibilities

The Committee will carry out the following responsibilities:

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Review and discuss with management and the external auditor the quarterly and annual financial statements and the related disclosures contained in the Management�s Discussion and Analysis and news releases and approve, or where required recommend to the Board for approval, subject to any required change being made, prior to the public disclosure of the information by the Company. Such disclosure shall include:
i. the choice and justification of significant accounting policies and estimates made by management and the quality, not just the acceptability, of the accounting principles applied by the Company;
ii. the reasonableness of any significant judgements made; iii. the clarity and completeness of the financial statement disclosure;
iv. any accounting adjustments that were noted or proposed by the external auditor but were not made (as immaterial or otherwise); and
v. any communication between the audit team and their national office (where applicable) relating to accounting or auditing issues encountered during their work.
Review and discuss with management and the external auditor the financial information contained in any prospectus, offering memoranda and/or any other document containing financial information required to be disclosed or filed by the Company and recommend to the Board for approval, in each case, subject to any required change being made prior to the public disclosure of this information.
Review disclosure related to any insider and related party transactions, significant nonrecurring events, significant risks and changes in provisions, estimates or reserves included in the Company�s public disclosure documents.
Review with management and the external auditor the adequacy and effectiveness of the Company�s systems of internal control over financial reporting and disclosure, including policies, procedures and systems to assess, monitor and manage the Company�s assets, liabilities revenues and expenses. In addition, the Committee will review and discuss the appropriateness and timeliness of the disposition of any recommendations for improvements in the Company�s internal control over financial reporting and disclosure.
Obtain and review reports of the external auditor on significant findings and recommendations on the Company�s internal controls, together with management�s responses.
Periodically discuss with management, the Company�s policies regarding financial risk assessment and financial risk management. While it is the responsibility of management to assess and manage the Company�s exposure to financial risk, the Company will discuss and review guidelines and policies that govern the process. The discussion may include the Company�s financial risk exposures and the steps management has taken to monitor and control such exposures.
Receive reports directly from and oversee the external auditor.
Discuss with representatives of the external auditor plans for their quarterly reviews (where applicable) and annual audit, including adequacy of staff and their proposed fees and expenses. The Committee will have separate discussions with the external auditor, without management present, on:
i. the results of their annual audit and quarterly review (where applicable);
ii. any difficulties encountered in the course of their work, including restrictions on the scope of activities or access to information;

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iii. management�s response to audit or quarterly review (where applicable) issues; and

iv. any disagreements with management.

Pre-approve all audit and allowable non-audit fees and services to be provided by the external auditor in accordance with securities laws and regulations and the Company�s policies and procedures pertaining to the pre-approval and reporting of such services.
Recommend to the Board that it recommend to shareholders of the Company the appointment and termination of the external auditor.
Approve the external auditor�s compensation.
Receive reports in respect of the quarterly review (where applicable) and audit work of the external auditor and, where applicable, oversee the resolution of any disagreements between management and the external auditor.
Establish and maintain direct communication channels between the Committee and the external auditor of the Company to discuss and review specific issues, as appropriate.
Meet separately, on a regular basis, with management and the external auditor (where quarterly reviews are performed) to discuss any issues or concerns warranting the attention of the Committee. As part of this process, the Committee shall provide sufficient opportunity for the external auditor to meet privately with the Committee.
At least annually, obtain and review a report from the external auditor describing:
i. any sanctions made by any government or professional authorities, respecting independent audits carried out by the external auditor, and any steps taken to deal with any such issues; and
ii. all relationships between the external auditor and the Company in order to assess external auditor independence and receive a letter each year from the external auditor confirming its continued independence.
Allow the external auditor of the Company to attend and be heard at any meeting of the Committee.
Review and approve the Company�s hiring policies regarding partners, employees and former partners and employees of the external auditor to ensure compliance with NI 52-110.
At least annually, evaluate the external auditor�s qualifications, performance and independence, including that of the external auditor�s lead partner, and report the results of such review to the Board; and
At least every five years, conduct a more comprehensive review of the external auditor�s performance and report the results of such review to the Board.
Review procedures established with respect to employees and third parties for:
i. the receipt, retention and treatment of complaints received by the Company, confidentially and anonymously, regarding accounting, financial reporting and disclosure controls, procedures, or auditing matters; and
ii. dealing with reporting, handling and taking of remedial action with respect of alleged violations of accounting, financial reporting and disclosure controls and procedures, or auditing matters, as well as certain other alleged illegal or unethical behaviour, in accordance with the Company�s related policies and procedures.
Review disclosure made by the Company�s CEO and CFO, or senior financial officer, regarding compliance with their certification obligations as required by the regulators.

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Review the Company�s CEO and CFO�s, or senior financial officer�s, quarterly and annual assessments of the design and operating effectiveness of the Company�s disclosure controls and procedures and internal control over financial reporting, respectively.
Review the findings of any examination by regulatory agencies and any auditor observations. Receive reports, if any, from management and corporate legal counsel of evidence of material violation of securities laws or breaches of fiduciary duty.
Regularly report to the Board on Committee activities, issues and related recommendations.
Report annually to the shareholders, describing Committee�s composition, responsibilities and how they are discharged, and any other information required by legislation.

7. Other Responsibilities

In addition to the responsibilities mentioned previously, the Committee can also be responsible for:

i. Perform any other related activities as requested by the Board; ii. Review and assess the adequacy of the Committee mandate annually, requesting Board approval for proposed changes; and
iii. Institute and oversee special investigations, as needed.

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Mines D'Or Orbec Inc. — Proxy Solicitation & Information Statement 2024

47507_rns_2024-05-16_ac9904b5-4fec-42fa-a4a0-2854f348f545.pdf

BLUE THUNDER MINING INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

May 15, 2024

PARTICIPATING IN THE VIRTUAL MEETING

Attending the Virtual Meeting

In order to participate online in the virtual Meeting, Shareholders must have a valid 15-digit Control Number and proxyholders must have received an email from Computershare containing an Invite Code.

Participating in the Virtual Meeting

Voting at the Virtual Meeting

VOTING PROCEDURES

Who Can Vote

How to Vote

BOARD RECOMMENDATION

REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS (BENEFICIAL SHAREHOLDERS)

In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary or Depository including those regarding when and where the proxy or proxy authorization form is to be delivered and may be revoked.

APPOINTMENT AND REVOCATION OF PROXIES

Without an Invite Code, proxyholders will not be able to attend and vote at the Meeting.

DEPOSIT OF PROXY

REVOCATION OF PROXY

EXERCISE OF DISCRETION BY PROXIES

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

1. CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR�S REPORT

2. ELECTION OF DIRECTORS

Chad Williams

Dorian L. (Dusty) Nicol

Jean Patrick Lariviere

Phil Girard

Disclosure Regarding Prior Regulatory and Bankruptcy Orders or Proceedings

3. REAPPOINTMENT OF AUDITORS

4. OPTION PLAN CONFIRMATION, RENEWAL, AND AMENDMENT

5. APPROVAL OF NAME CHANGE

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Summary Compensation Table

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

The Option Plan

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Pension Disclosure

Securities Authorized for Issuance Under Equity Compensation Plans

Indebtedness of Directors and Executive Officers

Interest of Informed Persons in Material Transactions

AUDIT COMMITTEE

Charter and Composition of the Audit Committee

Education and Relevant Experience

Chad Williams

Phil Girard

Jean-Patrick Lariviere

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Independent Auditor Service Fees

CORPORATE GOVERNANCE

Board Independence

Directorships

Board Orientation and Continuing Education

Ethical Business Conduct

Board and Director Assessments

The Committees

Nomination Process

ADDITIONAL INFORMATION

APPROVAL

�Dorian L. (Dusty) Nicol�

Schedule �A� � Audit Committee Charter

1. Purpose

2. Authority

3. Membership

4. Procedures, Powers and Duties

5. Meetings of the Committee

6. Responsibilities

7. Other Responsibilities

More from Mines D'Or Orbec Inc.

Mines D'Or Orbec Inc. Proxy Solicitation & Information Statement 2024