Monument Mining Limited — AGM Information 2021

Sep 28, 2021

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Notice of Annual General Meeting of Shareholders

&

Management Information Circular

To be held October 28, 2021

MONUMENT MINING LIMITED

Suite 1580, 1100 Melville Street Vancouver, British Columbia, V6E 4A6

Tel. 1-604-638-1661 Fax. 1-604-638-1663 Website: www.monumentmining.com

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Monument’s proxy solicitation agent: Laurel Hill Advisory Group North American Toll-Free Number: 1-877-452-7184 Collect Calls Outside North America: 416-304-0211 Email: assistance@laurelhill.com

Monument Mining Limited

MONUMENT MINING LIMITED 1580-1100 Melville Street Vancouver, British Columbia, V6E 4A6 Phone No.: 604-638-1661 Fax No.: 604-638-1663

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the " Meeting ") of the shareholders of Monument Mining Limited (the " Company ") will be held at Suite 1580, 1100 Melville Street, Vancouver, British Columbia, Canada, on Thursday , October 28, 2021 at 11:00 A.M, Pacific Time, for the following purposes:

1. To receive and consider the financial statements of the Company for the fiscal year ended June 30, 2021, and the auditors’ report thereon;

2. To fix the number of Directors of the Company for the incoming year at six;

3. To elect directors of the Company for the incoming year;

4. To appoint Grant Thornton LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the Directors to fix the auditors’ remuneration; and

5. To transact such further or other business as may properly come before the Meeting and any adjournment thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

In view of the current COVID-19 outbreak, we encourage shareholders to vote in advance and not attend the meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. We may take additional precautionary measures in relation to the meeting in response to further developments with the COVID-19 outbreak.

Questions or requests for assistance regarding the Meeting may be directed to Laurel Hill Advisory Group, the Company’s proxy solicitation agent, at 1-877-452-7184 toll free, (416-304-0211 outside North America) or by email at assistance@laurelhill.com.

DATED: September 27, 2021

BY ORDER OF THE BOARD OF DIRECTORS

"Graham Dickson"

Graham Dickson, Chairman

Monument Mining Limited

INFORMATION CIRCULAR AS AT OCTOBER 4, 2021 UNLESS OTHERWISE INDICATED

This Information Circular is furnished in connection with the solicitation of proxies by the management of Monument Mining Limited (the "Company" or "Monument") for use at the Annual General Meeting (the "Meeting"). The Meeting will be held at Suite 1580, 1100 Melville Street, Vancouver, British Columbia, on Thursday, October 28, 2021, at 11:00 A.M. (Pacific Time) and for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. Pursuant to Part XII of the Canada Business Corporations Act , advance notice of the Meeting was published via SEDAR on September 20, 2021.

GENERAL PROXY INFORMATION

Solicitation of Proxies

THE ACCOMPANYING PROXY IS SOLICITED BY THE MANAGEMENT OF the Company in connection with the Meeting. All properly executed proxies received on or before 11:00 A.M. (Pacific Time) on October 26, 2021 will be voted at any poll held at the Meeting, and if a choice is specified with respect to any matter to be acted upon, will be voted in accordance with the instructions contained therein. The expense of this solicitation will be paid by the Company. Some of the directors, officers and regular employees of the Company may solicit proxies personally and by telephone, facsimile or other electronic means as deemed necessary, at no additional compensation. The Company has also retained the services of Laurel Hill Advisory Group (“ Laurel Hill ”) to provide the following services in connection with the Meeting: review and analysis of the Circular, recommending corporate governance best practices and liaising with proxy advisory firms as applicable, and assist the Company in connection in its communication with shareholders. In connection with these services, Laurel Hill is expected to receive a fee of $35,000, plus out-of-pocket expenses.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy have been selected by the directors of the Company and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (who need not be a shareholder), other than the management designees, to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the form of proxy, the name of the person to be designated and by deleting therefrom, the names of the management designees. Such shareholder should notify the nominee of the appointment, obtain consent to act as proxy and should provide instructions on how the shareholder’s shares are to be voted. In any case, the form of proxy should be dated and executed by the shareholder or any attorney authorized in writing, with proof of such authorization attached, where an attorney executed the form of proxy. A form of proxy may be revoked at any time prior to the exercise thereof. An instrument of revocation must be executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited either at the head office of the Company at any time up to and including the last business day preceding the date of the Meeting, or at any adjournment thereof, at which the proxy is to be used or with the chairman of the Meeting on the day of the Meeting or any adjournment thereof.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services, the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

The proxy can be submitted by:

• (a) using the internet through the website of the Company's transfer agent at www.investorvote.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number; in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

• (b) completing, dating and signing the enclosed form of proxy and returning it to the Company's transfer agent, Computershare Trust Company of Canada (" Computershare "), by fax within North America at 1-866-249-7775,

Monument Mining Limited

outside North America at (416) 263-9524, or by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;

• (c) using a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder's account number and the proxy access number; or

• (d) using the internet through the website of the Company's transfer agent at www.investorvote.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number; in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Non-Registered Holders

Only registered shareholders or duly appointed proxy holders are permitted to vote at the Meeting (except as outlined below). Most shareholders of the Company are "non-registered" shareholders because the shares 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. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the "Non-Registered Holder" or "Beneficial Owner") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder 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 (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101"), the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to NonRegistered Holders.

There are two kinds of Beneficial Owners: those who object to their name being made known to the issuers of securities which they own (called " OBOs " for Objecting Beneficial Owners) and those who do not object (called " NOBOs " for NonObjecting Beneficial Owners). Issuers can request and obtain a list of their NOBOs from intermediaries via their transfer agents pursuant to NI 54-101, and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. The Company is not sending the Meeting Materials directly to NOBOs, but rather has distributed copies of the Meeting Materials to the Intermediaries for distribution to NOBOs. The Company is not paying for intermediaries to deliver copies of the proxy-related materials and related documents to OBOs. Accordingly, OBOs will not receive copies of the proxy-related materials and related documents unless the OBO or its intermediary assumes the cost of delivery.

Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise 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 Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Computershare as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary , and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company , will constitute voting instructions which the Intermediary must follow. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically mails a scannable voting instruction form (" VIF ") in lieu of the applicable form of proxy. The NonRegistered holders are requested to complete and return the VIF by mail or facsimile. Alternatively, the Beneficial holder can call a toll-free telephone number or access the Internet to vote the Shares held by the Beneficial owners at www.proxyvote.com. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the applicable Meeting. As well, Monument may be utilizing the Broadridge QuickVote™ service to assist eligible shareholders with voting their shares directly over the telephone.

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In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares, which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management designees and insert the NonRegistered Holder's name in the blank space provided. If a Non-Registered Holder wishes to revoke their vote, the NonRegistered Holder should follow the instructions provided to them from their Intermediary. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy or VIF is to be delivered.

Voting Procedure

Holders of record of the common shares of the Company (hereinafter the " shares ") at the close of business on September 27, 2021 (the " Record Date "), will be entitled to receive notice of the Meeting and to one vote per share on all matters placed before the Meeting.

All shares represented at the Meeting by properly executed proxies will be voted (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification, the management designees, if named in the proxy, will vote in favour of the matters set out therein.

The enclosed form of proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments or variations to matters identified in the notices of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of: (a) any amendments or variations to matters identified in the notices of Meeting, or (b) any other matters to be presented for action at the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with their judgment.

A quorum for the transaction of business at the Meeting shall be shareholders present in person or represented by proxy or duly authorized representative, being not less than two (2) in number.

Voting Shares Securities and Principal Holders of Voting Securities

The Company is authorized to issue an unlimited number of shares of which, as at the close of business on the Record Date, 325,971,563 shares are issued and outstanding.

The holders of shares of record at the Record Date are entitled to vote such shares at the Meeting.

There are no persons who are known to the Directors and officers of the Company to have, as at the date of this Information Circular, direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over voting securities that constitute more than 10% of the issued and outstanding shares of the Company, other than as set out below:

Name/Municipality of Residence	Number of Shares	Percentage of Outstanding Shares as at the date of this Information Circular
Malaco Mining Sdn Bhd*	55,000,000	16.9%

Dato’ Sia Hok Kiang , the director of Monument Mining Limited is the CEO and President of Malaco Mining Sdn Bhd.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Receipt of the Financial Statements and Auditors’ Report

The consolidated financial statements of the Company for the fiscal year ended June 30, 2021 including the accompanying notes and the auditor’s report, will be presented to the shareholders at the Meeting. These documents are available on both SEDAR (www.sedar.com) and the Company’s website (www.monumentmining.com).

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Election of Directors

The term of office of each of the current Directors runs until the conclusion of the Meeting or until their respective successors have been elected or appointed. Shareholders’ approval will be sought to fix the number of Directors of the Company at six (6), such approval requiring a majority of the votes cast by shareholders at the Meeting (being 50% plus one of the votes cast).

The persons named in the accompanying proxy intend to vote for the election as Directors the six nominees listed below unless the shareholder directs that his or her shares be withheld from voting in the election of Directors. In the event any nominee named below should be unable to serve, the persons named in the accompanying proxy will vote for a substitute nominee or nominees in accordance with their best judgment. All nominees named below have consented to serve as Directors if elected.

Name, Jurisdiction of Residence and Position	Principal occupation or employment and, if not a previously elected Director, occupation for past 5 years	Director since	Number of Securities beneficially owned or controlled or directed, directly or indirectly,1
Graham Dickson2, 3, 4, 5 British Columbia, Canada Chairman, Director	President of NouHgt Technologies Inc. since 2012; Chief Operating Officer of Veris Gold Corp. from June 2011 to June 2015.	June 2009	400,000 shares 1,400,000 RSUs
Cathy Zhai2, 5 British Columbia, Canada President and CEO, and Corporate Secretary Director	President and CEO for Monument Mining Limited and all its subsidiaries since January 2018; CFO from July 2007 to December 2017, Interim CFO from November 2019 to June 2020, and Corporate Secretary since 2007.	November 2011	2,720,700 shares 3,479,800 RSUs
Zaidi Harun4 Pahang, Malaysia VP, Business Development, Director	Vice President, Business Development for Monument Mining Limited and Monument Malaysian Group of companies since 2007.	June 2007	3,830,400 shares 1,371,833 RSUs
Michael John Kitney2, 3, 4 Perth, Western Australia Director	Chief Operating Officer of Kasbah Resources Limited from February 2011 to May 2016.	November 2015	500,000 shares 500,000 RSUs
Dato’ Sia Hok Kiang4 Selangor, Malaysia Director	CEO and President of Malaco Mining Sdn. Bhd.	October 28, 2020	Nil shares 200,000 RSUs
Jean-Edgar de Trentinian3, 5 Geneve, Switzerland Director	President & CEO of Orifer S.A.	February 8, 2021	15,000,000 shares 200,000 RSUs

(1) Securities beneficially owned, directly or indirectly, or over which control or direction is exercised, as at September 27, 2021, based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such securities are held directly.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Technical Committee.

(5) Member of the Disclosure Committee.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

Except as described below, to the knowledge of the Company, no proposed director:

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

• (i) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

• (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information 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 Information 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; or

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (e) has been subject to any 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.

On June 9, 2014, the Supreme Court of British Columbia issued an order granting Veris Gold Corp. ("Veris") creditor protection to under the Companies’ Creditors Arrangement Act (Canada). Veris was cease traded by the British Columbia Securities Commission as of September 3, 2015. Graham Dickson was a director of Veris until February 25, 2015 and the Chief Operating Officer of Veris until June 25, 2015.

The following information as to principal occupation, business or employment is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

Graham Dickson

Chairman, Director

Mr. Dickson is a mining executive with over 30 years of extensive experience in the gold mining industry and has built numerous gold treatment plants in remote areas of the world. He has been serving as President for NouHgt Technologies Inc. since 2012; and previously served as Director, Chief Operating Officer and other positions of Veris Gold Corp. up to June 2015, which holds a diverse portfolio of gold, silver, zinc and copper properties in the Yukon Territory and British Columbia, Canada as well as in the states of Arizona and Nevada in the U.S.A. Mr. Dickson also served in various capacities with BYG Natural Resources Ltd., which had a gold mine in the Yukon Territory; and acted as General Manager of a turnkey construction company for gold milling facilities in remote locations, including the Snip Mill for Cominco Ltd., Golden Patricia Mill for Bond Gold, Seebee Mill for Claude Resources and for surface facilities at the Julietta mine for Bema Gold.

Cathy Zhai, B.Sc., CPA

Director, President and CEO and Corporate Secretary

Ms. Zhai has been President and CEO since January 2018, and formerly the Chief Financial Officer at Monument Mining Limited since 2001 (formally Moncoa Corporation). Ms. Zhai has over 20 years of extensive experience at executive and senior positions covering executive management, business strategic planning, corporate finance and corporate secretary mainly in mining industry and other business sectors including high tech, manufacturing and biotech industries across North America, China, South-East Asia and Australia. She has played a major role in the Company’s corporate development, financing and has directly participated establishment of the Selinsing Gold Mine from its start up. Ms. Zhai is a designated Chartered Professional Accountant (“CPA”) and holds a B.Sc. degree in Mathematics.

Monument Mining Limited

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Zaidi Harun, B.Sc.

Director, Vice President, Business Development

Mr. Harun is an experienced Exploration Geologist with over 20 years’ experiences in the international mining industry field work as well as extensive mine geological exploration experience. He has extensive knowledge of the Malaysian mining industry and has been a key senior person in assisting the President in mineral property research, liaison with government, local society, and implementing the CSR programs. Mr. Harun has spent the last 18 years working on the Selinsing Project site developing the present reserves and resource. He has been involved from the outset in Monument’s preliminary mine planning and initial development for the Selinsing Gold Mine project.

Michael John Kitney, Ass Met, M.Sc., MAusIMM, MAICD

Director

Mr. Kitney was the Chief Operating Officer of Kasbah Resources Ltd since March 2011 to May 2016. He is an internationally experienced metallurgist with in excess of over 40 years' experience in evaluation and project development roles in Australia and internationally and these have included senior management and line positions with Minproc Engineers Limited, Alcoa Australia, British Phosphate Commission, Nelson Gold Corporation Limited and Avocet Mining plc. He has developed and constructed projects throughout Africa, Asia and Australia. He has also participated in Selinsing Gold Processing Plant design work in early years of Monument development as independent consultant and was a Qualified Person on metallurgical work according to NI43-101 standards. He served as a Director of Redbank Mines Limited from March 1, 2006 to November 28, 2008 and is presently an independent director of Breaker Resources NL (BRB:ASX). Mr. Kitney holds a Master of Science degree from WA School of Mines (Mineral Economics).

Dato’ Sia Hok Kiang, B.Sc. (Hons), P.Geol.

Director

Dato’ Sia Hok Kiang, a professional geologist registered with the Board of Geologists in Malaysia, has 40 years of mining and exploration experience from a hands-on geologist to Executive roles in mining industry including Malaysia, Peru, Brazil, Ecuador, Venezuela, Guyana, USA, Canada, Central Africa, Mongolia, Australia, Indonesia, and Cambodia. Since 2008 Dato’ Sia Hok Kiang is the Executive Chairman of Malaco Mining Sdn Bhd, one of the major shareholders of Monument. Dato’ Sia currently serves as a Senior Council Member of the Malaysian Chamber of Mines and a member of the Malaysian Geological Society. He is actively advising the Department of Mineral and Geosciences of the Malaysian Ministry of Land and Natural Resources of matters relating to mining and economic geology. Dato’ Sia has a B.Sc. (Hons) in Applied Geology from the University of Malaya.

Jean-Edgar de Trentinian

Director

Mr. Trentinian is a business executive based in Geneva, Switzerland. His background includes extensive experience at the board of director’s level in mining, publishing, advertising, real estate, and communications, as well as served as a diplomat. Mr. Trentinian is currently shareholder, President and C.E.O. of ORIFER S.A. He previous served as a director of Yukon-Nevada Gold Corp., and as a director of Monument Mining Limited from 2011 to 2017. He has administered and owned, either partially or fully, a large number of companies over the years. He was also a diplomat, Head of Mission in Geneva Switzerland, involved in political and humanitarian tasks. Mr. Trentinian was educated in France, French Master and the University in Switzerland, Arts & Métiers. He performed military service at the French Air-Force Headquarters.

Appointment of Auditors

The shareholders will be asked to vote for the re-appointment of Grant Thornton LLP, Chartered Professional Accountants, of Vancouver, British Columbia, as auditors of the Company to hold office until the next annual general meeting of shareholders, and to authorize the board of directors to fix their remuneration. Grant Thornton LLP have been the auditors for the Company since February 29, 2016.

STATEMENT OF EXECUTIVE COMPENSATION AND COMPENSATION OF DIRECTORS

In this section "Named Executive Officer" (or " NEO ") means each of the following individuals:

• a) The Executive Chairman

• b) the Chief Executive Officer (" CEO ");

• c) the Chief Financial Officer (" CFO ");

• d) the most highly compensated executive officer of the Company, including any of its subsidiaries, or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most

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recently completed financial year whose total compensation was more than $150,000 for that financial year; and

• e) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at June 30, 2021.

The following disclosure sets out the compensation paid, made payable, awarded, granted, given or otherwise provided to each NEO and director for the financial year ended June 30, 2021. During the financial year ended June 30, 2021, the NEOs were Robert Baldock (former Executive Chairman, retired on February 8, 2021), Cathy Zhai (CEO), Zaidi Harun (VP, Business Development), Luther Nip (former Interim CFO before March 22, 2021), Chris Leighton (Interim CFO after March 22, 2021).

Director and NEO Compensation, Excluding Compensation Securities

The following table sets forth all compensation (other than compensation securities) paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and director of the Company in any capacity, for the two most recently completed financial years of the Company.

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committe e or meeting fees ($)	Value of perquisites ($)	Value of all other compensation1 ($)	Total compensation ($)
Robert F. Baldock2	2021	68,133	Nil	Nil	Nil	849	68,982
Former Director	2020	350,000	Nil	Nil	Nil	1,088,183	1,438,183
Graham Dickson	2021	81,500	Nil	5,600	Nil	Nil	87,100
Director	2020	83,000	Nil	7,000	Nil	Nil	90,000
Cathy Zhai3	2021	450,000	Nil	Nil	Nil	56,613	506,613
President and CEO,	2020	450,000	Nil	Nil	Nil	43,979	493,979
Corporate Secretary
and Director
Zaidi Harun4,5	2021	275,000	Nil	Nil	Nil	1,836	276,836
VP, Business Development	2020	275,000	Nil	Nil	Nil	2,114	277,114
and Director
Michael John Kitney	2021	59,500	Nil	6,800	Nil	Nil	66,300
Director	2020	88,000	Nil	7,000	Nil	Nil	95,000
Dato’ Sia Hok Kiang	2021	22,391	Nil	1,200	Nil	Nil	23,591
Director
Jean-Edgar de Trentinian	2021	8,362	Nil	1,200	Nil	Nil	9,562
Director
Luther Nip6	2021	51,199	Nil	Nil	Nil	Nil	51,199
Former Interim CFO	2020	2,154	Nil	Nil	Nil	Nil	2,154
Chris Leighton7
Interim CFO	2021	53,248	Nil	Nil	Nil	2,637	55,885

(1) Value of all other compensation includes vacation payable, medical benefits, housing allowance, and legacy payment.

(2) Mr. Baldock ceased to be Executive Chairman since July 1, 2020, and ceased to be director since February 11, 2021. $68,133 was paid to be a chairman of the board of directors.

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• (3) Of these amounts, $450,000 was received for Ms. Zhai’s role as an officer of the Company; other compensation included vacation and other fringing benefits. $nil was received for Ms. Zhai’s role as Interim CFO of the Company from November 9, 2019 to June 22, 2020.

• (4) Of these amounts, $275,000 was received for Mr. Harun’s role as an officer of the Company, other compensation included fringing benefits.

• (5) Employee of the Company’s subsidiaries in Malaysia.

• (6) Of the amount, $53,353 was received for Mr. Nip’s role as a former interim officer from June 23, 2020 to March 22, 2021.

• (7) Of these amounts, $55,885 was received for Mr. Leighton’s role as an interim officer of the Company since March 22, 2021. Other compensation included vacation and other fringe benefits.

External Management Companies

All NEOs are employees of the Company and no external management company employs or retains individuals acting as NEOs.

Director and NEO Compensation under long-term incentive plans

The following table discloses all compensation securities granted or issued to each director and NEO by the Company or any of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

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Name and Position	Type of compensation security	Number of compensati on securities, number of underlying securities, and percentage of class1	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security of underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Robert F. Baldock	Restricted	6,271,833	May 24, 2017	N/A	0.08	0.14	February
Former Executive Chairman and	share units						10, 2024
Former Director
Cathy Zhai	Restricted	2,479,800	May 24, 2017	N/A	0.08	0.14	February 10, 2024
CEO, President,	share units	1,000,000	April 8, 2021	N/A	0.14	0.14	April 8, 2024
Corporate Secretary and Director
Zaidi Harun	Restricted	1,071,833	May 24, 2017	N/A	0.08	0.14	February 10, 2024
VP, Business Development	share units	300,000	April 8, 2021	N/A	0.14	0.14	April 8, 2024
and Director
Graham Dickson	Restricted	800,000	May 24, 2017	N/A	0.08	0.14	February 10, 2024
Chairman, Director	share units	400,000	February 10, 2021	N/A	0.13	0.14	February 10, 2024
		200,000	April 8, 2021	N/A	0.14	0.14	April 8, 2024
Michael John Kitney	Restricted	300,000	February 10, 2021	N/A	0.13	0.14	February 10, 2024
Director	share units	200,000	April 8, 2021	N/A	0.14	0.14	April 8, 2024
Dato’ Sia Hok Kiang	Restricted	200,000	February 10, 2021	N/A	0.13	0.14	February 10, 2024
Director	share units
Jean-Edgar de Trentinian	Restricted	200,000	February 10, 2021	N/A	0.13	0.14	February 10, 2024
Director	share units
Luther Nip	Restricted	N/A	N/A	N/A	N/A	N/A	N/A
Former Interim CFO	share units
Chris Leighton	Restricted	N/A	N/A	N/A	N/A	N/A	N/A
Interim CFO	share units

(1) RSU included in the table were vested and redeemable.

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Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type of compensation security	Number of underlying securities exercised	Exercis e price per securit y ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Cathy Zhai	Restricted	1,000,0001	N/A	March 31, 2021	0.11	0.11	110,000
CEO, President,	share units
Corporate Secretary and Director
Zaidi Harun	N/A	N/A	N/A	N/A	N/A	N/A	N/A
VP, Business Development and Director
Graham Dickson	Restricted	400,0002	N/A	September 18, 2020	0.0756	0.0756	30,240
Chairman, Director	share units
Michael John Kitney	Restricted	500,0002	N/A	September 18, 2020	0.0756	0.0756	37,800
Director	share units
Dato’ Sia Hok Kiang	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Director
Jean-Edgar de Trentinian	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Director
Luther Nip	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Former Interim CFO
Chris Leighton	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Interim CFO

(1) Ms. Zhai redeemed 1,000,000 Restricted Share Units respectively and the redemption value was calculated at $0.11 per share on redemption date of March 31, 2021.

(2) Mr. Dickson and Mr. Kitney redeemed 400,000 and 500,000 Restricted Share Units respectively and the redemption value was calculated at $0.0756 per share on redemption date of September 18, 2020.

Description of long-term incentive plans

The Monument Mining Limited long-term incentive plans (the “ LTI Plans ”) have been established to provide a greater alignment of interests between Designated Participants and shareholders of the Company, and to provide a compensation mechanism for Designated Participants that appropriately reflects the responsibility, commitment and risk accompanying their management roles. The LTI Plan is also intended to assist the Company to attract and retain Designated Participants with experience and ability, and to allow Designated Participants to participate in the success of the Company.

On December 15, 2016, the Company’s shareholders approved a long-term non-cash incentive arrangement under which a 15%, or 48,632,705 of aggregated issued and outstanding shares of Monument have been reserved under the LTI Plan, including 10% or 32,421,800 for aggregated Restricted Share Unit Plan (the “ RSU Plan ”) and 5% or 16,210,905 for Stock Option Plan.

As of June 30, 2021, 24,943,666 RSUs have been granted, 10,253,533 have been redeemed, 166,667 have been forfeited, 14,523,466 are outstanding and 7,644,801 remain available for future grant; and 4,070,499 stock options, net of forfeited Monument Mining Limited Information Circular

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have been granted and exercised to date with no stock options outstanding. 12,140,406 common shares remain available for future stock option grants.

Employment, Consulting and Management Agreements

Cathy Zhai and Zaidi Harun (the “ Two NEOs ”) provide their services to the Company pursuant to employment agreements each originally dated July 1, 2007, as subsequently amended (the “ Two NEO Employment Agreements ”). The Two NEO Employment Agreements each provide for the full-time employment of the respective NEO.

Under the terms of the Two NEO Employment Agreements, in the event of termination of employment of any of the Two NEOs without cause, or in the event of a ‘Fundamental Company Change’ (as defined in the Two NEO Employment Agreements) where an NEO decides to exercise his or her right to elect termination of his or her employment or is terminated by the Company, the applicable NEO is entitled to receive a severance payment in cash equal to the three times the NEO's annual salary at the time of termination, plus the aggregate bonuses paid in respect of the three most recently completed financial years. In addition, all unexercised stock options held by the applicable NEO shall become exercisable in full and shall remain exercisable for a period of twelve months following the date of termination; and all their entitled restricted share units shall become immediately vested and be redeemed by the Company. If a severance triggering event had occurred on June 30, 2021, the severance payments that would be payable to each of the above NEOs would be approximately as follows: (1) Cathy Zhai: $1,350,000; (1) Zhai Harun: $825,000.

Oversight and description of director and named executive officer compensation

The primary goal of the Company’s executive compensation program is to:

• a. attract and retain the qualified key executives necessary for the Company’s long-term success

• b. motivate the short term and long-term performance of those executives

• c. align the executive interests with the Company’s shareholders

The Company’s compensation strategy is focused on performance-based incentive reward package, using certain critical measurements that the management is able to influence toward the short-term and long-term objectives of the Company. The significant elements of compensation awarded to, earned by, paid or payable to the NEOs are comprised of (i) base salary; (ii) bonuses; and (iii) long term incentive awards such as stock options and restricted share unit. No compensation was paid to the NEOs for the most recently completed financial year other than base salaries.

Base salaries are recommended by the Compensation Committee after review of competitive market information on compensation levels for executives.

Cash bonuses are structured to reward business excellence and operation outperformance based on short-term objectives. To mitigate the risk that executives may focus on the short-term performance of the Company’s common shares at the expense of the Company’s long-term sustainability and performance, a long term incentive plan has been introduced by the Board since 2016 including stock options and restricted share units, representing compensation that is "at risk". The "at risk" component of the compensation program is intended to establish a direct link between executive compensation and the achievement of his or her applicable performance targets and the market performance of the Company’s common shares.

The Company’s Board of Directors determines the compensation of the directors and NEOs based on recommendations from the Compensation Committee. The Compensation Committee’s Mandate empowers the Compensation Committee to recommend to the Board executive compensation that is competitive in order to attract, hold and inspire the Company’s senior officers and other key employees on an annual basis. The Compensation Committee reviews such compensation annually at the end of each financial year. A majority of the members of the Compensation Committee are independent of management.

The assessment by the Compensation Committee is focused on the key performance indicators both for overall performance of the Company and for individual performance. The key indicators for determining the Company’s performance included improvement of property pipelines, assets, sustainable production and financial performance, which are primary factors leading to steady growth of the Company’s assets and shareholders’ value. The measurements for individuals’ performance were focused on (1) leadership, including five areas: vision, initiatives, creativity, flexibility and supervision skills; and (2) deliverables, including the team, products, communication and reporting and documentation.

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The criteria set forth for further rewards based on milestones includes, but is not limited to, (1) Completion of Selinsing Sulphide plant upgrade; (2) sustain Selinsing production and profits; (3) Increase Murchison resources; (4) place Murchison into production; and (5) Achieve Corporate transaction(s) that bring the total value up significantly.

Other compensation and perquisites are determined by the Board of Directors based on recommendations from the Compensation Committee. The Compensation Committee assesses the need for perquisites and other compensation based on the particular circumstances and duties of each NEO.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As at the end of the Company’s most recently completed financial year, the equity compensation plan under which equity securities are authorized for issuance were the RSU Plan and the Stock Option Plan, described above. The following table sets forth information regarding the RSU Plan and the Stock Option Plan:

Plan Category	Number of securities to be issued upon exercise of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	Number of securities remaining available for future issuance under equity compensation plans
	(a)	(b)	(c)
Equity compensation plans approved by securityholders:
RSU Plan	14,523,466	N/A	7,644,801
Stock Option Plan	N/A	N/A	12,140,406
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	14,523,466	N/A	19,785,207

CORPORATE GOVERNANCE

A summary of the responsibilities and activities and the membership of each of the Company’s committees is set out below.

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 – Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Company's Board currently consists of six Directors, four of whom were independent based upon the tests for independence set forth in National Instrument 52-110 – Audit Committees (" NI 52-110 "). Graham Dickson, Michael John Kitney, and Jean-Edgar de Trentinian are independent. Cathy Zhai is not independent as she is the President, CEO and Corporate Secretary of the Company. Zaidi Harun is not independent as he holds the position of Vice President, Business Development of the Company. Dato’ Sia Hok Kiang is not independent as he is the President and CEO for Malaco Mining Sdn Bhd which holds 16.9% of Monument shares.

Management Supervision by Board

The CEO and CFO report upon the operations of the Company separately to the independent Directors of the Board and at such times throughout the year as is considered necessary or advisable by the independent Directors. The independent Directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent Directors being present. The Company's auditors, legal counsel and employees may be invited to

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attend. The Audit Committee, which is composed of a majority of independent Directors, meets with the Company's auditors without management being in attendance.

The size of the Company is such that all the Company’s operations are conducted by a small management team which is also represented on the Board.

Other Reporting Issuers

The Directors hold directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
Cathy Zhai Zaidi Harun Graham Dickson Michael Kitney Dato’ Sia Hok Kiang Jean-Edgar de Trentinian	Nil Nil Nil Breaker Resources NL (ASX) Norwest Minerals Limited (ASX) Nil

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's properties, business, and industry and on the responsibilities of directors. New Board members are also provided with access to recent, publicly filed documents of the Company, management and technical experts and consultants. Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board intends to take steps to review and to promote a culture of ethical business conduct in the coming year.

Nomination of Directors

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Compensation Committee, as well as both formal and informal discussions among Board members and the President and Chief Executive Officer. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.

Board Committees

At present, the Company has an Audit Committee and a Compensation Committee. Additional committees may be established as and when the Board considers it necessary.

Audit Committee

Audit Committee Charter - See Appendix "A" hereto.

• a. Composition of the Audit Committee

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The following are the current members of the Audit Committee:

Graham Dickson	Independent1	Financiallyliterate1
Michael Kitney	Independent1	Financiallyliterate1
CathyZhai	None independent	Financiallyliterate1

• 1) As defined by NI 52-110.

• b. Relevant Education and Experience

Graham Dickson

Mr. Dickson is an experienced mining executive as well as a qualified Industrial Chemist with over 25 years of hands on management of public and private corporations across a wide range of small to medium sized operating and exploration mining companies. He has an understanding of control procedures for financial reporting and good hands-on experience of control over operation reporting. He understands financial results associated with operations and is capable to provide operational evidence in this regard when required. He has an understanding of economic evaluation of mineral properties.

Michael Kitney

Mr. Kitney holds an MSc in Mineral Economics and has held 3 non-executive director’s positions with ASX listed companies since 2006, and has experience serving on audit committees. As a Qualified Person under NI43-101 standards, he is capable to review costs estimates presented in the technical report, understands balance sheets and other corporate financial information.

Cathy Zhai

Ms. Zhai is a designated Chartered Professional Accountant (“CPA”) and holds a B.Sc. degree in Mathematics. She was former CFO for the Company and former CFO for Norset International Inc., a TSX listed high tech company.

c. Audit Committee Oversight

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

d. Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in 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.

• e. Exemption in Section 6.1 of NI 52-110

The Company is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

f. External Auditor Service Fees

The following table sets forth fees paid by the Company to the company’s auditors in each of the Company’s last two fiscal years:

	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
June 30, 2021	$115,000	Nil	$10,750	Nil
June 30, 2020	$115,000	Nil	$10,750	Nil

Audit fees are for the audit of the Company’s annual consolidated financial statements; Audit related fees are primarily for services related to technical accounting issues and review of other statutory filings; Tax fees are primarily for consultation of tax related issues; other fees are paid for other accounting services to the Company.

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Compensation Committee

Compensation Committee Charter - See Appendix "B" hereto.

The following are members of the Compensation Committee:

Michael Kitney	Independent1	Chairman
Graham Dickson	Independent1	Member
Jean-Edgar Trentinian	Independent1	Member

 As defined by NI 52-110.

The Compensation Committee has the responsibility to review and recommend for approval by the Board all remuneration of the senior management of the Company. The Compensation Committee is also responsible for identifying, evaluating and recommending nominees to the Board of Directors and its committees. In certain circumstances the Committee may retain outside consultants to conduct searches for appropriate nominees.

To determine appropriate compensation payable, the Compensation Committee reviews compensation paid to Directors and the senior management of companies of similar size and stage of development in the mining exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while taking into account the financial and other resources of the Company.

The Board recognizes that it is important to have a comprehensive compensation package in place to ensure that Board members and management executives can be motivated and compensated to continuously work hard in the best interests of the Company’s shareholders.

Diversity For the Board and Executive Officers

Effective September 20, 2021, the Company adopted a diversity policy (the “ Diversity Policy ”) which sets out the Company’s approach to achieving and maintaining diversity on the Board and in executive officer positions. At all times, the Company seeks to maintain a Board and senior management team comprised of talented and dedicated directors with a mix of experience, skills and backgrounds collectively reflecting the strategic needs of the business and the nature of the environment in which the Company operates. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board and executive officer positions, the Company will consider candidates using objective criteria having due regard to the benefits of diversity and the needs of the Company.

In accordance with the Diversity Policy, the Board will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Board will consider the level of diversity (including the representation of women, Indigenous peoples, persons with disabilities or members of visible minorities (collectively, “members of designated groups”)) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Board will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

The Board will periodically assess the effectiveness of the nomination and appointment process generally, as well as the effectiveness of the Diversity Policy.

Given the size and stage of development of the Corporation, the Company aspires to have and maintain at least one women representation on the Board and in senior management. The Board has not adopted formal targets for each of the other “designated groups” as defined in the Employment Equity Act , as the Board considers the representation of the “designated groups” in the process of selecting individual candidates.

The Company currently has one female director, representing 17% of our total directors and one female executive officer representing 33% of our total executive officers. The Company currently has three directors that are members of visible minorities, representing 50% of our total directors and two executive officer representing 67% of our total executive Monument Mining Limited Information Circular

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officers that is a visible minority. No Indigenous peoples or persons with disabilities currently serve on the Board of Directors or currently hold any executive officer positions within the Company. The Company continues to be committed to ongoing review with respect to the diversity of its directors, executive officers and members of senior management.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the Directors or executive officers of the Company, nor any person who has held such position since the beginning of the most recent completed financial period end of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of Directors.

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

There is no indebtedness of any director, executive officer, proposed nominee for election as a director or associate of them, to or guaranteed or supported by the Company or any of its subsidiaries either pursuant to an employee stock purchase program of the Company or otherwise, during the most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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 its subsidiary.

MANAGEMENT CONTRACTS

No management functions of the Company or subsidiary are performed to any substantial degree by a person other than the Directors or executive officers of the Company or subsidiary.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at 1580-1100 Melville Street, Vancouver, BC, V6E 4A6, to request copies of the Company’s financial statements and management discussion and analysis (" MD&A ").

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

SHAREHOLDER PROPOSALS

In order to be included in the Company's next annual general meeting of shareholders, shareholder proposals submitted in accordance with the requirements of the Canada Business Corporations Act must be received by the Company at its offices no later than July 29, 2022.

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APPROVAL

The contents and the sending of the Management Information Circular have been approved by the Board of Directors.

DATED THIS 27[th] DAY OF SEPTEMBER, 2021

" Graham Dickson "

Graham Dickson, Chairman

" Cathy Zhai "

Cathy Zhai, President and Chief Executive Officer

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APPENDIX A

MONUMENT MINING LIMITED MANDATE OF THE AUDIT COMMITTEE

Section I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors (the " Board ") to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary responsibilities are to:

Overseeing the process related to the company’s financial risk and internal control;

• Overseeing financial reporting; and

• Overseeing internal and external audit processes.

The Audit Committee’s primary duties are to:

• Identify and monitor the management of the principal risks that could impact the financial reporting of the company;

• Monitor the integrity of the Company’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;

• Monitor compliance with legal and regulatory requirements;

• Monitor the independence and performance of the external auditors and ensure that the right level and extent of audit examination being brought to bear with due regard to financial reporting risk by an audit team with appropriate skills and experience;

• Provide avenue of communication among the external auditors, management and the Board of Directors and ensure communication arising from audit engagement relating to financial statements are adequate and compliant with International Financial Reporting Standards.

The Audit Committee has authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the external auditors as well as anyone in the Company. The Audit Committee has the ability to retain, at the Company’s expenses, special legal, accounting, or other consultants or experts it deems necessary in the performance its duties when the issues arising from the company’s financial reporting are considered material.

Section II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the Canada Business Corporations Act and TSX Group.

The Audit Committee shall be comprised of three or more directors as determined by the Board, the majority of whom shall be outside directors who are unrelated, free from any relationship that would interfere with the exercise of his or her independent judgment. The Audit Committee is considered by the Board as Independent when its majority members are outside directors, based on the fact that the company is listed at TSX-Venture Exchange as a tier 1 company.

All members of the Committee shall be financially literate, being defined as able to read and understand basic financial statements, and at least one member of the Committee shall have accounting or related financial management expertise in public companies.

Audit Committee members shall be appointed by the Board on recommendation from the nominating process. If an audit committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.

The Audit Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and /or approve an agenda in advance of each meeting in consultation with management, other committee members and external auditors.

The Committee may meet privately in executive session annually with management, and the external auditors as a committee to discuss any matter that the Committee or each of these groups believe should be discussed candidly and without pressure.

In addition, the Committee, or at least its Chair, should communicate with management and the external auditors when necessary, quarterly to review the Company’s interim financial statements and significant findings.

Monument Mining Limited

Section III. Audit Committee Responsibilities and Duties

Review Procedures

1. Review and reassess the adequacy of this Mandate at least annually and submit the mandate to the Board of Directors for approval.

2. Review the Company’s annual audited financial statements and related documents prior to filing or distribution. Review should include discussion with management and external auditors of significant issues regarding accounting principles, practices, and significant management estimates and judgments.

3. Annually, in consultation with management external auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the external auditors and management responses.

4. Review the effectiveness of the overall process for identifying the principal risks affecting financial reporting and provide the Committee’s view to the Board of Directors.

5. Review with financial management and the external auditors the Company’s quarterly financial results and related documents prior to the release of earnings and/or the Company’s quarterly financial statements prior to filing or distribution (No review engagement required with the external auditors for quarterly financial report. However, the accounting assistance will be required from the external auditors for fairness of presentation and adequate disclosure). Discuss any significant changes to the Company’s accounting principles. The Chair of Audit Committee may represent the entire Audit Committee for purpose of this review.

External Audit

1. The external auditors are ultimately accountable to the Audit Committee and the Board of Directors, as representatives of the shareholders. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the external auditors or approve any discharge of auditors when circumstances warrant.

2. Approve the fees and other significant compensation to be paid to the external auditors.

3. On an annual basis, the Committee should review and discuss with the external auditors all significant relationships they have with the Company that could impair the auditors’ independence.

4. Review the external auditors’ audit engagement letter and audit plan – discuss and approve audit scope, staffing, locations, reliance upon management, and general audit approach. Ensure the audit plan is sufficiently detailed and covers any significant areas of concern that the Audit Committee may have.

5. Prior to release the year-end earnings, discuss the results of the audit with the external auditors. Discuss certain matters required be communicated to Audit Committee in accordance with the standards established by the International Financial Reporting Standards.

6. Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in the Company’s financial reporting.

Legal Compliance

1. On at least an annual basis, review with the Company’s legal counsel any legal matters that could have a significant impact on the organization’s statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

Other Responsibilities

1. Annually assess the effectiveness of the committee against its Mandate and report results of the assessment to the Board.

2. Prepare and disclose a summary of the Mandate to shareholders.

3. Perform other activities consistent with this mandate, the Company’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate.

4. Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.

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APPENDIX B

MONUMENT MINING LIMITED MANDATE OF THE COMPENSATION COMMITTEE

GENERAL

The Compensation Committee (the " Committee "), appointed by the Board of Directors (the " Board "), has responsibility for recommending levels of executive compensation that are competitive and motivating in order to attract, hold and inspire the CEO, CFO, other senior officers and other key employees (the " Management ") of the Company and for recommending compensation for Directors.

The Compensation Committee shall be comprised of three members, a majority of whom shall be "independent" Directors as defined in applicable securities legislation.

RESPONSIBILITIES

Subject to the powers and duties of the Board, the Board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board.

The Committee shall:

• (a) review annually the compensation for Directors who serve on the Board or its committees, considering all relevant matters including the goals of the Company, the effectiveness of the Board, each committee and each Director in achieving its mandate, time commitment of Directors, compensation provided by comparative companies and level of responsibility;

• (b) review annually the indemnification policies of the Company and D&O insurance policy, if any; (c) review and approve performance targets and corporate goals relevant to the CEO's compensation and evaluate the CEO's performance based on such goals;

• (d) review annually the salary, bonus, stock options and other benefits, direct or indirect and change of control packages for Management, considering all relevant matters including the goals of the Company and the effectiveness of Management in achieving the goals, the skill, qualifications and level of responsibility of Management, compensation provided by comparative companies and make recommendations to the Board;

• (e) administer stock option plan, employee benefit plans and other plans adopted by the Company and review and approve benefits to be granted under the plans to Management in accordance with guidelines established by the Board;

• (f) with the assistance of Management, monitor trends in compensation for directors and management, review the Company's compensation policies and plans and make recommendations to the Board;

• (g) review executive compensation disclosure, including compensation philosophy, before it is publicly disclosed; and

• (h) review disclosure of stock option plans that are submitted for shareholder approval.

The Committee shall have authority to engage outside consultants to review the Management compensation program as appropriate.

The Committee shall review and approve the Committee's Report for publication in the annual proxy circular or annual information form.

The Committee shall conduct a portion of each meeting without the presence of non-independent directors and management.

The Committee shall also have such other powers and duties as are delegated to it by the Board. Monument Mining Limited

The Committee shall conduct an annual assessment of its performance and report the results to the Board.

EFFECTIVE DATE

This Mandate was revised and implemented by the Board on September 23, 2009.

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QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITOR

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North American Toll-Free 1-877-452-7184

Outside North America: 416-304-0211 Email:

assistance@laurelhill.com

Monument Mining Limited