NATION GOLD CORP.

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, DECEMBER 14, 2023

This information is given as of November 2, 2023 unless otherwise noted.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Nation Gold Corp. (the “ Corporation ”) for use at the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of the Corporation, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment(s) or postponement(s) thereof.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by Management. Solicitations will be made by mail and possibly supplemented by telephone, electronic or other personal contact to be made without special compensation by directors, officers and employees of the Corporation. The Corporation may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the instrument of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation. None of the directors of the Corporation have advised that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

APPOINTMENT OF PROXYHOLDER

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the proxyholder for the registered shareholder (“ Registered Shareholder ”). The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or directors or legal counsel of the Corporation (the “ Management Proxyholders ”).

A Registered Shareholder has the right to appoint a person other than a Management Proxyholder to represent the Registered Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Registered Shareholder.

VOTING BY PROXY

Common shares of the Corporation (the “ Shares ”) represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the Registered Shareholder on any ballot that may be called for, and if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a Registered Shareholder as proxyholder, such person will vote in favour of each matter identified in the Notice of Meeting and for the nominees of management for directors and auditor.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder 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. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Corporation’s registrar and transfer agent, Endeavor Trust Corporation, by mail or hand delivery to Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4, fax to 604.559.8908, email to [email protected] or by following the procedure for internet voting provided in the accompanying form of proxy, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof. Notwithstanding the foregoing, the Chairman of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so.

NON-REGISTERED HOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation 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 ”) 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 (“ CDS ”)) of which the Intermediary is a participant.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Non-Registered Holder and asks the Non-Registered Holder to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). 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 Holder who receives a voting instruction form cannot use that form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of the Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. All references to shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “NOBOs”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as “ OBOs ”.

Meeting Materials sent to NOBOs are accompanied by a request for voting instructions (a “ VIF ”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. 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 a VIF wish to attend the Meeting or have someone else attend on his/her/its behalf, the Non-Registered Holder may print his/her/its name or the name of the other person attending the Meeting in the space provided in the VIF, which will grant the Non-Registered Holder or his/her/its nominee the right to attend and vote at the Meeting. Non-Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. Management of the Corporation does not intend to pay for Intermediaries to forward the Meeting Materials and VIF to OBOs.

REVOCABILITY OF PROXY

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the Registered Shareholder or by his attorney authorized in writing

or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Corporation at Suite 910, 800 West Pender Street, Vancouver, British Columbia V6C 2V6 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) or postponement(s) thereof, or with the chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting or, if adjourned or postponed, any reconvening thereof. A revocation of proxy does not affect any matter on which a vote has been taken prior to the revocation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Corporation, no proposed nominee for election as a director of the Corporation, none of the persons who have been directors or executive officers of the Corporation since the commencement of the Corporation’s last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, save and except for the election of directors and the appointment of auditor. See “ Particulars of Matters to be Acted Upon ”.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On November 2, 2023, an aggregate of 16,329,920 Shares without par value were issued and outstanding, each Share carrying the right to one vote. At a general meeting of the shareholders of the Corporation, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each Share of which he/she/it is the holder.

Only shareholders of record on the close of business on November 2, 2023 who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the headings “Appointment of Proxyholder”, “Completion and Return of Proxy” and “Revocability of Proxy” will be entitled to have his, her or its Shares voted at the Meeting or any adjournment(s) or postponement(s) thereof.

To the knowledge of the directors and executive officers of the Corporation, no persons beneficially own, or exercises control or direction over, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding.

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

In this section, “ Named Executive Officer ” or “ NEO ” means (a) the chief executive officer (“ CEO ”), (b) the chief financial officer (“ CFO ”), (c) the most highly compensated executive officer of the Corporation, and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and (d) each individual who would be a Named Executive Officer under (c) but for the fact that the individual was not an executive officer of the Corporation and was not acting in a similar capacity, at the end of that financial year.

During the Corporation’s financial year ended April 30, 2023, the following individuals were the Named Executive Officers of the Corporation:

Mark Bailey, CEO and a director of the Corporation; and
Darren Tindale, CFO and Corporate Secretary of the Corporation.

All dollar amounts referenced herein are in Canadian dollars unless otherwise specified.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities

The following table provides a summary of compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation or a subsidiary of the Corporation to each Named Executive Officer and director of the Corporation during the financial years ended April 30, 2023 and April 30, 2022:

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of all other Compensation	Total Compensation
Mark Bailey CEO and Director	2023 2022	$Nil $Nil	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$Nil $Nil
Darren Tindale CFO and Corporate Secretary	2023 2022	$Nil $Nil	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$Nil $Nil
Gregg Sedun Director	2023 2022	$Nil $Nil	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$Nil $Nil
Carson Sedun Director	2023 2022	$Nil $Nil	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$Nil $Nil

Stock Options and Other Compensation Securities

Table of Compensation Securities

The following table discloses all compensation securities granted or issued to each director and Named Executive Officer of the Corporation or any of its subsidiaries during the financial year ended April 30, 2023. These stock options are the only compensation securities held by the directors and Named Executive Officers of the Corporation and its subsidiaries as at April 30, 2023:

Name and Position	Type of Compensa- tion Security	Number of Compensation Securities, Number of Underlying(1) Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Mark Bailey(1) CEO and Director	Stock Options	200,000 (14.28%)	April 5, 2023	$0.075	$0.06	$0.06	April 5, 2028
Darren Tindale(2) CFO and Corporate Secretary	Stock Options	200,000 (14.28%)	April 5, 2023	$0.075	$0.06	$0.06	April 5, 2028
Gregg Sedun(3) Director	Stock Options	200,000 (14.28%)	April 5, 2023	$0.075	$0.06	$0.06	April 5, 2028
Carson Sedun(4) Director	Stock Options	200,000 (14.28%)	April 5, 2023	$0.075	$0.06	$0.06	April 5, 2028

(1) Each outstanding stock option of the Corporation entitles the holder thereof to acquire, upon exercise, one Share in the capital of the Corporation.

(2) All stock options are fully vested.

Exercise of Compensation Securities by Directors and Named Executive Officers

No director or Named Executive Officer exercised any compensation securities during the financial year ended April 30, 2023.

Stock Option Plans and Other Incentive Plans

The board of directors of the Corporation (the “ Board ”) approved the adoption of a stock option plan on June 12, 2018 (the “ Plan ”) which reserves a rolling maximum of 10% of the number of Shares issued and outstanding on the applicable date of grant. On October 12, 2022, the Board approved certain revisions to the Plan (the “ Amended Plan ”) to bring the Plan in line with the current policies of the Canadian Securities Exchange (the “ Exchange ”) and to delete provisions relating to the grant of stock options to residents or citizens of the United States of America, which are not applicable to the Corporation. These amendments were made in accordance with the amendment provisions of the Plan. A summary of the Amended Plan is set out below. This summary is qualified in its entirety to the full copy of the Amended Plan which will be available for viewing at the Meeting.

The Amended Plan, provides that the committee of the Board appointed in accordance with the Amended Plan, or if no such committee is appointed, the Board itself, may from time-to-time, in its sole discretion, grant to directors, officers, employees and consultants of the Corporation, including companies wholly-owned by such individuals, nontransferable stock options (the “ Stock Options ”) to purchase up to 10% of the issued and outstanding Shares at the date of grant of such Stock Options.

The purpose of the Amended Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified officers, employees, directors and consultants of the Corporation, to incent such individuals to contribute toward the long-term goals of the Corporation, and to encourage such individuals to acquire Shares as longterm investments, it being generally recognized that share incentive plans aid in attracting, retaining and encouraging such people due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

The Board or a committee of the Board will determine the price per Share and the number of Shares which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the Stock Options, subject to the rules of the Exchange, when such Stock Options are granted. Stock Options must be exercised within 90 days of termination of employment or cessation of the option holder’s position with the Corporation, subject to the expiry date of such Stock Option and certain other provisions of the Amended Plan. The price per Share is set by the Board or a committee of the Board, provided that if the Shares are traded on an organized trading facility, the price per Share shall not be less than the closing trading price of the Shares on the last day prior to the date on which such Stock Option is granted, less the applicable discount permitted (if any) by such applicable exchange or market, subject to certain other provisions of the Amended Plan.

The Amended Plan will be administered by the Board or delegated to a committee of the directors of the Corporation, which will have full and final authority with respect to the granting of all Stock Options thereunder, subject to the policies of the Exchange. No such committee has been established.

A copy of the Amended Plan is available upon request from the Corporation and will be available for review at the Meeting.

In accordance with the policies of the Exchange, the Amended Plan is considered an “evergreen plan” and evergreen plans and all unallocated awards under evergreen plans must be approved by shareholders within three years of institution and every three years thereafter. Accordingly, the shareholders of the Corporation will be asked at the Meeting to approve the continuation of the Amended Plan and all unallocated Stock Options under the Amended Plan. See “Particulars of Matters to be Acted Upon – Ratification of the Amended Plan” for further details.

Employment, Consulting and Management Agreements

The Corporation is not currently party to any employment, consulting or management agreements for ongoing and future services with a director or Named Executive Officer or a person performing services of a similar capacity.

Oversight and Description of Director and Named Executive Officer Compensation

Directors and Named Executive Officers may be granted, from time to time, Stock Options in accordance with the Amended Plan. See “ Stock Option Plans and Other Incentive Plans ” for a summary of the terms of the Amended Plan. Given the Corporation’s size and its stage of development, the Corporation has not appointed a compensation committee at this time. Management of the Corporation conducts annual reviews of the compensation of the Corporation’s directors and executive officers and make recommendations to the Board. The Corporation currently relies solely on Board discussion without any formal objectives, criteria and analysis to determine the amount of compensation payable to directors and Named Executive Officers.

Philosophy

Compensation paid to the Named Executive Officers is based on the size and stage of development of the Corporation and reflects the need to provide incentive and compensation for the time and effort expended by the Named Executive Officers, while taking into account the financial and other resources of the Corporation, as well as increasing shareholder value.

The Corporation’s executive compensation currently consists of potential grants of Stock Options under the Amended Plan. The Board will review the compensation of Named Executive Officers and make adjustments, if appropriate, to ensure that the compensation of the Named Executive Officers is commensurate with the services they provide.

Base Salary

No base salaries were paid to the Named Executive Officers for the financial year ended April 30, 2023. The Corporation may include base salary as a principal component of executive compensation in the future to be based on the position held, the related responsibilities and functions performed by the Named Executive Officer and salary ranges for similar positions in comparable companies. Individual and corporate performance may also be taken into account in determining base salary levels for Named Executive Officers.

Option-based Awards

The Corporation believes that encouraging its directors and officers to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Amended Plan. Stock Options may be granted to directors and officers taking into account a number of factors, including, base salary and bonuses and competitive factors.

The Stock Option component of compensation provided by the Corporation is intended to advance the interests of the Corporation by encouraging the directors, officers, including Named Executive Officers, employees and consultants of the Corporation to acquire Shares, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. Grants under the Amended Plan are intended to provide long term awards linked directly to the market value performance of the Shares. The Board will review management’s recommendations for the granting of Stock Options to management, directors, officers, including Named Executive Officers, and other employees and consultants of the Corporation and its subsidiaries. Stock Options are granted according to the specific level of responsibility of the particular executive. The number of outstanding Stock Options is also considered by the Board when determining the number of Stock Options to be granted in any particular year due to the limited number of Stock Options which are available for grant under the Amended Plan.

Pension Benefits

The Corporation does not provide retirement benefits for directors or Named Executive Officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance under the Amended Plan as at the end of the Corporation’s most recently completed financial year ended April 30, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
Equity compensation plans approved by securityholders	N/A	N/A	N/A
Equity compensation plans not approved by securityholders	1,400,000	$0.075	232,992
Total	-	-	232,992

______ (1) Based on 10% of the total number of Shares outstanding as at April 30, 2023 which may be granted as Stock Options under the terms of the Amended Plan.

A summary of the material terms of the Amended Plan is set out under “ Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans ”.

INTEREST OF INFORMED PERSONS AND COMPANIES IN MATERIAL TRANSACTIONS

To the knowledge of management of the Corporation, no informed person of the Corporation or nominee for election as a director of the Corporation, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s financial year ended April 30, 2023 or in any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since May 1, 2022, the beginning of the Corporation’s last completed financial year, no current or former director, executive officer or employee of the Corporation, or of any of its subsidiaries, has been indebted to the Corporation or to any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Management functions of the Corporation or any subsidiary of the Corporation are not, to any substantial degree, performed by a person other than the directors or executive officers of the Corporation or its subsidiaries.

AUDIT COMMITTEE

Pursuant to section 224 of the BCBCA, the Corporation is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of the Corporation.

The Corporation must also, pursuant to the provisions of National Instrument 52-110 Audit Committees (“ NI 52-110 ”), have a written charter, which sets out the duties and responsibilities of its audit committee. In providing the following disclosure, the Corporation is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers.

Audit Committee’s Charter

A. PURPOSE

The overall purpose of the Audit Committee (the “ Committee ”) is to ensure that the Corporation’s management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Corporation and to review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

B. COMPOSITION, PROCEDURES AND ORGANIZATION

The Committee shall consist of at least three members of the Board, the majority of whom are “independent” as defined in NI 52-110 Audit Committees (“NI 52-110”).
All members of the Committee shall be “financially literate” as defined in NI 52-110.
The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
The Committee shall have access to such officers and employees of the Corporation and to the Corporation’s external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
Meetings of the Committee shall be conducted as follows:
(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
(c) management representatives may be invited to attend all meetings except private sessions with the external auditors.
The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. ROLES AND RESPONSIBILITIES

The overall duties and responsibilities of the Committee shall be as follows:
(a) to assist the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices and internal controls and its approval of the Corporation’s annual and interim consolidated financial statements and related financial disclosure;
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(b) to establish and maintain a direct line of communication with the Corporation’s internal and external auditors and assess their performance;
(c) to ensure that the management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

2.

The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
(a) to recommend to the Board a firm of external auditors to be engaged by the Corporation, and to verify the independence of such external auditors;
(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to the commencement of the audit;
(d) to review with the external auditors, upon completion of their audit:
- (i) contents of their report;
- (ii) scope and quality of the audit work performed;
- (iii) adequacy of the Corporation’s financial and auditing personnel;
- (iv) co-operation received from the Corporation’s personnel during the audit;
- (v) internal resources used;
- (vi) significant transactions outside of the normal business of the Company;
- (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
- (viii) the non-audit services provided by the external auditors;
(e) to discuss with the external auditors the quality and not just the acceptability of the Corporation’s accounting principles; and
(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.
The duties and responsibilities of the Committee as they relate to the Corporation’s internal auditors are to:
(a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
(b) review and approve the internal audit plan; and
(c) review significant internal audit findings and recommendations, and management’s response thereto.
The duties and responsibilities of the Committee as they relate to the internal control procedures of the Corporation are to:
(a) review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal
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auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Corporation’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
(d) periodically review the Corporation’s financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
The Committee is also charged with the responsibility to:
(a) review and approve the Corporation’s interim financial statements and related Management’s Discussion & Analysis (“MD&A”), including the impact of unusual items and changes in accounting principles and estimates;
(b) review and approve the financial sections of:
- (i) the annual report to shareholders;
- (ii) the annual information form;
- (iii) annual MD&A;
- (iv) prospectuses;
- (v) news releases discussing financial results of the Corporation; and
- (vi) other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;
(c) review regulatory filings and decisions as they relate to the Corporation’s consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Corporation’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Corporation’s consolidated financial statements;
(f) review the minutes of any audit committee meeting of subsidiary companies;
(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and
(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.
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Composition of the Audit Committee

The members of the Corporation’s Audit Committee are Carson Sedun (Chair), Gregg Sedun and Mark Bailey. As defined in NI 52-110, all members are considered to be financially literate. Carson Sedun and Gregg Sedun are independent members of the Audit Committee. Mark Bailey is not independent as he is an executive officer of the Corporation.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation.

Relevant Education and Experience

Each member of the Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare its financial statements and the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements or experience actively supervising individuals engaged in such activities; and
(c) an understanding of internal controls and procedures for financial reporting.

Carson Sedun (Chair)

Mr. Carson Sedun is financially literate and considered an independent member of the Board. Mr. Sedun holds a Bachelor of Commerce degree from McGill University, a Master of Business Administration degree (Honors with Distinction, Dean’s List) from the Schulich School of Business at York University (specializing in Global Mining Management) and a graduate certificate from the Norman Keevil Institute of Mining Engineering at the University of British Columbia. Mr. Sedun has 11 years of industry experience in capital markets-related and investment banking roles as an Associate, Investment Banking with two Canadian independent investment banks in Toronto, London (UK) and Vancouver. Mr. Sedun is currently Director of Corporate Development with Northstar Clean Technologies, where he has led and supported the financing of over $23 million in equity (including a $12 million go-public financing in 2021 and $8.5 million in strategic equity from a US-based major manufacturer in 2023) and approximately $16 million in non-dilutive capital, including senior secured project debt from BDC and government grants from the Alberta government.

Gregg Sedun

Mr. Gregg Sedun is a former securities lawyer and venture capital professional with 40 years of industry-related experience. He specialized in the practice of corporate finance and mining law for 15 years until his retirement from law in 1997. Thereafter, Mr. Sedun founded two private venture capital firms, including Global Vision Capital Corp., where he continues to carry on venture capital investing today. Mr. Sedun was one of the founding directors and/or shareholders of Diamond Fields Resources Inc., Peru Copper Inc. and Adastra Minerals Inc. Mr. Sedun has previously sat on boards of several public companies and is financially literate.

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Mark Bailey

Mr. Mark Bailey holds a Master’s degree in geology, is a registered professional geologist with over 45 years’ experience, most recently in the role of President and CEO of TSX-listed Minefinders Corporation Ltd. from 1995 to its sale in 2012. While with Minefinders, he was responsible for the discovery and development of resources totaling more than 3 million ounces of gold and 165 million ounces of silver as well as the eventual sale of the company to Pan American Silver Corp. in 2012. Prior to his tenure with Minefinders, Mr. Bailey held senior positions with Equinox Resources Inc. and Exxon Minerals. He is presently a director of Entree Gold and Northern Lion and owner of M.H. Bailey & Associates LLC, a consulting Geologist company.

In addition to each member’s general business experience, each of the Audit Committee members has the ability to read and understand financial statements and has held director and/or officer positions with other reporting issuers in the mineral exploration and mining sector where he has been actively involved in financing and fundraising activities.

Each of the Corporation’s Audit Committee members has been a director or officer of several public companies in the natural resource sector and as a director has been responsible for approving financial statements. See “ Other Directorships ” below.

Audit Committee Oversight

At no time since the commencement of the Corporation’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.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s financial year ended April 30, 2022 has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , the exemptions in Subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer) , Subsection 6.1.1(5) (Events Outside Control of Member) , Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions) .

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit fees are outlined in the following table:

outlined in the following table:
Nature of Services	Fees Billed by the Auditor During the Period Ended April 30, 2023	Fees Billed by the Auditor During the Period Ended April 30, 2022
Audit Fees(1)	$16,500	$22,846
Audit-Related Fees(2)	$Nil	$Nil
Tax Fees(3)	$1,750	$Nil
All Other Fees(4)	$Nil	$11,000
Total	$18,250	$33,846

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) “All Other Fees” include all other non-audit services.

Exemption in Section 6.1

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Part 3 ( Composition of Audit Committee ) and Part 5 ( Reporting Obligations ).

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 - Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines adopted in National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”). These guidelines are not prescriptive. Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interests of its shareholders and contribute to effective and efficient decision making. The Board is of the view that the Corporation’s general approach to corporate governance, summarized below, is appropriate and substantially consistent with the objectives reflected in NP 58-201.

Board of Directors

The Board is currently composed of four directors, Mark Bailey, Gregg Sedun, Carson Sedun and Craig Taylor. Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. The independent members of the Board at present are Gregg Sedun, Carson Sedun and Craig Taylor. The non-independent member of the Board is Mark Bailey as he is the CEO of the Corporation.

The Board facilitates its independent supervision over management by having Board meetings of the independent directors of the Corporation.

Directorships

The directors of the Corporation are also currently directors of the following other reporting issuers:

Director Mark Bailey Carson Sedun Gregg Sedun Craig Taylor	Reporting Issuer Altaley Mining Corporation Panorama Capital Corp. Northstar Clean Technologies Inc. Rex Resources Corp Samurai Capital Corp First Tidal Acquisition Corp Defense Metals Corp	Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange TSX Venture Exchange

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Orientation and Continuing Education

When new directors are appointed they receive orientation, commensurate with their previous experience, on the Corporation’s business, assets and industry and on the responsibilities of directors. Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Nomination of Directors

The Board will consider its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Compensation

Management of the Corporation will conduct an annual review of the compensation of the Corporation’s directors and executive officers and make recommendations to the Board. The Board determines compensation for the directors and executive officers.

Other Board Committees

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

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board does not consider that formal assessments would be useful at this stage of the Corporation’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual directors and the Audit Committee. As part of the assessments, the Board may review its mandate and conduct reviews of applicable corporate policies.

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

The Board currently consists of four directors. The Corporation wishes to set the number of directors at four and to elect four directors for the ensuing year. The Board proposes to nominate the persons named in the table below for election as directors of the Corporation. Each director elected will hold office until the next annual general meeting of the Corporation or until his successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Corporation or the BCBCA or he becomes disqualified to act as a director.

Pursuant to the Advance Notice Policy contained in the Articles of the Corporation adopted by the Board on May 19, 2017 and filed on SEDAR+ under the Corporation’s profile at www.sedarplus.ca, any additional director nominations for the Meeting must have been received by the Corporation in compliance with the Advance Notice Policy on or before the close of business on October 28, 2023. No additional director nominations were received by the Corporation.

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Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the persons to be nominated for election as directors, the place in which each is ordinarily resident, the positions and offices which they presently hold with the Corporation, the period of time during which each has been a director of the Corporation, their respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

Information Circular:
Name, Province or State and Country of Residence of Proposed Directors and Present Offices Held	Date Elected or Appointed a Director	Principal Occupation	Number of Shares(1)
Mark Bailey(2) Arizona, U.S.A. CEO and Director	August 7, 2020	Mr. Bailey is a mining executive and registered professional geologist with 45 years of industry experience. Owner of M.H. Bailey and Associates LLC, a consulting firm, from September 1984 to October 2020; director of Core Gold Inc., a mining exploration company, from September 2003 to March 2020; Interim Chief Executive Officer of Core Gold Inc., a mining exploration company, from March 2019 to March 2020; director of Entrée Resources Ltd., a mining exploration company, from June 2002 to June 2022; director of Northern Lion Gold Corp., a mining exploration company, from May 2003 to December 2017; director of Mason Resources Corp., a mining exploration company, from May 2017 to December 2019; director of Fiore Gold Ltd., a mining exploration company, from June 2017 to January 2022 and director of Altaley Mining Corporation/Luca mining, a mining exploration company, from May 2021 to May 2023.	500,000
Gregg Sedun(2) British Columbia, Canada Director	August 7, 2020	President and CEO of Global Vision Capital Corp., a venture capital company based in Vancouver, Canada. Prior to that, Mr. Sedun was a corporate finance and securities lawyer until his retirement from law in 1997. Former founding director of Diamond Fields Resources (sold to Vale Inco. for $4.3 billion) and Adastra Minerals Corporation (sold to First Quantum Minerals for $275 million). Current Director of Northstar Clean Technologies Inc. (TSXV:ROOF).	300,000

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Name, Province or State and Country of Residence of Proposed Directors and Present Offices Held	Date Elected or Appointed a Director	Principal Occupation	Number of Shares(1)
Carson Sedun(2) British Columbia, Canada Director	February 22, 2021	Current Director of Corporate Development at Northstar Clean Technologies since January 2021; Principal of Annapurna Advisors, a boutique corporate advisory and management consulting practice, from 2018 to present; President & CEO of Panorama Capital Corp., a capital pool company, from May 2021 to present and Director from December 2018 to present; Associate, Investment Banking with Canaccord Genuity Inc. from 2017 to 2018; and prior thereto Associate, Investment Banking with Dundee Capital Markets from 2014 to 2017.	464,000
Craig Taylor British Columbia, Canada Director	November 22, 2022	CEO of Defense Metals Corp., a mineral exploration and development company, from April 2019 to present and Director from February 12, 2018 to present.	120,000

(1) Information as to voting Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

(2) Member of the Corporation’s Audit Committee.

Shareholders can vote for all of the proposed nominees, vote for some of the proposed nominees and withhold for others, or withhold votes for all of the proposed nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Corporation.

No proposed director of the Corporation is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any corporation (including the Corporation), that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, 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.

No proposed director of the Corporation:

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

(a) 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
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

During the ten years preceding the date of this Information Circular, no proposed director has 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 that person.

B. Appointment of Auditor

The persons named in the accompanying instrument of proxy intend to vote for the appointment of Manning Elliott LLP, Chartered Professional Accountants, of 1700-1030 West Georgia Street, Vancouver, BC, V6E 2Y3 as auditor of the Corporation for the ensuing year, until the close of the next annual general meeting at a remuneration to be fixed by the directors. Manning Elliott LLP, Chartered Professional Accountants, has been the auditor of the Corporation since May 7, 2018.

C. Ratification of the Amended Plan

Under the policies of the Exchange, the Amended Plan is considered an “evergreen” plan and accordingly, the Corporation must obtain shareholder approval of the Amended Plan and all unallocated awards under the Amended Plan within three years after institution and within every three years thereafter. See “ Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans ” for a summary of the Amended Plan.

Shareholder Approval

At the Meeting, the shareholders of the Corporation will be asked to consider and vote on an ordinary resolution, with or without variation, to ratify, confirm and approve the continuation of the Amended Option Plan for a three year period ending December 14, 2026 and all unallocated awards under the Amended Plan (the “ Amended Plan Resolution ”), which Amended Plan Resolution requires approval of greater than 50% of the votes cast by the shareholders, who, being entitled to do so, vote, in person or by proxy, on the Amended Plan Resolution at the Meeting, as follows:

“RESOLVED, as an ordinary resolution, that:

the amended stock option plan of the Corporation dated effective June 12, 2018 (the “ Amended Plan ”) is ratified, confirmed and approved for continuation until December 14, 2026 and the reservation of and allowance for the issuance of up to 10% of the issued and outstanding common share capital of the Corporation (the “ Shares ”), from time to time, from treasury is hereby authorized, ratified, confirmed and approved;
the unallocated stock options under the Amended Plan are hereby approved and authorized and the Corporation will continue to have the ability to grant awards under the Amended Plan and to satisfy such awards through the issuance of Shares from the treasury of the Corporation and such approval and authorization shall be effective until December 14, 2026, being the date that is three years from the date of the meeting of shareholders of the Corporation at which shareholder approval is being sought; and
any any one director or officer of the Corporation is hereby authorized to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in such director’s opinion may be necessary to give effect to the matters contemplated by these resolutions.”
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Recommendation of the Board

The Board has determined that the continuation of the Amended Plan is in the best interests of the Corporation and the shareholders and unanimously recommends that the shareholders vote in favour of the Amended Plan Resolution. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the Amended Plan Resolution.

The Board reserves the right to amend any terms of the Amended Plan or not to proceed with the Amended Plan Resolution at any time prior to the Meeting if the Board determines that it would be in the best interests of the Corporation and the shareholders to do so in light of any subsequent event or development occurring after the date of the Information Circular.

OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Shares represented by the instrument of proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR website at www.sedar.com. Financial information relating to the Corporation is provided in the Corporation’s annual financial statements (the “ Financial Statements ”) and management’s discussion and analysis (the “ MD&A ”) for the financial year ended April 30, 2023. Shareholders may contact the Corporation to request copies of the Financial Statements and MD&A by: (i) email to [email protected]; or (ii) mail to Suite 750, 1095 West Pender Street, Vancouver, British Columbia V6E 2M6.

DATED at Vancouver, British Columbia the 2nd day of November, 2023.

BY ORDER OF THE BOARD

“Mark Bailey”

Chief Executive Officer and Director