Nobel Resources Corp. — Proxy Solicitation & Information Statement 2021

Jan 15, 2021

NOVO19 CAPITAL CORP.

77 King St W, Suite 700, Toronto, ON M5K 1G7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting of the shareholders (the “ Meeting ”) of Novo19 Capital Corp. (the “ Corporation ”) will be held virtually on February 10, 2021 at 10:00 a.m . (Toronto time), via teleconference at (+1) 416 764 8658 or toll free at (+1) 888 886 7786, for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended September 30, 2019, the audited financial statements of the Corporation for the financial year ended September 30, 2020 and, in each case, the auditor’s report thereon;

2. to consider and, if deemed advisable, to pass with or without variation, an ordinary resolution electing the directors of the Corporation;

3. to appoint auditors of the Corporation for the ensuing year and to authorize the directors to fix the auditors’ remuneration;

4. conditional upon completion of the proposed transaction with Nobel Resources Corp. on the terms and conditions substantially set out in the Circular (the “ Nobel Transaction ”), to consider, and if thought appropriate, pass, whether with or without variation, the following:

5. a. elect the directors of the Corporation to serve from the Nobel Closing Date until the close of the next annual meeting of Shareholders of the Corporation or until their successors are elected or appointed, as more fully described in the Circular;

6. b. appoint the auditors of the Corporation from the closing of the Nobel Transaction until the remainder of the ensuing year, and authorize the directors to fix such auditors’ remuneration;

7. c. a special resolution authorizing a change of name (“ Name Change ”) of the Corporation to “Nobel Resources Corp.” or such other name as the board of directors of the Corporation may choose, acting in the best interests of the Corporation;

8. d. a special resolution authorizing a consolidation of the issued and outstanding common shares of the Corporation (the “ Consolidation ”) on the basis of a minimum two (2) and maximum (10) preconsolidation common shares for each one post-consolidation common share, or such other ratio as the board may determine, acting in the best interests of the Corporation;

9. e. a special resolution authorizing changing the address of the registered office of the Corporation (“ Change of Address ”) to 36 Lombard Street, Floor 4, Toronto, ON, M5C 2X3;

10. f. a special resolution approving and adopting certain amendments to the Corporation’s stock option plan (the “ Stock Option Plan ”), as more fully described in the Circular; and

11. to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.

The Board of Directors has fixed January 5, 2021 as the Record Date for the determination of shareholders of the Corporation entitled to notice of, and to vote at, this Annual and Special Meeting and any adjournment thereof. Accompanying this notice of meeting is the Management Information Circular.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and execute the enclosed form

of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Management Information Circular.

Dated at Toronto, Ontario this 11[th] day of January, 2021.

BY ORDER OF THE BOARD

/s/ “ David Mitchell ”

David Mitchell Director and Chief Executive Officer

NOTES:

1. Shareholders registered on the books of the Corporation at the close of business on January 5, 2021 are entitled to notice of the Meeting.

2. Shareholders registered on the books of the Corporation at the close of business on January 5, 2021 are entitled to vote at the Meeting.

3. The directors have fixed 5:00 pm on February 8, 2021, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Corporation’s transfer agent, Computershare, Attention: Proxy Department, 8[th] floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.

77 King St W, Suite 700, Toronto, ON M5K 1G7

NOVO19 CAPITAL CORP.

MANAGEMENT INFORMATION CIRCULAR For the Annual General and Special Meeting of Shareholders to be held on February 10, 2021

SOLICITATION OF PROXIES

The information contained in this management information circular (the “ Circular ”) is furnished to the holders of common shares (the “ Common Shares ”, and such shareholders, the “ Shareholders ”) of NOVO19 CAPITAL CORP. (the “ Corporation ”) in connection with the solicitation by management of the Corporation of proxies to be voted at the Annual General and Special Meeting (the “ Meeting ”) of the Shareholders to be held on February 10, 2021 at 10:00 a.m. (Toronto time), virtually via teleconference at (+1) 416 764 8658 or toll free at (+1) 888 886 7786, for the purposes set forth in the Notice of Annual General and Special Meeting of Shareholders (the “ Notice of Meeting ”) and at any adjournment thereof. Unless otherwise stated, the information provided in this Circular is provided as of January 11, 2021.

The solicitation of proxies is made on behalf of the management of the Corporation. Such solicitation will be made primarily by mail, but proxies may be solicited personally or by telephone by directors and officers of the Corporation, who will not be remunerated therefore. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and, when required, this Circular will be borne by the Corporation. The cost of the solicitation will be borne by the Corporation.

The Board of Directors (the “ Board ”) have fixed the close of business on January 5, 2021 as the record date, being the date for the determination of the registered Shareholders entitled to receive notice of, and to vote at, the Meeting (the “ Record Date ”).

APPOINTMENT OF PROXYHOLDERS

The persons named in the form of proxy are directors and/or officers of the Corporation. A Shareholder has the right to appoint, as proxyholder or alternate proxyholder, a person, persons or a company (who need not be a Shareholder) to represent such Shareholder at the meeting, other than any of the persons designated in the form of proxy, and may do so either by inserting the name of his chosen nominee in the space provided for that purpose on the form and striking out the other names on the form, or by completing another proper form of proxy.

DEPOSIT OF PROXY

An appointment of a proxyholder or alternate proxyholders, by resolution of the directors duly passed, WILL NOT BE VALID FOR THE MEETING OR ANY ADJOURNMENT THEREOF UNLESS IT IS DEPOSITED WITH THE CORPORATION’S TRANSFER AGENT, COMPUTERSHARE, ATTENTION: PROXY DEPARTMENT, 8[TH] FLOOR, 100 UNIVERSITY AVENUE, TORONTO, ONTARIO, M5J 2Y1, NOT LATER THAN 5:00 PM ON THE SECOND LAST BUSINESS DAY PRECEDING THE DAY OF THE MEETING (BEING FEBRUARY 8, 2021) OR ANY ADJOURNMENT THEREOF, or deposited with the Chairman of the Meeting or any adjournment thereof prior to the commencement thereof. A return envelope has been included with the material.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke the proxy:

• (a) by depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing:

• (i) with Computershare not later than 5:00 PM on the second last business day preceding the day of the meeting (being February 8, 2021) or any adjournment thereof;

• (ii) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used;

• (iii) with the chairman of the Meeting on the day of the Meeting or any adjournment thereof; or

• (b) in any other manner provided by law.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

EXERCISE OF DISCRETION

A Shareholder forwarding the form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the instructions, if any, of the Shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly by the proxy.

In the absence of such direction in respect of a particular matter, such shares will be voted in favour of such matter. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendments, variations or other matters which are not now known to the management of the Corporation should properly come before the Meeting, the shares represented by the proxies hereby solicited will be voted thereon in accordance with the best judgment of the person or persons voting such proxies.

All matters to be voted upon as set forth in the Notice of Meeting, except in respect of the special resolutions required to pass the name change and the share consolidation, as described herein, require approval by a simple majority of all votes cast at the Meeting. Special resolutions require the affirmative vote of not less than two-thirds of the votes cast by the Shareholders who vote in respect of such resolutions in order to be passed.

NON-REGISTERED HOLDERS

Only registered holders of Common Shares or the persons they appoint as their proxies are permitted to vote at the Meeting. Many Shareholders are “non-registered” Shareholders (“ Non-Registered Shareholders ”) because the shares they own are not registered in their names but are instead either (i) registered in the name of an intermediary (the “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (ii) in the name of a 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 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting a form of proxy, and in certain cases a copy of this Circular (collectively the “ Meeting Materials ”) to Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders of Common Shares if requested by those Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders should they request them. Intermediaries often use service companies to forward the meeting materials to Non-Registered Shareholders. A Non-Registered Shareholder who has not waived the right to receive the Meeting Materials will either be given:

• (a) a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company ,

in accordance with the directions of the Intermediary, will constitute voting instructions which the Intermediary must follow; or

• (b) a form of proxy which has already been signed by the Intermediary (typically a facsimile signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. This form of proxy does not require the Intermediary to sign when submitting the proxy. In this case the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Corporation, c/o Computershare, Attention: Proxy Department, 8[th] floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

In either case, the purpose of these procedures is to permit the Non-Registered Shareholder to direct the voting of the shares of the Corporation the Non-Registered Shareholder beneficially owns. Should a Non-Registered Shareholder wish to attend and vote at the Meeting in person, (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert his or her name in the space provided for the purpose on the voting instructions form and return it in accordance with the directions of the Intermediary.

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instructions form is to be delivered.

A Non-Registered Shareholder may revoke a form of proxy or voting instructions form given to an Intermediary by contacting the Intermediary through which the Non-Registered Shareholder’s Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure than an Intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

These securityholder materials are being sent to both registered and Non-Registered Shareholders. If you are a nonregistered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING SHARES AND PRINCIPAL HOLDERS

The Corporation is authorized to issue an unlimited number of common shares (the “ Common Shares ”) without nominal or par value. As of January 11, 2021, the Corporation has issued and outstanding 13,505,335 fully paid and non-assessable Common Shares. All of the outstanding Common Shares are entitled to be voted at the Meeting and, unless otherwise stated herein, each resolution identified in the accompanying Notice of Meeting will be an ordinary resolution requiring for its approval a majority of the votes in respect of the resolution.

The record date for the Meeting is January 5, 2021. Each holder of Common Shares is entitled to one vote for each Common Share shown as registered in such holder’s name on the list of Shareholders prepared as of the close of business on January 5, 2021 with respect to all matters to be voted on at the Meeting. However, in the event of a transfer of Common Shares by any such holder after such date, the transferee is entitled to vote those Common Shares if such transferee produces a certificate in his or her name or properly endorsed share certificates or otherwise establishes that such transferee owns the Common Shares, and requests, not later than ten days before the Meeting, that the Corporation’s transfer agent, Computershare, include the transferee’s name in the list of Shareholders entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Corporation, no person beneficially owns, directly or indirectly, or exercises control over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares of the Corporation except as follows:

Name	Number of Shares	Approximate Percentage of Total Issued
David Mitchell(1)	2,713,800	21.47%
Matthew Goldman	2,915,960	22.59%
Access Wealth Corporation	3,328,720	25.79%

Notes:

(1) Mr. Mitchell holds 101,700 common shares directly, 2,217,680 indirectly through Stillbridge Ventures Inc., and 452,000 common shares are held by his spouse, Mona Mitchell.

DESCRIPTION OF NOBEL TRANSACTION

On January 11, 2021, the Corporation entered into an amalgamation agreement (the “ Amalgamation Agreement ”) with Nobel Resources Corp. (“ Nobel ”) and 2791419 Ontario Inc. which outlines the principal terms and conditions of the Nobel Transaction. It is currently anticipated that the Corporation will acquire Nobel, by way of a threecorner amalgamation, such that the resulting issuer formed thereafter (the “ Resulting Issuer ”) will continue on with the business of Nobel (the “ Nobel Transaction ”).

Pursuant to the Nobel Transaction: (i) holders of issued and outstanding common shares of Nobel (“ Nobel Shares ”) will receive one (1) Common Share of the Corporation (post-Consolidation) for each existing Nobel Share (the “ Exchange Ratio ”) held by them; (ii) all options, warrants, debentures or other securities convertible into existing Nobel Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Common Shares on substantially similar terms and conditions; and (iii) any securities issued pursuant to a proposed private placement of existing Nobel Shares (the “ Private Placement ”) will similarly be exchanged (based on the Exchange Ratio) for securities of the Corporation. It is anticipated that, not including the Private Placement, immediately upon completion of the Nobel Transaction, existing shareholders of Nobel will hold approximately 95.24% of the Resulting Issuer (on a non-diluted basis) with the existing shareholders of the Corporation holding approximately 4.76%, based on a consolidation ratio of 6.6667 for the Novo Shares and therefore total post-closing issued and outstanding common shares of the Resulting Issuer of 42,025,699.

Shareholders of the Corporation are not required to approve the Nobel Transaction. However, the Nobel Transaction is very important to the Corporation and certain matters to be considered at the Meeting are necessary in order to prepare the Corporation to complete the Nobel Transaction. Full details regarding Nobel and the Nobel Transaction will be disclosed by the Corporation in a filing statement (the “ Filing Statement ”) to be prepared and filed under the policies of the TSX Venture Exchange (“ TSXV ”). The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Nobel Transaction. Management of the Corporation will endeavor to post the Filing statement on SEDAR as quickly as possible; however, the posting thereof will not occur until after the date of the Meeting. Shareholders are urged to review the press release s issued by the Corporation announcing the entering into of letter of intent with Nobel , and announcing the entering into of the amalgamation agreement with Nobel, and the Filing statement of the Corporation if, as and when filed on SEDAR as it will contain important disclosure regarding the Resulting Issuer and the Nobel Transaction. There can be no assurances however that the Nobel Transaction will close, or that it will be completed on the currently disclosed terms.

Subject to receipt of all approvals, the parties are seeking to close the Nobel Transaction on or around March 31, 2021. The resolutions sought to be passed by the Shareholders at the Meeting will be conditions to the completion of the Nobel Transaction. Failure to pass these resolutions could impede or prevent the completion of the Nobel Transaction.

EXECUTIVE COMPENSATION

Named Executive Officers

Pursuant to applicable securities regulations, the Corporation must disclose the compensation paid to its “ Named Executive Officers ” (or “ NEOs ”). This includes the Corporation’s Chief Executive Officer, the Corporation’s Chief Financial Officer and the other three most highly compensated executive officers provided that disclosure is not required for those executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation did not exceed $150,000 in the most recently completed financial year. The Corporation has not been active since 2015 and in the intervening years Richard Goldman served as Chief Executive Officer, Chief Financial Officer, and Secretary.

On April 15, 2019 Richard Goldman resigned from all officer positions of the Corporation, as well as his position as director. David Mitchell was appointed Chief Executive Officer, Chief Financial Officer and Secretary in his place. David Mitchell is therefore currently the only NEO of the Corporation.

COMPENSATION DISCUSSION & ANALYSIS

Compensation Discussion and Analysis

The Corporation has not been active since 2015 and has conducted no active business other than recent transactions to finance the Corporation and retire some of its debt. The NEO and Directors did not receive any compensation in the past two years. At such time as the Corporation completes the Nobel Transaction, the Corporation will evaluate its Compensation policies at such time.

Risks of Compensation Policies and Practices

There are no formal practices in place to identify and mitigate excessive risks other than through informal discussion at meetings of the Board. The Board has considered the risks of the current compensation program as set out herein and has determined that given the Corporation’s lack of business activity in recent years and having consideration to the Corporation’s unlisted status and lack of operations, the risks are not material.

Purchase of Financial Instruments

The Corporation currently does not have in place any formal policies to prevent a director or NEO from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held directly or indirectly by such director or NEO.

Option-Based Awards

Stock option grants are made on the basis of the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers of the Company and to closely align the personal interests of such persons to the interests of the Shareholders.

The recipients of incentive stock options and the terms of the stock options granted are determined from time to time by the Board. The exercise price of the stock options granted is generally determined by the market price at the time of grant.

Summary compensation –NEO and Directors

The NEO and the directors did not receive any compensation in the last two financial years. Neither the NEO nor any of the directors were granted any options-based or other awards.

INCENTIVE PLAN AWARDS

Outstanding Share and Option-Based Awards

As of September 30, 2019 there were no options or share-based awards outstanding for the NEO or any of the directors.

Incentive Plan Awards—Value Vested or Earned During the Year

During the fiscal year ended September 30, 2019 no option-based awards vested and no non-equity incentive plan compensation was outstanding or earned any value for the NEO or any of the directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The table below sets forth information as at the date of this Circular with respect to the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding convertible security	Weighted-average exercise price of outstanding convertible security	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	N/A	N/A	1,350,533
Equity compensation plans not approved by security holders	N/A	N/A	N/A

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation has no employment contracts with any NEO and therefore has no plans or arrangements in respect of any compensation received or that may be received by an NEO in the financial year ended September 30, 2019 and up to the date of this Circular in respect of compensating such director or officer in the event of termination (as a result of resignation, retirement or change of control) or in the event of change of responsibilities following a change of control.

Stock Option Plan

The Corporation maintains a stock option plan (the “ Stock Option Plan ”) for directors, officers, employees and consultants of the Corporation and its subsidiaries, which was established on August 9, 2011. The Board adopted and approved certain amendments to the Stock Option Plan in order to make the Stock Option Plan compliant with the requirements of the TSX Venture Exchange (the “ TSXV ”). See Particulars of Matters to be Acted On – Stock Option Plan Amendments .

The purpose of the Stock Option Plan is to add incentive and to provide consideration for effective services of full and part-time employees, full and part-time officers and directors of the Corporation, and persons performing special technical or other services to the Corporation and its subsidiaries. The number of Common Shares, the exercise price

per Common Share, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan, from time to time, are determined by the Board at the time of the grant, subject to the defined parameters of the Stock Option Plan.

The Stock Option Plan is administered by the Board. Participation is limited to directors, full and part-time officers, full and part-time employees and consultants providing services to the Corporation.

The Corporation’s Common Shares are not currently listed on any exchange, however the Stock Option Plan was adopted at a time when the Corporation was listed on the TSXV and therefore complied with the policies of the TSXV at that time. Amendments to the Stock Option Plan were adopted by the Board on January 11, 2021 in order to become compliant with TSXV rules again. The exercise price of any option cannot be less than the Discounted Market Price (as such term is defined in the policies of the TSXV) of the Common Shares at the time the option is granted. Market price is deemed to be the closing price as reported on the principal stock exchange or over-thecounter market on which the common shares are listed or quoted, on the last trading day immediately preceding the day upon which the option is granted. The exercise period cannot exceed five years.

The Stock Option Plan allows for the issuance of stock options on a “rolling” basis whereby up to a maximum of 10% of the issued and outstanding Common Shares may be reserved for granting under the Stock Option Plan with no vesting provisions. The maximum number of Common Shares reserved for issuance to any individual officer or director shall not exceed five per cent (5%) of the issued and outstanding Common Shares and to any technical consultant shall not exceed two percent (2%) of the issued and outstanding Common Shares, in each case subject to adjustment of such number pursuant to the provisions contained in the Stock Option Plan related to share capital readjustments.

The preceding information is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, a copy of which is available for review under the Company’s profile on SEDAR at www.sedar.com.

PENSION PLAN BENEFITS

The Corporation does not have any pension plan benefits.

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

The articles of the Corporation provide that the number directors serving on the Board may be fixed from time to time by a resolution of the Board when the Corporation is not a public company. As of the date of this Circular, the Corporation has two directors being David Mitchell and Matthew Goldman. At the Meeting, the Shareholders will be asked to re-elect David Mitchell and Matthew Goldman as director of the Corporation to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) (the “ BCCA ”), including by way of completion of the Nobel Transaction.

The following sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation, and each such nominee’s principal occupation, business or employment, the period of time during which each has been a director of the Corporation, as applicable, the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date hereof:

Name and Residence	Principal Occupation For Last Five Years	Period during which served as a director	Shares Held or Beneficially Owned(2)
David Mitchell Toronto, Ontario	President, Stillbridge Ventures Inc.	May 2019 - Present	2,713,800(1)

Name and Residence	Principal Occupation For Last Five Years	Period during which served as a director	Shares Held or Beneficially Owned(2)
Matthew Goldman Toronto, Ontario	Consultant, Lynniam Investments Ltd.	May 2019 - Present	2,915,960

Notes:

(1) Mr. Mitchell holds 101,700 common shares directly, 2,217,680 indirectly through Stillbridge Ventures Inc., and 452,000 common shares are held by his spouse, Mona Mitchell.

(2) Information as to shares beneficially owned, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective directors individually.

David Mitchell – Chief Executive Officer, Chief Financial Officer, Secretary, and Director

Mr. Mitchell founded, in 2004, and is currently the CEO of Stillbridge Ventures Inc., a corporate consulting and advisory firm to small and emerging businesses. Mr. Mitchell has over 30 years of experience in the Canadian finance industry, having been employed by a number of intermediate and boutique size investment firms in roles ranging from a floor trader to being a director and officer. Mr. Mitchell is very active in the Capital Pool Company (“CPC”) program overseen by the TSX Venture Exchange having managed underwritings of CPCs and founded and been CEO and or acted in director roles in numerous CPC’s. Mr. Mitchell is currently a director of FenixoOro Gold Corp (CSE-FENX). Mr. Mitchell has been a director of TSX-V companies in the fields of mining, healthcare, technology and alternate finance.

Matthew Goldman – Director

Mr. Goldman has 26 years of experience in capital markets in Canada. He has held investment advisory and proprietary trading positions with some of Canada’s most recognizable investment firms. Mr. Goldman, in the past, served for many years as a board member and executive of a public junior mining company. For the past 20 years, and currently, Mr. Goldman privately advises and consults in the wealth management arena.

Corporate Cease Trade Orders and Bankruptcies

Except as set out below, to the knowledge of the Corporation, no proposed director is, as at the date of this Circular, or has been, within 10 years before the date of the Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(i) was subject to a cease trade order, other similar order, or an order that denied the relevant company access to any exemption under securities legislation, and which was in effect 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 was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(ii) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The Corporation has not been active since 2015. The Corporation was subject to a cease trade order issued by the British Columbia Securities Commission on February 3, 2015 and by the Alberta Securities Commission on May 5, 2015 for failure to file its annual financial statements, interim statements, certifications, and failure to pay fees (the “ CTO ”). Both Mr. Mitchell and Mr. Goldman took their respective offices with the Corporation in May 2019 while the CTO was active. On July 19, 2019, the British Columbia Securities Commission, as principal regulator, and the Alberta Securities Commission, revoked the CTO.

Penalties or Sanctions

No director, officer, Insider or Promoter of the Corporation, or a Shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would likely be considered important to a reasonable investor in making an investment decision.

Management of the Corporation recommends that Shareholders vote in favour of the recommended directors. Shareholders can vote for all of these directors, vote for some of them and withhold for others, or withhold for all of them. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR each of the currently proposed nominees set forth above, or any replacement nominee duly put forth by Management, as directors of the Corporation.

This ordinary resolution needs to be adopted by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

APPOINTMENT AND REMUNERATION OF AUDITORS

Shareholders are requested by management to approve a resolution to:

1. re-appoint Wasserman Ramsay, Chartered Accountants (“ WR ”) as auditors of the Corporation until the next annual meeting of Shareholders unless earlier vacated or in accordance with applicable Canadian securities regulations; and

2. authorize the directors to fix their remuneration.

Management of the Corporation recommends that Shareholders vote in favor of (i) appointing WR as auditors of the Corporation, and (ii) authorizing the directors to fix their remuneration. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the resolution to (i) appoint WR, and (ii) authorize the directors to fix their remuneration.

ELECTION OF NOBEL DIRECTORS ON COMPLETION OF NOBEL TRANSACTION

It is desirable, in connection with the Nobel Transaction, to elect the directors of the Corporation to serve from the date of the closing of the Nobel Transaction (the “ Nobel Closing Date ”) until the close of the next annual meeting of Shareholders of the Corporation or until their successors are elected or appointed (the “ New Slate ”).

It is a condition to the completion of the Nobel Transaction that the New Slate, comprised of five (5) individuals, be elected effective at the Nobel Closing Date, as directors of the Resulting Issuer. At the time of the Meeting, the Nobel Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass ordinary resolutions, appointing the New Slate:

Management of the Corporation recommends that shareholders vote in favour of the recommended directors. You can vote for all of these directors, vote for some of them and withhold for others, or withhold for all of them. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of each of the currently proposed nominees set forth below, or any replacement nominee duly put forth by Management, as directors of the Corporation.

The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying enclosed form of proxy will be voted for another nominee in their discretion unless the Shareholder has specified in his or her form of proxy that his or her Common Shares are to be withheld from voting in the election of directors.

Each director elected as a New Slate director will hold office from the Nobel Closing Date until the following annual meeting of Shareholders or until their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the articles of the Corporation or the provisions of the BCCA.

New Slate

The following sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the New Slate, all positions and offices in the Corporation presently held by such nominees, the nominees’ municipality and country of residence, principal occupation at the present time and during the preceding five years, the period during which the respective nominees have served as directors, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised, as of the date hereof.

Name and Residence	Principal Occupation	Position with the Corporation and Date First Appointed to the Board	Shares Held or Beneficially Owned of the Resulting Issuer(1)	Percent of Issued and Outstanding Common Shares of the Resulting Issuer(1)
David Gower (62), (Ontario, Canada)	CEO of Emerita Resources Corp. and CEO of Nobel	N/A	2,000,000	4.76%
Lawrence Guy, (50), Ontario, Canada(2)	CEO of North 52nd Asset Management Inc.	N/A	4,000,000	9.52%
Vernon Arseneau, (66), Mendoza, Argentina	COO of Nobel	N/A	2,000,000	4.76%
Jeff Glass (58) Ontario, Canada(2)	Partner at Blake, Cassels & Graydon LLP	N/A	Nil	Nil
Michael Shuh (51) Ontario, Canada(2)	Managing Director, Investment Banking, at Canaccord Genuity	N/A	Nil	Nil

Notes:

(1) The information as to shares beneficially owned, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective directors individually, and is based on a consolidation ratio of 6.6667 for the Novo Shares and therefore total post-Nobel Transaction issued and outstanding common shares of the Resulting Issuer of 42,025,699, which does not include the Private Placement.

(2) Each will be independent of the Resulting Issuer following completion of the Nobel Transaction.

New Slate Biographical Information

David Gower, (P.Geo), CEO and Director

Mr. Gower has held Executive and Director positions with several junior and midsize mining companies for the past 12 years, including Emerita Resources Corp, and President of Brazil Potash Corp. David spent over 20 years with Falconbridge (now Glencore) as Director of Global Nickel and PGM exploration and as a member of the Senior Operating Team for mining projects and operations. He led exploration teams that made brownfield discoveries at Raglan and Sudbury, Matagami Falcondo and greenfield discoveries at Araguaia in Brazil, Kabanga in Tanzania and Amazonas, Brazil. Mr. Gower is a Director of Alamos Gold Inc.

Lawrence Guy, Director

Mr. Guy is Chief Executive Officer of North 52nd Asset Management Inc and Chair of Emerita Resources Corp. Previously, Larry was a Portfolio Manager with Aston Hill Financial Inc. Prior to Aston Hill, Mr. Guy was Chief Financial Officer and Director of Navina Asset Management Inc a company he co-founded that was subsequently acquired by Aston Hill Financial Inc. Mr. Guy has also held senior offices at Fairway Capital Management Corp and First Trust Portfolios Canada Inc. Mr. Guy holds a Bachelor of Arts degree from the Western University and is a Chartered Financial Analyst.

Vernon Arseneau, (P.Geo), COO and Director

Mr. Arseneau has over forty years of experience in exploration, project management and development, of which the last twenty-five have been in South America, principally in Peru, Chile, and Argentina. Mr. Arseneau spent 20 years working as exploration manager and senior geologist for Noranda Inc in Canada and South America. He was general manager of Noranda’s Peru office and project manager of the El Pachon porphyry Cu Mo project in Argentina. He has consulted on numerous base and precious metals projects including as Vice President Exploration for Zincore Metals Inc and was responsible for the exploration and feasibility studies of two zinc deposits and the discovery of the Dolores Cu Mo porphyry, Peru. More recently, he was COO of Royal Road Minerals Ltd exploring for gold in Colombia and Nicaragua. Vern holds a Bachelor of Science in geology.

Jeff Glass, Director

Mr. Glass is a partner at Blake, Cassels & Graydon LLP in Toronto. He advises leading investment dealers and senior issuers on public financings and securities regulatory matters. He also founded the Firm’s Investment Products & Asset Management Practice. Mr. Glass has is a member of the board of directors of the Canadian Olympic Foundation and the Fundraising and Donor Relations Committee of the Western University Board of Governors. He is also a former member of the board of directors of the Richard Ivey School of Business Alumbi Association. Mr. Glass holds H.B.A., LL.B. and B.A. from Western University.

Michael Shuh, Director

Mr. Shuh is a Managing Director, Investment Banking, at Canaccord Genuity. Mr. Shuh has over 20 years of investment banking experience and leads the Financial Institutions Group at Canaccord Genuity, Canada’s largest independent investment bank. In addition to covering traditional financial institutions, Mr. Shuh has deep expertise in structured finance and special purpose acquisition corporations (SPACs). He is also is the CEO and Chairman of Canaccord Genuity Growth II Corp, a publicly listed SPAC that raised $100MM to pursue acquisitions. Mr. Shuh received an Honours, Bachelor of Business Administration from the Lazaridis School of Business & Economics at Wilfrid Laurier University and a Masters of Business Administration from the Richard Ivey School of Business at Western University.

Corporate Cease Trade Orders or Bankruptcies

Other than as set out below, no proposed director is, or has been, within 10 years before the date of this Circular:

• (a) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days;

• (b) a director or executive officer of any 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) 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.

Penalties or Sanctions

To the knowledge of the Corporation, no proposed director has been subject:

(i) to any penalties or sanctions imposed by a court or securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(ii) to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable security holder making a decision about voting for the election of the director.

APPOINTMENT AND REMUNERATION OF AUDITORS ON COMPLETION OF NOBEL TRANSACTION

Shareholders are requested by management to approve a resolution to:

1. appoint McGovern Hurley LLP, (“ MH ”) as auditors of the Corporation, on closing of the Nobel Transaction and until the next annual meeting of Shareholders unless earlier vacated or in accordance with applicable Canadian securities regulations; and

2. authorize the directors to fix their remuneration.

Management of the Corporation recommends that Shareholders vote in favor of, on closing of the Nobel Transaction, (i) appointing MH as auditors of the Corporation, and (ii) authorizing the directors to fix their remuneration. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the resolution to, on closing of the Nobel Transaction, (i) appoint MH, and (ii) authorize the directors to fix their remuneration.

CHANGE OF NAME ON COMPLETION OF NOBEL TRANSACTION

Upon completion of the Nobel Transaction, it is intended that the business of Nobel as currently contemplated to be constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to “Nobel Resources Corp.”, or such other name as the Board, in its sole discretion, deems appropriate or as required by applicable regulatory authorities (the “ Name Change ”). Management feels that the Name Change is in the best interests of the Corporation in order to reflect the change in its business activities.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change. To be effective, the resolution in respect of the Name Change must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

The Name Change is required in order to complete the Nobel Transaction and if approved will be given effect prior to completion of the Nobel Transaction. If the holders of Common Shares do not approve the special resolution, the Nobel Transaction may not proceed. Shareholders are urged to vote in favour of this special resolution.

The complete text of the special resolution which management intends to place before the Meeting authorizing the change of the name of the Corporation is as follows:

“ RESOLVED AS A SPECIAL RESOLUTION :

• (1) the articles of the Corporation are amended to change the name of the Corporation to “Nobel Resources Corp.” or such other name as the Board of Directors, in its sole discretion, deems appropriate and the Director appointed under the Business Corporations Act (British Columbia) may permit;

• (2) any one director or officer be and is hereby authorized to send to the Director appointed under the Business Corporations Act (British Columbia) Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution and the Name Change, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

• (3) the directors may revoke this special resolution without further approval of the shareholders at any time prior to the issuance by the Director appointed under the Business Corporations Act (British Columbia) of a certificate of amendment or articles in respect of such amendment.”

• (the “ Name Change Resolution ”).

Management of the Corporation recommends that Shareholders vote in favor of the Name Change Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Name Change Resolution.

SHARE CONSOLIDATION

At the Meeting, Shareholders will be asked to consider and, if deemed advisable approve, with or without variation, a special resolution (the “ Consolidation Resolution ”) authorizing the consolidation of the issued and outstanding common shares on the basis of a minimum two (2) and maximum ten (10) pre-consolidation common shares for each one post-consolidation common share, or such other ratio as the board may determine, acting in the best interests of the Corporation. Management expects the Consolidation Ratio at closing of the Nobel Transaction to be 6.6667, which remains subject to review and approval from the TSXV.

If the Consolidation Resolution is approved and implemented, the Corporation will send letters of transmittal to shareholders which will provide instructions on how to obtain new share certificates representing the number of Common Shares to which such shareholders are entitled as a result of the Consolidation.

Fractional Interests

No fractional Common Shares will be issued in connection with the Consolidation. If as a result of the Consolidation, a shareholder would otherwise become entitled to a fraction of a post-consolidation Common Share, the number of post-consolidation Common Shares issuable to such shareholder will be rounded to the nearest whole number. For greater, each fractional Common Share remaining after the Consolidation that is less than one-half of one Common Share will be cancelled and each fractional Common Share that is at least one-half of one Common Share will be changed to one whole Common Share. In all other respects, the post-Consolidation Shares will have the same attributes as the existing Common Shares.

Effect on Share Certificates

If the Consolidation is approved by shareholders and implemented by the Board, registered shareholders will be required to exchange their share certificates representing pre-consolidation Common Shares for new share certificates representing the number of post-consolidation Common Shares to which they are entitled. Promptly after the Consolidation becomes effective, registered shareholders will be sent a letter of transmittal from the Corporation, which will contain instructions on how to surrender certificate(s) representing pre-consolidation Common Shares to the Corporation’s transfer agent, Computershare. Upon return of a properly completed letter of transmittal, together with the certificate(s) evidencing the pre-consolidation Common Shares of the Corporation, a certificate for the appropriate number of post-consolidation Common Shares will be issued at no charge. Until surrendered, each share

certificate representing pre-consolidation Common Shares will be deemed for all purposes to represent the number of post-consolidation Common Shares to which the holder is entitled as a result of the Consolidation.

Non-registered Holders holding their Common Shares through an Intermediary should note that Intermediaries may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for registered shareholders. If you hold your Common Shares with an Intermediary and you have questions in this regard, you are encouraged to contact your Intermediary.

SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Risks Associated with the Consolidation

The effect of the Consolidation upon a market price of the Common Shares cannot be predicted with any certainty. There can be no assurance that the total market capitalization of the Common Shares immediately following the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. In addition, there can be no assurance that any increase in the per-share market price of the Common Shares following the Consolidation will be sustainable or will equal or exceed the direct arithmetical result of the Consolidation. There are numerous factors and contingencies that could affect the price of the Common Shares, including the status of the market for the Common Shares at the time, if any, the Corporation’s operations and general economic, stock market and industry conditions. In addition, a decline in the market price of the Common Shares after the Consolidation may result in a greater percentage decline than would occur in the absence of the Consolidation. Furthermore, the Consolidation may lead to an increase in the number of shareholders who hold “odd lots” of shares, which are numbers of shares not easily divisible into board lots. A board lot is 100, 500, or 1,000 shares, depending on the price of the shares. As a general rule, the cost to shareholders of transferring an odd lot of shares is higher than the cost of transferring a board lot.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and approve a special resolution, in substantially the following form, in order to approve the Consolidation:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. if and when the directors of the Corporation shall deem appropriate to do so, the issued and fully paid Common Shares without par value of the Corporation (the “ Consolidated Common Shares ”) be consolidated on the basis of a minimum two (2) and maximum ten (10) preconsolidation common shares for each one (1) post-consolidation common share, or such other ratio as the board may determine in its sole discretion.

2. The directors of the Corporation, in their sole and complete discretion, are authorized and empowered to act upon this special resolution to effect the Consolidation and to determine the actual Consolidation ratio (such ratio not to exceed ten (10) pre-consolidated common shares for one (1) post-consolidation common shares);

3. Any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to this special resolution.

4. Notwithstanding that this resolution has been duly passed (and the Consolidation approved) by the shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Corporation to revoke this resolution at any time and to not proceed with the share consolidation.”

If shareholders pass the Consolidation, the Consolidation will take effect on a date to be determined by the directors of the Corporation.

Management of the Corporation recommends that shareholders vote in favor of the Consolidation Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the adoption of the Consolidation Resolution.

CHANGE OF REGISTERED OFFICE ON COMPLETION OF NOBEL TRANSACTION

Upon completion of the Nobel Transaction, the Corporation intends to change the address of its registered office to 36 Lombard Street, Floor 4, Toronto, ON, M5C 2X3, or such other address as the Board, in its sole discretion, deems appropriate (the “ Change of Registered Office ”).

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Change of Registered Office. To be effective, the resolution in respect of the Change of Registered Office must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

If approved, the Change of Registered Office will be given effect prior to completion of the Nobel Transaction. Shareholders are urged to vote in favour of this special resolution.

The complete text of the special resolution which management intends to place before the Meeting authorizing the change of the registered office of the Corporation is as follows:

“ RESOLVED as a special resolution of the Corporation that:

• (1) the articles of the Corporation are amended to change the address of the registered office of the Corporation to 36 Lombard Street, Floor 4, Toronto, ON, M5C 2X3, or such other address as the board of directors, in its sole discretion, deems appropriate and the Director appointed under the Business Corporations Act (British Columbia) may permit;

• (2) any one director or officer be and is hereby authorized to send to the Director appointed under the Business Corporations Act (British Columbia) Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution and the Name Change, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

• (3) the directors may revoke this special resolution without further approval of the shareholders at any time prior to the issuance by the Director appointed under the Business Corporations Act (British Columbia) of a certificate of amendment or articles in respect of such amendment”

• (the “ Registered Office Resolution ”).

Management of the Corporation recommends that Shareholders vote in favor of the Registered Office Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Registered Office Resolution.

STOCK OPTION PLAN AMENDMENT APPROVAL

In anticipation of the Amalgamation or otherwise such other future transaction as may be beneficial, the Board adopted on January 11, 2021 an amended stock option plan of the Corporation (the “Stock Option Plan”), a copy of which is attached to this Circular as Schedule “B”. The Corporation has in place the Stock Option Plan which provides that the board of directors may from time to time, in its discretion and in accordance with TSXV requirements, grant to directors, officers, employees and consultants of the Corporation options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the

Corporation’s issued and outstanding Common Shares at the date of being granted. It is a requirement of TSXV policies that issuers who have such “rolling plans” seek annual shareholder approval of their stock option plan. Accordingly, Shareholders will be asked to approve the amended Stock Option Plan such that the Stock Option Plan is in compliance with TSXV policy.

The amendments to the Stock Option Plan are summarized as follows:

• (a) revised all references to Parkside Resources Corp. to reflect Novo19 Capital Corp. name

• (b) added a term setting out that the Corporation and the Participant (as such term is defined in the Stock Option Plan) are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management, Company Employee, as the case may be.

• (c) added a term such that Options shall be exercisable after death only by the Participant’s legal representative for a period not to exceed one (1) year after the Participant’s death, and

• (d) removed the Share Appreciation Rights.

For a description of the Stock Option Plan, see “Executive Compensation - Stock Option Plan”.

The complete text of the ordinary resolution which management intends to place before the Meeting authorizing the amendments to the Stock Option Plan is as follows:

“ RESOLVED as an ordinary resolution of the Corporation that the Stock Option Plan of the Corporation, in the form attached to the Circular, is hereby adopted and approved;”

(the “ Stock Option Resolution ”).

Management of the Corporation recommends that Shareholders vote in favor of the Stock Option Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Stock Option Resolution.

OTHER BUSINESS

Management of the Corporation is not aware of any matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

CORPORATE GOVERNANCE PRACTICES

The Board has reviewed the Corporation’s current corporate governance practices with reference to the applicable provisions of National Instrument 58-101 and has compiled the following analysis:

CORPORATE GOVERNANCE GUIDELINE	THE CORPORATION’S PRACTICE
1. Board of Directors
(a) Disclose the identity of directors who are independent.	Matthew Goldman
(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.	David Mitchell is not considered to be an independent director by reason of his offices as Chief Executive Officer, Chief Financial Officer and Secretary.
2. Board of Directors
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	David Mitchell is a director of the following public company: � FenixOro Gold Corp. (CSE: FENX)
3. Orientation and Continuing Education

CORPORATE GOVERNANCE GUIDELINE	THE CORPORATION’S PRACTICE
Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.	Orientation includes regular Board meetings and monthly updates between the meetings. Because of the Corporation’s current status as a previously inactive reporting issuer it does not currently provide continuing education to Board members and instead provides regular updates and information concerning the Corporation’s business and strategy.
4. Ethical Business Conduct
Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.	The Corporation’s developmental stage allows the Board to effectively monitor the ethical conduct of the Corporation and ensure that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and the Exchange.
5. Nomination of Directors
Disclose what steps, if any, are taken to identify new candidates for board nomination, including:
(a) who identifies new candidates, and (b) the process of identifying new candidates.	The Board’s size and cohesion allow it to effectively perform the duties and functions of a Nominating Committee. Given the Corporation’s present stage of development, the proposed Board composition has been determined to be appropriate. A nomination committee will be created at the appropriate time.
6. Compensation
Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:
(a) who determines the compensation; and (b) the process of determining compensation.	The Corporation, while inactive, did not provide any compensation to the directors or the CEO. Going forward, the Board, as a whole, will be able to determine matters related to executive and director compensation as needed, including in relation to successfully completing the Nobel Transaction.
7. Other Board Committees
If the board has standing committees other than the audit, compensation and nominating committees, describe their function.	The Board does not presently have any standing committees other than the Audit Committee.
8. Assessments
Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees and its individual directors are performing effectively.	The Board has not adopted formal procedures for assessing its own effectiveness, or that of the Audit Committee. However, the Corporation believes that its corporate governance practices are appropriate and effective given the Corporation’s developmental stage. The Corporation’s method of corporate governance allows for the Corporation to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

AUDIT COMMITTEE

The Corporation is a “venture issuer” pursuant the definition thereof in Multilateral Instrument 52-110 (“ MI 52110 ”) and is therefore not required to comply with Part 3 of MI 52-110 with respect to composition of the Audit Committee. The audit committee of the Corporation is composed of David Mitchell and Matthew Goldman.

Independence

Multilateral Instrument 52-110 Audit Committees, (“ MI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the issuer, which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. Of the audit committee as currently constituted, only Matthew Goldman is considered independent. David Mitchell is not independent by virtue of his role as Chief Executive Officer and Chief Financial Officer.

Audit Committee Charter

The Board has adopted a charter for its Audit Committee, the text of which is set forth in Schedule “A” attached hereto.

Financial Literacy

MI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

All existing and proposed members of the Audit Committee are financially literate as such term is defined in MI 52110.

David Mitchell – Mr. Mitchell’s financial literacy comes from a wealth of expertise related to all aspects of merger and acquisition advisory services to small and emerging businesses. Mr. Mitchell has over 30 years of experience in the Canadian finance industry, having been employed by a number of intermediate and boutique size investment firms in roles ranging from a floor trader to being a director and officer.

Matthew Goldman - Mr. Goldman’s financial literacy is derived from his over 26 years of experience in capital markets in Canada. He has held investment advisory and proprietary trading positions with some of Canada’s most recognizable investment firms. Mr. Goldman, in the past, served for many years as a board member and executive of a public junior mining company. For the past 20 years, and currently, Mr. Goldman privately advises and consults in the wealth management arena.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, the audit committee of the Corporation has not made any recommendations to nominate or compensate an external auditor which were not adopted by the board of directors of the Corporation.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on:

• (a) the exemption in section 2.4 (De Minimis Non-audit Services) of MI 52-110; or

• (b) an exemption from MI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

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

Audit Fees

The following table sets forth the fees paid by the Corporation to its auditor for services rendered during the fiscal period ended September 30, 2019.

Audit fees Audit-related fees Tax fees All other fees Total	2019 2020 $5,993.52 $6,915.60 $0 $0 $0 $0 $5,023.98 $5,179.92
	$11,017.50 $12,095.52

The Corporation is a “venture issuer” as defined in MI 52-110 and is relying on the exemption in section 6.1 of MI 52110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

Report of the Audit Committee

In the performance of its oversight function, the Audit Committee reviewed and discussed the Corporation’s audited financial statements as of and for the financial year ended September 30, 2019. The audited financial statements were represented to have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”).

It is satisfied that it appropriately fulfilled its mandate to the best of its ability during and for the financial year. The financial statements and Management’s Discussion and Analysis for the year ended September 30, 2019 are being mailed to Shareholders together with this Circular and may also be reviewed on the Corporation’s SEDAR profile at www.sedar.com.

INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the common shares of the Corporation or an associate or affiliate of any of the foregoing in any transaction in the preceding financing year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. The Corporation’s annual management discussion and analysis and a copy of this Circular is available to anyone, upon request, from the Corporation c/o Chitiz Pathak LLP at 77 King Street West, TD North Tower, Suite 700, P.O. Box 118, Toronto, Ontario, M5K 1G8. All financial information in respect of the Corporation is provided in the financial statements and management discussion and analysis for the period ended September 30, 2019.

APPROVAL OF THE BOARD OF DIRECTORS

This Circular and the mailing of same to Shareholders have been approved by the Board of Directors of the Corporation.

DATED the 11[th] day of January, 2021

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “ David Mitchell ”

David Mitchell Director and Chief Executive Officer

SCHEDULE “A”

AUDIT COMMITTEE CHARTER OF

NOVO19 CAPITAL CORP. (The “Corporation”)

Primary Objective

The primary objective of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities to: (i) review financial reports and financial information provided to any regulatory authority or provided for release to the public and the Corporation’s shareholders; (ii) review the Corporation’s disclosure control systems; (iii) review the Corporation’s internal control systems with respect to finance, accounting and legal compliance; and (iv) review the Corporation’s accounting and financial reporting processes.

Composition

The Committee’s composition shall be in compliance with the stated requirements of Multilateral Instrument 52-110 “Audit Committees” and any amendments thereto.

All members of the Committee shall be financially literate and have a working familiarity with basic accounting and finance practices.

All members of the Committee shall be appointed by the Board of Directors at such time as shall be determined and shall serve until their successors are duly appointed. Any member may be removed or replaced by direction of the Board of Directors and shall in any event cease to be a member of the Committee forthwith upon such member ceasing to be a director of the Corporation. Committee members shall be entitled to such remuneration for serving on the Committee as may from time to time be determined by the Board.

Meetings

The members of the Committee so appointed shall elect from among their number a Chairman of the Committee. Such Chairman will appoint a secretary with responsibility for maintaining minutes of all meetings. The Secretary shall not be required to be a member of the Committee or a director of the Corporation and can be changed at any time upon notice from the Chairman.

The Committee shall meet as many times as it in its discretion deems necessary to discharge its responsibilities but in no event shall the Committee meet less than four (4) times per year. The time at which, and the place where, Committee meetings are held, the calling of the meetings and the procedure in respect of such meetings shall be determined by the Committee, unless provisions to the contrary are contained in the Corporation’s by-laws or other constating documents or the Board of Directors shall determine otherwise. No business may be transacted unless a quorum of the Committee is present, the majority of the members of the Committee comprising such quorum. If the number of members of the Committee is an even number, one half of the number of members plus one shall constitute a quorum.

The Committee may invite or require the attendance at any meeting of such officers and employees of the Corporation, internal and external legal counsel or such other persons as the Committee deems necessary in order for the Committee to discharge its duties and responsibilities. The external independent auditors of the Corporation should be requested and, if deemed necessary, required to attend meetings of the Committee and to make presentations to the Committee as is deemed appropriate.

The Committee shall meet not less than once annually with the Corporation’s independent auditors and without the presence of management. The Committee shall also meet with the independent auditors and management at least quarterly to review the Corporation’s financial statements, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, and any press releases related thereto.

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Notwithstanding the foregoing, and subject to the Corporation’s constating documents, governing legislation and applicable regulatory and exchange rules, the Chairman of the Committee may exercise the powers of the Committee between meetings if required. In the event the Chairman does so exercise such powers, the Chairman shall immediately report in writing to the members of the Committee the actions or decisions taken in the name of the Committee and the same shall be recorded in the minutes of the Committee.

Duties and Responsibilities

• periodically review and, as required, recommend to the Corporation’s Governance Committee any revisions or updates to this Mandate for the Governance Committee to forward to the Board of Directors for approval and implementation

• review interim quarterly financial statements and the audited annual financial statement, including related Management’s Discussion and Analysis of Financial Condition and Results of Operations, together with any press releases related thereto and make a recommendation to the Board of Directors for approval and implementation.

• discuss and review with management all financial information and earnings guidance which may be provided to the public in advance of the provision of such communication

• satisfy itself, on behalf of the Board of Directors, that all quarterly and annual financial results, and attendant Management’s Discussion and Analysis of Financial Condition and Results of Operations, present fairly the financial condition of the Corporation and are in accordance with generally accepted accounting principles

• act as an independent and objective party to monitor the Corporation’s financial reporting process and the system of internal controls, including, as required, inspection of all books and records of the Corporation and its subsidiaries, discussion of such accounts and records and the financial position of the Corporation with senior management and the auditors of the Corporation and its subsidiaries and the commissioning of such reports or supplemental information as may be required in relation to the above

• recommend to the Board of Directors the appointment, retention, termination and compensation of the Corporation’s independent auditors

• evaluate and oversee the work of the Corporation’s independent auditors, including receipt and review of all reports and recommendations

• review the independent auditor’s reports of all critical accounting policies and practices to be used, alternative treatments of financial information within generally accepted accounting principles, ramifications and use of alternative disclosures and treatments and other communications between the independent auditors and the Corporation’s management

• satisfy itself on behalf of the Board of Directors as to the ‘independence from management’ of the external auditors, within the meaning given to such term in the rules and pronouncements of the applicable regulatory authorities and professional governing bodies

• ensure the independent auditor’s rotation of the audit partner satisfies all regulatory requirements

• annually review and evaluate the performance of the Corporation’s independent auditors and the audit partner, including opinions of management, and make such recommendations to the Board of Directors as appropriate

• review the annual audit plan and such advice as may be provided with respect to management and internal controls

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• monitor the Corporation’s internal accounting controls, information gathering systems and management reporting of internal control systems

• review with management and the independent auditors the relevance and appropriateness of the Corporation’s accounting policies, recommended changes and approval thereof

• satisfy itself that the Corporation has implemented appropriate systems of internal control over financial reporting and the safeguarding of the Corporation’s assets; review “risk management” procedures, including the identification of significant risks and the establishment of appropriate procedures to manage such risks; monitor corporate performance in light of acceptable risks

• review and approve the Corporation’s communication and disclosure policies and controls and monitor compliance therewith

• review and approve the Corporation’s investment and treasury policies and monitor compliance therewith

• review the annual proposed budget prepared by the Corporation’s executive and make a recommendation to the Board of Directors for approval and implementation

• perform such other activities consistent with the Corporation’s constating documents, governing law and regulatory and exchange requirement as may be requested by the Board of Directors

SCHEDULE “B”

NOVO19 CAPITAL CORP.

Incentive Share Option Plan (Adopted, as amended, January 11, 2021)

NOVO19 CAPITAL CORP.

INCENTIVE SHARE OPTION PLAN

1. GENERAL PROVISIONS

1.1 Interpretation

• For the purposes of this Plan, the following terms shall have the following meanings: (a) “Affiliate” means a company that is one of the following:

  • (i) a Subsidiary of the Company;

  • (ii) a company to whom the Company is a subsidiary; or

  • (iii) a company that is controlled by the same person as the Company;

• (b) “Associate” has the meaning ascribed to that term under Section 1(1) of the Securities Act (British Columbia);

• (c)

• “Board” means the Board of Directors of the Company;

• (d) “Common Shares” means the Common Shares without par value of the Company as currently constituted;

• (e)

• “Company” means Novo19 Capital Corp.;

• (f) “Consultant” means, in relation to a Company, an individual or Consultant company, other than an Employee or a Director of the Company, that:

• (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a Distribution;

• (ii) provides the services under a written contract between the Company or the Affiliate and the individual or the Consultant Company;

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and

• (iv) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

• (g) “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner.

• (h) “Directors” means directors, senior officers and Management Company Employees of the Company, or directors, senior officers and Management Company Employees of the Company’s subsidiaries to whom stock options can be granted in reliance on a Prospectus exemption under applicable Securities Laws.

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• (i) “Discounted Market Price” means the Market Price less a discount which shall not exceed the amount set forth below, subject to a minimum price of $0.05;

Closing Price	Discount
Up to $0.50 $0.51 to $2.00 Above $2.00	25% 20% 15%

• (j) “Disinterested Shareholder Approval” means a majority of the votes cast at a meeting of shareholders other than votes attaching to securities beneficially owned by:

• (i) Insiders to whom shares may be issued pursuant to the Plan; and

• (ii) any Associate of persons referred to in (i);

Non-voting and subordinate voting shares are to be given full voting rights in these circumstances.

• (k) “Eligible Person” means, subject to all applicable laws, any director, officer, employee, Consultant, Consultant Company or Management Company Employee of the Company or any of its Subsidiary companies;

• (l) “Fair Market Value” means, with respect to a Common Share subject to Option, the 10-day average of the closing prices of the Company’s Common Shares on the TSX Venture Exchange or, if the Common Shares are not listed on such exchange, on such other exchange or exchanges on which the Common Shares are listed on a specific day. If no Common Shares have been traded on such day, the Fair Market Value shall be established on the same basis on the last previous day for which a trade was reported by such exchange. If the Common Shares are not listed for trading on such exchange, on such day, the Fair Market Value shall be such price per Common Share as the Board, acting in good faith, may determine.

• (m) “Insider” means:

• (i) an insider as defined under Section 1(1) of the Securities Act (British Columbia), other than a person who falls within that definition solely by virtue of being a director or senior officer of a Subsidiary of the Company, and

• (ii) an Associate as defined under Section 1(1) of the Securities Act (British Columbia) of any person who is an insider by virtue of (i) above;

• (n) “Management Company Employee” means an individual employed by a person providing management services to the Company which are required for the ongoing successful operation of the business of the Company, but excluding a person engaged in investor relations activities;

• (o) “Market Price” means the last daily closing price of the Company’s listed Common Shares before the date of grant of an Option;

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• (p) “Option” means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;

• (q) “Outstanding Issue” is determined on the basis of the number of Common Shares that are outstanding immediately prior to the share issuance or grant of the option in question, excluding Common Shares issued pursuant to Share Compensation Arrangements over the preceding one-year period;

• (r) “Participant” means Eligible Persons to whom Options have been granted;

• (s) “Plan” means this Incentive Share Option Plan of the Company;

• (t) “Share Compensation Arrangement” means any stock option, share option plan, employee share purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise;

• (u) “Subsidiary” has the meaning ascribed to that term under Section 1(1) of the Securities Act (British Columbia); and

• (v) “Termination Date” means the date on which a Participant ceases to be an Eligible Person.

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

1.2 Purpose

The purpose of the Plan is to advance the interests of the Company by (i) providing Eligible Persons with additional incentive to develop and promote the growth and success of the Company, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Company, (iv) encouraging the Eligible Person to remain with the Company or its Subsidiaries or any Associate, and (v) attracting and retaining persons of outstanding competence whose efforts will dictate, to a large extent, the future growth and success of the Company.

1.3 Administration

• (a) This Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than three directors. If a committee is appointed for this purpose, all references to the Board will be deemed to be references to the Committee.

• (b) Subject to the limitations of the Plan, the Board shall have the authority:

• (i) to grant Options to purchase Common Shares to Eligible Persons,

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• (ii) to determine the terms, limitations, restrictions and conditions respecting such grants, including, the number of Common Shares for which any Option may be granted to an Eligible Person and the exercise price at which Common Shares may be purchased under any Option to be granted to an Eligible Person,

• (iii) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable, and

• (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with section 1.7 hereof, as it may deem necessary or advisable. The Board’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Company and all other persons.

• (c) the Company and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management, Company Employee, as the case may be

1.4 Shares Reserved

• (a) Options may be granted on authorized but unissued common shares of the Company not exceeding 10% of the total number of issued and outstanding common shares of the Company from time to time on a non-diluted basis.

• (b) Subject only to paragraph 1.4(d) and paragraph 1.5(iv) below, the maximum number of Common Shares which may be reserved for issuance under Options in any 12 month period to any one individual under the Plan shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism.

• (c) Subject only to paragraph 1.4(d) and paragraph 1.5(iv) below, the maximum number of Common Shares which may be reserved for issuance under Options in any 12 month period to any one Consultant under the Plan shall be 2% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism.

• (d) As long as the Company’s Common Shares are listed on the TSX Venture Exchange, the maximum number of Common Shares which may be reserved for issuance under Options in any 12 month period to a director who is employed in an investor relations capacity or to an employee who is employed in an investor relations capacity at any time under the Plan shall be 2% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to all persons engaged in investor relations activities under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism.

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• (e) Any Common Shares subject to an Option which for any reason is cancelled or terminated without having been exercised, shall again be available for grant under the Plan. No fractional shares shall be issued. Please refer to section 1.9(d) for the manner in which a fractional share value shall be treated.

• (f) If there is a change in the outstanding Common Shares by reason of any stock dividend or any recapitalization, amalgamation, subdivision, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the relevant stock exchanges, appropriate substitution or adjustment in

• (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan, and

• (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares;

provided however, that no substitution or adjustment shall obligate the Company to issue or sell fractional shares. If the Company is reorganized, amalgamated with another corporation or consolidated, the Board shall make such provisions for the protection of the rights of Participants as the Board in its discretion deems appropriate.

1.5 Limits with respect to Insiders

Subject only to obtaining approval of the TSX Venture Exchange (and any other exchange upon which the common shares of the Company may be posted and listed for trading) and Disinterested Shareholder Approval for the grant of any Options under the circumstances described in section 1.5 of the Plan, the Company may cause:

• (i) the number of Common Shares reserved for issuance pursuant to Options granted to Insiders to exceed 10% of the Outstanding Issue;

• (ii) the issuance to Insiders, within a one-year period, of Common Shares to exceed 10% of the Outstanding Issue;

• (iii) at such time as the Company’s common shares are listed on Tier 1 of the TSX Venture Exchange, the issuance to any one Insider, within a one year period of a number of shares exceeding 5% of the Outstanding Issue; or

• (iv) a reduction in the exercise price of Options previously granted to Insiders.

Any entitlement granted prior to the Participant becoming an Insider of the Company shall be excluded in determining the number of Common Shares issuable to Insiders.

1.6 Amendment and Termination

• (a) The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required regulatory approval. No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any Participant without the consent of such Participant. If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules and

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regulations adopted by the Board and in force at the time of the Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding.

• (b) With the consent of the affected Participants, the Board may amend or modify any outstanding Option in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable, subject to the prior approval of the relevant stock exchanges.

1.7 Compliance with Legislation

The Plan, the grant and exercise of Options hereunder and the Company’s obligation to sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required. The Company shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals. No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision shall be void. In addition, the Company shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading. Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws. In addition to resale restrictions under applicable securities laws, and as long as the Company’s Common Shares are listed on the TSX Venture Exchange, all Options and Common Shares issued on the exercise of Options must be legended with a four month hold period from the date of grant. If Options are granted to any resident or citizen of the United States, the Board and the Company will use their best efforts to ensure that all matters pertaining to such Options shall be made in compliance with applicable United States securities laws.

1.8 Effective Date

The Plan shall be effective upon the approval of the Plan by:

• (a) the TSX Venture Exchange and any other exchange upon which the Common Shares of the Company may be posted and listed for trading; and

• (b) the shareholders of the Company, given by the affirmative vote of a majority of the votes attached to the Common Shares of the Company entitled to vote and represented and voted at an annual or special meeting of the holders of such Common Shares.

1.9 Miscellaneous

• (a) Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required regulatory approval.

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• (b) Nothing contained in the Plan nor in any Option granted thereunder shall be deemed to give any Participant any interest or title in or to any Common Shares of the Company or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option.

• (c) The Plan does not give any Participant or any employee of the Company or any of its Associated or Subsidiary companies the right or obligation to or to continue to serve as a director, officer or employee, as the case may be, of the Company or any of its Associated or Subsidiary companies. The awarding of Options to any Eligible Person is a matter to be determined solely in the discretion of the Board. The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in the Plan.

• (d) No fractional Common Shares shall be issued upon the exercise of Options granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Common Share upon the exercise of an Option, such Participant shall only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

2. OPTIONS

2.1 Grants

Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

2.2 Option Price

The Board shall establish the Option price at the time each Option is granted, which shall, as long as the Company’s Common Shares are listed on the TSX Venture Exchange, be not less than the Discounted Market Price. At such time as the Company’s Common Shares are listed on the TSX Exchange, the Option price shall be not less than the Fair Market Value. The Option price shall be subject to adjustment in accordance with the provisions of section 1.4(f) hereof.

2.3 Exercise of Options

• (a) Options granted must expire not later than:

• (i) as long as the Company’s Common Shares are listed on Tier 2 of the TSX Venture Exchange, a maximum of 10 years from the date of grant; or

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• (ii) at such time as the Company’s Common Shares are listed on Tier 1 of the TSX Venture Exchange or on the TSX Exchange, a maximum of 10 years from the date of grant.

• (b) the directors of the Company may, in their discretion, impose vesting provisions on Options, as may be determined at the time of each grant of Options. Notwithstanding the foregoing, as long as the Company’s Common Shares are listed on the TSX Venture Exchange, then Options granted to Participants engaged in investor relations activities must be subject to vesting provisions as required by the policies of the TSX Venture Exchange.

• (c) Options shall not be assignable or transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant’s legal representative, for a period not to exceed one (1) year after the Participant’s death.

• (d) Subject to section 2.3(a) and except as otherwise determined by the Board:

• (i) if a Participant ceases to be an Eligible Person which, for the purposes of this subsection does not include persons engaged in investor relations activities, for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable no more than 90 days after the Termination Date. Options granted to Participants engaged in investor relations activities must expire within 30 days after the Participant ceases to be employed to provide investor relations activities. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed with or without cause and regardless of whether the Participant received compensation in respect of dismissal or is entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant;

• (ii) if a Participant dies, the legal representative of the Participant may exercise the Participant’s Options within one year after the date of the Participant’s death, but only to the extent the Options were by their terms exercisable on the date of death;

• (iii) the retirement of any Participant who is a director of the Company or any Subsidiaries or Associate companies at any annual general meeting of the Company or such Subsidiaries as required by the constating documents of the Company or Subsidiaries, as the case may be, shall not result in the termination of the Option granted to such Participant provided that such Participant is re-elected at such annual general meeting as a director of the Company or such Subsidiary, as the case may be;

• (iv) the change in the duties or position of a Participant or the transfer of such Participant from a position with the Company to a position with an Subsidiary, or vice-versa, shall not trigger the termination of such

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Participant’s Option provided such Participant remains a director, officer, employee or Consultant of the Company or Subsidiary.

• (e) Each Option shall be confirmed by an Option agreement executed on behalf of the Company by any one director of the Board and by the Participant and each Option agreement shall incorporate such terms and conditions as the Board in its discretion deems consistent with the terms of the Plan.

• (f) The exercise price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft or certified cheque at the time of such exercise, in lawful money of Canada, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and nonassessable.

• (g) Subject to the terms and conditions of this Plan, an Option may be exercised by written notice signed by the Participant and dated the date of exercise, and not post-dated, stating that the Participant elects to exercise his rights to purchase Common Shares under such Option and the number of Common Shares in respect of which such Option is being exercised, accompanied by full payment for the Common Shares being purchased under such Option delivered to the Company at the principal office of the Company at the time of exercise, addressed to the attention of the President of the Company. Delivery of any notice of exercise accompanied by the payment may be made by personal delivery, by courier service or by agent.

• (h) Upon exercise of an Option, a certificate or certificates evidencing the Common Shares in respect of which the Option is exercised shall forthwith be delivered to the Optionee.

• (i) Notwithstanding the time or times specifically provided herein or in an Option agreement for the exercise of an Option, the Participant may elect to purchase all or any of the Common Shares remaining subject to such Option at any time if a “take-over bid” or an “issuer bid” occurs (within the meaning of any securities laws or other Federal, Provincial or State laws or regulations).

2.4 Representation by Optionees

Each Option agreement shall provide that upon each exercise of an Option, the Participant (including for the purposes of this section 2.5 each other person who, pursuant to subsection 2.3(d) hereof, may purchase Common Shares under an Option granted to an Eligible Person) shall, if so requested by the Company, represent and agree in writing that:

• (a) the person is, or the Participant was, a director, officer, employee or Consultant of the Company or a director, officer, employee or Consultant of any Subsidiary or Associate and has not been induced to purchase the Common Shares by expectation of employment or continued employment;

• (b) the person is purchasing the Common Shares pursuant to the exercise of such Option as principal for the Participant’s own account (or if such Participant is deceased, for the account of the estate of such deceased Participant) for investment purposes, and not with a view to the distribution or resale thereof to the public;

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• (c) the person will, prior to and upon any sale or disposition of any of the Common Shares purchased pursuant to the exercise of such Option, comply with all applicable securities laws and any other federal, provincial or state laws or regulations to the extent that such laws or regulations are applicable to such sale or disposition; and

• (d) such Participant (or such other person) will not offer, sell or deliver any of the Common Shares purchased pursuant to the exercise of such Option, directly or indirectly, in the United States or to any citizen or resident of, or any corporation, partnership or other entity created or organized in or under the laws of, the United States, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source, except in compliance with United States federal and state securities laws. The Participant acknowledges that the Company has the right to place any restriction or legend on any securities issued pursuant to this agreement or its Plan including, but in no way limited to placing a legend to the effect that the securities have not been registered under the Securities Act (1933) of the United States and may not be offered or sold in the United States unless registration or an exemption from registration is available.

The Company may employ other procedures and require further documentation from a Participant to ensure compliance with all applicable laws.

The issue and sale of Common Shares pursuant to any Option granted under the Plan is specially conditioned on such issue and sale being made in compliance with applicable securities laws, and the Company shall have no obligation to issue or sell any Common Shares pursuant to the exercise of any Option unless the Board determines in its sole discretion that such issue and sale will be made in compliance with applicable securities laws. The Company will be entitled to take such action as its deems necessary to restrict the transferability in the United States of any Common Shares acquired on exercise of any Option.

2.5 Representation by the Company

Each Option agreement related to stock option grants to an employee, Consultant or Management Company Employee shall include a representation by the Company that the Participant is a bona fide employee, Consultant or Management Company Employee of the Company or its Subsidiaries.

2.6 Notice to Commissions and Exchanges

The Company will give notice to all applicable securities commissions and other regulatory bodies in Canada and the United States and all applicable stock exchanges and other trading facilities upon which the Common Shares are listed or traded, as may be required, of its adoption of this Plan and of its entering into Option agreements with Eligible Persons and the terms and conditions for the purchase of Common Shares under such Option agreements, and will use all reasonable efforts to obtain any requisite approvals as may be required from such bodies, exchanges and trading facilities.

2.7 Tax Withholding

Notwithstanding any other provision contained herein, in connection with the exercise of an Option by a Participant from time to time, as a condition to such exercise (i) the Company shall require such Participant to pay to the Company an amount as necessary so as to ensure that

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the Company is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions (the “Applicable Withholdings and Deductions”) relating to the exercise of such Options; or (ii) in the event a Participant does not pay the amount specified in (i), the Company shall be permitted to engage a broker or other agent, at the risk and expense of the Participant, to sell an amount of underlying Common Shares issuable on the exercise of such Option and to apply the cash received on the sale of such underlying Common Shares as necessary so as to ensure that the Company is in compliance with the Applicable Withholdings and Deductions relating to the exercise of such Options. In addition, the Company shall be entitled to withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Company is in compliance with Applicable Withholdings and Deductions relating to the exercise of such Options.