Nord Precious Metals Mining Inc. — Proxy Solicitation & Information Statement 2020

Feb 13, 2020

CANADA COBALT WORKS INC.

3028 Quadra Court Coquitlam, BC, V3B 5X6

MANAGEMENT PROXY CIRCULAR

(Containing information as at February 6, 2020, unless indicated otherwise)

This Management Proxy Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Canada Cobalt Works Inc. ("Corporation" or "Canada Cobalt") for use at the Annual General Meeting of Shareholders of the Corporation (and any adjournment thereof) to be held on Thursday, March 12, 2020 (the "Meeting") at the time and place and for the purposes set forth in the accompanying Notice of Meeting.

Notice of the Meeting was provided to the TSX Venture Exchange (the "TSX-V") and to the securities commissions in each jurisdiction where the Corporation is a reporting issuer under applicable securities laws.

"Non-Registered Shareholders" means shareholders who do not hold common shares in their own name and "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-RegisteredShareholders.

The contents and the sending of this Information Circular have been approved by the directors of the Corporation.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Corporation. The Corporation will bear all costs of this solicitation. The Corporation has arranged for Intermediaries to forward the meeting materials to Non-Registered Shareholders of the common shares held of record by those Intermediaries and the Corporation may reimburse the Intermediaries for their reasonable fees and disbursements by them in sodoing.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy are directors and officers of the Corporation (the "Management Designees"). If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company, who need not be a shareholder, other than either of the persons designated in the proxy, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the proxy or by completing and delivering another suitable form ofproxy.

Voting by Proxyholder

The Management Designees named in the proxy will vote or withhold from voting the common shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your common shares will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election ofdirectors,
• (b) any amendment to or variation of any matter identified therein,and
• (c) any other matter that properly comes before theMeeting.

THE COMMON SHARES REPRESENTED BY THE ACCOMPANYING FORM OF PROXY WILL BE VOTED OR WITHHELD FROM VOTING AS DIRECTED BY THE SHAREHOLDER, HOWEVER, IF SUCH A DIRECTION IS NOT MADE IN RESPECT OF ANY MATTER, THIS PROXY WILL BE VOTED AS RECOMMENDED BY MANAGEMENT.

Registered Shareholders

If you are a Registered Shareholder, you may elect to submit a proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

• (a) completing, dating and signing the enclosed form of proxy and returning it to the Corporation's transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail or by hand to the 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;
• (b) using a touch-tone phone to transmit voting choices to a toll free number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy for the toll free number, the holder's account number and the proxy access number;or
• (c) using the internet through the website of the Corporation's transfer agent at www.computershare.com/ca/proxy. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number;

in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. Late proxies may be accepted or rejected by the Chairman of the Meeting in his or her discretion, however, the Chairman is under no obligation to accept or reject any particular late proxy. The Chairman of the Meeting may waive this time limit for receipt of proxies without notice.

Non-Registered Shareholders

The following information is of significant importance to shareholders who do not hold common shares in their own name. Non-Registered Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Corporation as the registered holders of common shares) or as set out in the following disclosure.

If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder's name on the records of the Corporation. Such common shares will more likely be registered under the names of intermediaries. In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Non-Registered Shareholders in advance of meetings of shareholders. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. You are encouraged to follow the instructions provided by your Intermediary to provide your voting instructions. Your Intermediary will not vote your common shares without receiving instructions from you.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the Intermediary on how to vote your common shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge mails a Voting Instruction Form ("VIF") in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation's Proxy to represent your common shares at the Meeting. You have the right to appoint a person, who need not be a Non-Registered Shareholder of the Corporation, other than any of the persons designated in the VIF, to represent your common shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative, which may be yourself, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting and the appointment of any shareholder's representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your common shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your common shares at the Meeting.

Non-Objecting and Objecting BeneficialOwners

There are two types of Non-Registered Shareholders. Non-Registered Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs" or "Non-Objecting Beneficial Owners". Non-Registered Shareholders who have objected to their Intermediary disclosing the ownership information about themselves to the Corporation are referred to as "OBOs" or "Objecting Beneficial Owners". In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has elected to send the meeting materials to the NOBOs utilizing the services of Broadridge. The Corporation does not intend to pay for Intermediaries to deliver meeting materials to OBOs and, as such, OBOs will not receive proxy-related materials unless the OBO's Intermediary assumes the delivery costs. Please return your voting instructions as specified in the VIF or form of proxy delivered to you.

Please vote in sufficient time to allow your Intermediary to provide the proxy at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

The Corporation is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the proxy related material in connection with theMeeting.

Notice to Shareholders in the UnitedStates

The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada, and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Canada Business Corporations Act (the "CBCA"), its directors and its executive officers are residents of Canada and a substantial portion of the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

A Registered Shareholder of the Corporation who has given a proxy may revoke the proxy at any time prior to use by:

(a) depositing an instrument in writing, including another completed proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an officer or attorney thereof properly authorized, with Computershare Investor Services Inc., Proxy Department, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the holding of the Meeting or any adjournment thereof, or (iii) with the chairman of the Meeting on the day of the Meeting or any adjournmentthereof;

• (b) transmitting, by telephone or electronic means, a revocation that complies with paragraphs (i), (ii) or (iii) above and that is signed by electronic signature, provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be;or
• (c) in any other manner permitted by law including attending the Meeting inperson.

A Non-Registered Shareholder who has submitted a form of proxy may revoke it 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 ofproxies.

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

Signing of Proxy

The form of proxy must be signed by the shareholder of the Corporation or the duly appointed attorney of the shareholder of the Corporation authorized in writing or, if the shareholder of the Corporation is a corporation, by a duly authorized officer of such corporation. A form of proxy signed by the person acting as attorney of the shareholder of the Corporation or in some other representative capacity, including an officer of a corporation which is a shareholder of the Corporation, should indicate the capacity in which such person is signing and should be accompanied by the appropriate instrument evidencing the qualification and authority to act of such person, unless such instrument has previously been filed with theCorporation.

A shareholder of the Corporation or his or her attorney may sign the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case maybe.

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERSTHEREOF

Record Date

In accordance with applicable laws, the Board of Directors of the Corporation has provided notice of and fixed the record date as of February 6, 2020 (the "Record Date") for the purposes of determining shareholders entitled to receive notice of, and to vote at, the Meeting, and has obtained a list of all persons who are Registered Shareholders at the close of business on the Record Date and the number of common shares registered in the name of each Registered Shareholder on that date. Each Registered Shareholder as at the close of business on the Record Date will be entitled to receive notice of the Meeting and will be entitled to one vote at the Meeting for each common share registered in his or her name as it appears on thelist.

Description of Share Capital

The Corporation is authorized to issue an unlimited number of common shares without par value. As at February 6, 2020, the Corporation had outstanding 93,075,655 fully paid and non-assessable common shares without par value, each common share carrying the right to one vote. The Corporation has no other classes of voting securities.

Ownership of Securities of the Corporation

To the knowledge of the directors and executive officers of the Corporation, no individual person or corporation beneficially owns, or controls or direct, directly or indirectly, common shares carrying 10% or more of the voting rights attached to the common shares of the Corporation.

VOTES NECESSARY TO PASSRESOLUTIONS

The Bylaws of the Corporation provide that at least two persons present in person or by proxy, being a shareholder entitled to vote thereat or a duly appointed proxy holder or representative for a shareholder so entitled and holding or represented by proxy not less than 5% percent of the outstanding common shares of the Corporation entitled to vote at the Meeting, constitutes a quorum for the Meeting in respect of holders of the common shares. If such a quorum is not present in person or by proxy, the Corporation will reschedule the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders, or who is holding a proxy on behalf of a shareholder who is not present at the Meeting, will have one vote, and on a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each common share registered in his name on the list of shareholders, which is available for inspection during normal business hours at Computershare Investor Services Inc. and will be available at the Meeting.

In order to approve a motion proposed at the Meeting a majority of greater than 50% of the votes cast will be required (an "ordinary resolution") unless the motion requires a special resolution in which case a majority of 66 2/3% of the votes cast will be required (a "special resolution"). If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF ALL RESOLUTIONS.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

For the purposes of this Circular, a "Named Executive Officer", or "NEO", means each of the following individuals:

• (a) a chief executive officer ("CEO") of theCorporation
• (b) a chief financial officer ("CFO") of theCorporation
• (c) each of the Corporation's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, less than $150,000 for the December 31, 2018 financial year;and
• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer, nor acting in a similar capacity at December 31, 2018.

Compensation, Philosophy and Objectives

The Corporation does not have a formal compensation program. However, the administration of the Corporation's compensation mechanisms is handled by the directors of the Corporation. The directors examine matters relating to the compensation of the directors and executive officers of the Corporation with respect to (i) general compensation goals and guidelines and the criteria by which bonuses and stock compensation awards are determined; (ii) amendments to any equity compensation plans adopted by the Board and changes in the number of shares reserved for issuance thereunder; and (iii) other plans that are proposed for adoption or adopted by the Corporation for the provision of compensation. The general objectives of the Corporation's compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management's interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other junior mineral exploration companies to enable the Corporation to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Corporation is under by virtue of the fact that it is a junior mineral exploration companies without a history of earnings.

The independent directors ensure that total compensation paid to all Named Executive Officers ("NEOs"), as hereinafter defined, is fair and reasonable. The directors rely on their experience as officers and directors with other companies in assessing compensation levels.

The independent directors work with an executive placement firm from time to time in recruiting and determining the compensation for the CEO, taking into consideration such factors as the market expectations for such a position with a junior exploration company and the experience and qualifications of the successful candidate.

Analysis of Elements

The principal elements of the executive officers' compensation consist of base salary and long-term incentive awards (stock options).

Base salary is used to provide the Named Executive Officers a set amount of money during the year with the expectation that each Named Executive Officer will perform his responsibilities to the best of his ability and in the best interests of the Corporation.

The Corporation considers the granting of incentive stock options to be a significant component of executive compensation as it allows the Corporation to reward each Named Executive Officer's efforts to increase value for shareholders without requiring the Corporation to use cash from its treasury. Stock options are generally awarded to executive officers at the commencement of employment and periodically thereafter. The terms and conditions of the Corporation's stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Corporation's stock option plan (the "Stock Option Plan").

Long Term Compensation and Option-Based Awards

The Corporation has no long-term incentive plans other than the Stock Option Plan. The Corporation's directors and officers and certain consultants are entitled to participate in the Stock Option Plan. The Stock Option Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and other employees. The Board believes that the Stock Option Plan aligns the interests of the NEO and the Board with shareholders by linking a component of executive compensation to the longer term performance of the Corporation's common shares.

In monitoring or adjusting option allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the NEOs and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility.

Summary Compensation Table

During the financial year ended December 31, 2018, the Corporation had two Named Executive Officers, Frank J. Basa, President and CEO of the Corporation (who was appointed on September 15, 2015) and Thomas P. Devlin, Chief Financial Officer (who was appointed on September 23, 2015). The following table sets forth all direct and indirect compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the two most recently completed financial years ending December 31, 2018:

Name andprincipalposition	Year	Salary($)	Sharebasedawards($)	Optionbasedawards($)(1)	Non-equityincentive plancompensation($)	Pensionvalue($)	All othercompensation($)	Totalcompensation($)
Frank J.	2018	$120,000	Nil	Nil	Nil	Nil	Nil	$120,000
Basa, CEO &	2017	$60,000	Nil	$120,000(4)	Nil	Nil	Nil	$180,000
President	2016	$80,000	Nil	$20,000(4)	Nil	Nil	Nil	$100,000
Thomas P.	2018	$68,348	Nil	Nil	Nil	Nil	Nil	$63,348
Devlin	2017	$34,567	Nil	$40,000	Nil	Nil	Nil	$94,567
CFO	2016	$65,750	Nil	$60,000	Nil	Nil	Nil	$75,750

(1) Deemed fair value of options granted during the fiscal year ended December 31, based on the Black-Scholes model. Indicated figure does not represent in-the-money value of options on grant date

(2) These fees are being accrued by Mineral Recovery Management Systems Corp., a company controlled by Frank Basa

(3) These fees are being accrued.

(4) These options are in the name of Mineral Recovery Management Systems Corp., a company controlled by Frank Basa

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards

The following table sets out for each Named Executive Officer, the incentive stock options (option-based awards) and share-based awards, outstanding as at the financial year ended December 31, 2018.

		Share-based Awards
Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Optionexerciseprice ($)	Option-based AwardsOptionexpiration date	Value ofunexercisedin-the-moneyoptions(1)($)	Number ofshares orunits ofshares thathave notvested(#)	Market orpayout valueof sharebasedawards thathave notvested	Market orpayout valueof vestedshare-basedawards notpaid out ordistributed($)
Frank J. Basa	200,000	$0.30	Dec. 5'22	$40,000	Nil	Nil	Nil
Thomas P. Devlin	200,000	$0.30	Dec 5'22	$40,000	Nil	Nil	Nil

Notes:

(1) The value of unexercised "in-the-money options" at the financial year-end is the difference between the option exercise price and the market value of the underlying stock on the TSXV on December 31, 2018($0.50).

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth for the Named Executive Officers, the value vested during the financial year ended on December 31, 2018, for options awarded under the Corporation's stock option plan (all option-based awards vest immediately upon date ofgrant), as well as the value earned under non-equity incentive plans for the same period.

Name	Option-based awards –	Share-based awards –	Non-equity incentive plan
	Value vested during the	Value vested during the	compensation –
	year(1)	year	Value earned during the year
	($)	($)	($)
Frank J. Basa	$Nil	Nil	Nil
Thomas P. Devlin	$Nil	Nil	Nil
Notes:(1) Value vested during the year is calculated by subtracting the market price of the Corporation's common shareson the date the option vested (being the closing price of the Corporation's shares on the TSXV on the lasttrading day prior to the vesting date) from the exercise price of the option.

Pension Plan Benefits

As at the fiscal year ended December 31, 2018, the Corporation did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans.

Termination or Change of Control Benefits

There is no compensatory plan or arrangement with respect to the NEOs resulting from the resignation, retirement or any other termination of employment or from a change of the NEO's responsibilities following a change in control.

Director Compensation

The following table shows the compensation provided to the non-executive directors of the Corporation for the fiscal year ended December 31, 2018. Please see "Summary Compensation Table" under "Statement of Executive Compensation" above for details of compensation paid by the Corporation to those directors who are also NEOs.

Name	Feesearned($)(1)	Sharebasedawards($)	Optionbasedawards($)(2)	Non-equityincentive plancompensation($)	Pensionvalue($)	All othercompensation($)(3)	Total($)
Dianne Tookenay	Nil)	Nil	Nil	Nil	Nil	Nil	Nil
Jacques F. Monette	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Robert Setter	Nil;	Nil	Nil	Nil	Nil	Nil	Nil
Annemette Jorgensen	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Note:

(1) Includes all fees awarded, earned, paid or payable in cash for services as a director, including annual retainer fees, committee, chair and meeting fees.

(2) The value of the option-based awards represents the fair value, on the date of grant, of awards under the Option Plan. The grant date fair value has been calculated using the Black Scholes Option Pricing Model and reflects assumptions for risk-free interest rate, expected life, volatility and dividend yield.

(3) Includes all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly

(4) These fees are being accrued

There are no arrangements under which directors of the Corporation who were not NEOs were compensated by the Corporation or its subsidiaries during the Corporation's most recently completed fiscal year-end for their services in their capacity as directors or consultants of the Corporation.

Outstanding Share-Based & Option-Based Awards

The following table sets forth share-based and option-based awards outstanding to the directors of the Corporation who were not NEOs for the fiscal year ended December 31, 2018. The closing price of the Corporation's shares on the Exchange on December 31, 2018 was $0.50. The value of the unexercised, in the money options is based on the difference between the market price on December 31, 2018 and the exercise price of theoptions.

	Option-based Awards				Share-based Awards
Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Optionexerciseprice($)	Optionexpiration date	Value ofunexercisedin-the-moneyoptions(1)($)	Number ofshares orunits ofshares thathave notvested(#)	Market orpayoutvalue ofshare-basedawards thathave notvested($)	Market orpayoutvalue ofvestedsharebasedawards notpaid out or
Dianne Tookenay	200,000200,000	$0.05$0.30	Apr 13/21Dec 5/22	$90,000$40,000	NilNil	NilNil	diibdNilNil
Jacques F. Monette	200,000	$0.30	Dec 5/22	$40,000	Nil	Nil	Nil
Robert Setter	110,000200,000	$0.05$0.30	Apr 13/21Dec 5/22	$49,500$40,000	NilNil	NilNil	NilNil
Annemette Jorgenson	175,000100,000	$0.05$0.30	Apr 13/21Dec 5/22	$78,750$20,000	NilNil	NilNil	NilNil

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATIONPLANS

The only equity compensation plan which the Corporation has in place is its Share Option Plan (the "Option Plan") which was previously approved by shareholders of the Corporation on February 26, 2019. The Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Corporation and, thereby, encourage their continuing association with the Corporation. The Plan is administered by the directors of the Corporation. The Plan provides that options will be issued to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. The Plan provides that the number of common shares issuable under the Plan, together with all of the Corporation's other previously established or proposed share compensation agreements, may not exceed 10% of the total number of issued and outstanding common shares at the date of grant. All current options expire on a date not later than ten years after the issuance of suchoption.

	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected in column
Plan Category	(a)	(b)	(c)
Equity compensation plans approved bysecurityholders	7,085,000	0.23	248,098
Equity compensation plans not approved bysecurityholders	N/A	N/A	N/A
Total	7,085,000	$.23	248,098

The following table provides information regarding compensation plans under which securities of the Corporation are authorized for issuance in effect as at the financial year ended December 31, 2018.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers or employees of the Corporation or persons who were directors, executive officers or employees of the Corporation at any time during the Corporation's last completed financial year, nor any proposed nominees for election as a director of the Corporation and no associate or affiliate of such persons are or have been indebted to the Corporation (or its subsidiaries) at any time since during the last completed financial year ending December 31, 2018, nor as at the date of this Information Circular. Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An "informed person" means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of itssecurities.

To the knowledge of management of the Corporation, no informed person or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries during the year ended December 31, 2018, or has any interest in any material transaction in the current year other than as set out herein or disclosedbelow:

MANAGEMENT CONTRACT

There are no management functions of the Corporation which are to any substantial degree performed by a person or company other than the directors or senior officers of the Corporation.

CORPORATE GOVERNANCEDISCLOSURE

Corporate governance relates to activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day- to- day management of the Corporation. The Board of Directors is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making. National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") requires that each reporting company disclose its corporate governance practices on an annual basis. The Corporation's general approach to corporate governance is summarized below.

The Board of Directors

The board of directors is currently composed of five directors. namely: Frank J. Basa, Dianne Tookenay, Jacques F. Monette, Robert Setter and Marc Bamber.

The Board is specifically responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for all material contracts, business transactions and all debt and equity financing proposals. The Board also takes responsibility for identifying the principal risks of the Corporation's business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. In keeping with its overall responsibility for the stewardship of the Corporation, the Board is responsible for the integrity of the Corporation's internal control and management information systems and for the Corporation's policies respecting corporate disclosure and communications.

The Board delegates to management, through the Chief Executive Officer and Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporation's business in the ordinary course, managing the Corporation's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Independence

Section 1.4 of National Instrument 52-110 – Audit Committees ("NI 52-110") sets out the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of a director's independent judgment. NI 52- 110 also sets out certain situations where a director will automatically be considered to have a material relationship to the Corporation.

Applying the definition set out in section 1.4 of NI 52-110, two of the three members of the Board of Directors are independent. .Jacques Monette, Dianne Tookenay and Robert Setter were deemed to be independent. Frank Basa, President and CEO of the Corporation is not independent due to the fact that he is an officer of the Corporation. Marc Bamber is not independent due to the fact of the compensation paid to him by the Corporation.

Directorships

As at the date hereof, the following Directors which include the proposed directors are also directors of other reporting issuers as set out below:

Name of Director	Names of Other Reporting Issuersof which the Director is a Director orOfficer
Frank J. Basa	Granada Gold Mine Inc.
Jacques F. Monette	Granada Gold Mine Inc.Fletcher Nickel Inc.Excel Gold Mining Inc.Colibri Resource Corporation
Robert Setter	Granada Gold Mine
Dianne Tookenay	Granada Gold Mine Inc.
Marc Bamber	Goldex Resources Corp.

Orientation and Continuing Education

The Corporation has not adopted a formalized process of orientation for new members of the Board of Directors. Orientation of new directors is conducted on an ad hoc basis.

Directors are kept informed as to matters impacting, or which may impact, the Corporation's operations through reports and presentations at meetings of the Board of Directors. Directors are also provided the opportunity to meet with senior management and other employees and advisors, who can answer any questions that may arise.

Expectations of Management and Ethical Business Conduct

The Board expects management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation's business plan and to meet performance goals and objectives. The Corporation has in place a written Code of Business Conduct and Ethics.

Nominations and Assessment

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the individual board members, including both formal and informal discussions among Board members and the President. The current and proposed size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing current directors. Proposed directors' credentials are reviewed in advance of a Board Meeting with one or more members of the Board prior to the proposed director's nomination.

The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Corporation's size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis.

New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Corporation's size and current level of operations.

The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing businesses. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management's assistance. Board members have full access to the Corporation's records. Reference is made to the table under the heading "Election of Directors" for a description of the current principal occupations of the members of the Corporation's Board.

Board Committees

The Corporation currently has one standing committee – the audit committee.

Audit Committee

National Instrument 52-110 – Audit Committees (NI 52-110) requires the Corporation, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee (the "Audit Committee") and its relationship with its independent auditors, as set forth in the following:

Composition of The Audit Committee

The Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee. At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Corporation's Charter, the definition of "financially literate" is 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 presumably be expected to be raised by the Corporation's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

The Corporation's audit committee is currently comprised of Frank J. Basa, Jacques F. Monette and Robert Setter. All members are directors of the Corporation. Frank Basa is not deemed to be "independent", as defined in NI 52-110, as he is also an officer of the Corporation. Jacques F. Monette and Robert Setter are deemed to be independent. All members of the Audit Committee are "financially literate" as that term is defined in NI 52- 110.

The Audit Committee's Charter

The Corporation adopted a charter (the "Charter") of the Audit Committee on November 10, 2015, a copy of which may be viewed through SEDAR at www.sedar.com and forms part of the Management Information Circular datedNovember 10, 2015. Upon request, a copy of the Charter will promptly be provided free of charge to shareholders of the Corporation.

Relevant Education and Experience

Frank J. Basa, Chairman, President, CEO andDirector

Mr. Basa has over 29 years global experience in gold mining and development as a professional hydrometallurgical engineer with a focus in milling, gravity concentration, flotation, leaching and refining of precious and base metals. He graduated from McGill University with a B.A. in Engineering in 1983 and has been a member of the Professional Engineers of Ontario since 1987. He is President of Grupo Moje Limited and Mineral Recovery Management Systems Corp. He has served as Chairman, President and Chief Executive Officer of Granada Gold Mine Inc. (TSXV: GGM) since June of 2004.

Jacques F. Monette, Director

Mr. Monette has extensive experience as a career miner who has been engaged in every facet of underground mining for more than 40 years. His previous positions included Shaft Project Coordinator with Cementation Canada Inc., Vice President of Operations/Mining Division for Wabi Development Corp., Vice President of Development for CMAC Mining Group, Operations Manager for Moran Mining and Tunneling, as well as Area Manager for J.S. Redpath Group. Mr. Monette has served as a director of Granada Gold Mine Inc. since July, 2008.

Robert Setter, Director

Mr. Setter is the former Senior Financial Editor for Report on Mining, a former public company Director and consultant for publicly traded resource companies since 2010. He holds a degree in Economics from UBC and Mr. Setter brings two decades of business and marketing experience to the Corporation. Mr. Setter has served as a director of Granada Gold Mine Inc. since April, 2018.

Audit CommitteeOversight

The Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements and the annual report of the Corporation. The quarterly financial statements of the Corporation are reviewed and approved by the Audit Committee. In addition, the Audit Committee is charged with the responsibility of monitoring the integrity of the Corporation's internal controls and management information systems. For the purposes of performing these duties, the members of the Audit Committee have the right, at all times, to inspect all of the books and financial records of the Corporation and to discuss with management and the auditors of the Corporation any accounts, records and matters relating to the financial statements of the Corporation.

Since the commencement of the Corporation's most recently completed fiscal year ended December 31, 2018, the Corporation's Board of Directors has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

The Corporation is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Corporation, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Audit Fees

The Audit Committee must pre-approve any engagement of the external auditors for any non-audit services to the Corporation in accordance with applicable law and policies and procedures to be approved by the Board of Directors. The engagement of non-audit services will be considered by the Corporation's Board of Directors on a case-by-case basis.

In the following table, "audit fees" are fees billed by the Corporation's external auditors for services provided in auditing the Corporation's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements. "Tax fees" are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditors for products and services not included in the foregoing categories.

The fees paid by the Corporation to its auditors for each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2018	$24,000	N/A	$4,000	N/A
December 31, 2017	$18,000	N/A	N/A	N/A

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

At the Meeting, the Chairman of the Meeting will present to shareholders the financial statements of the Corporation for the year ended December 31, 2018, and the auditors' reportthereon.

2. Appointment of Auditors

McGovern, Hurley, Cunningham LLP, Chartered Accountants, of 2005 Sheppard Ave. E., Suite 300, Toronto, Ontario M2J 5B4 were appointed auditors of the Corporation on December 18, 2015. Prior to their appointment Ernst & Young LLP, Chartered Accountants, of Ernst & Young Tower, 222 Bay Street, PO Box 251, Toronto, Ontario, M5K 1J7, served as the Corporation's auditors since April 1, 2014. Prior to that date, MNP LLP (formerly called MSCM LLP) of 8th Floor, 701 Evans Avenue, Toronto, Ontario M9C 1A3 had served as the Corporation's auditors since April 6, 2009.

Management proposes that McGovern, Hurley, Cunningham, Chartered Accountants, be appointed auditors of the Corporation for the ensuing year, until the close of the next annual general meeting of the shareholders, at a remuneration to be fixed by thedirectors.

Unless otherwise directed by the Shareholders appointing them proxy, the persons named in the enclosed Instrument of Proxy intend to vote at the Meeting to approve this ordinary resolution.

3. Set Number of Directors

The board of directors of the Corporation presently consists of five (5) directors. The term of office of each of the present directors expires at the Meeting. Shareholders will be asked at the Meeting to approve an ordinary resolution that the number of directors elected be set at three for the ensuing year, subject to such increase as may be permitted by the by-laws of the Corporation and the provisions of the CBCA. In the absence of instructions to the contrary, the enclosed proxy will be voted in favour of setting the number of directors at five.

4. Election of Directors

Management is nominating the individuals identified below for election as directors of the Corporation for the ensuing year. The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote for the election of the nominees listed below to the Corporation's Board of Directors. No management nominee is to be elected under any arrangement or understanding between the management nominee and any other person or company, exceptthe directors and executive officers ofthe Corporation acting solely in such capacity. Each director elected will hold office until the close of the next annual general meeting, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the CBCA and the By-Laws of the Corporation.

Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

The persons named in the Proxy intend to vote IN FAVOUR of the election of the nominees whose names are listed in the following table, unless the shareholder signatory of the proxy has indicated his will to withhold from voting regarding the election of directors.

Name, Province or State andCountry of Residence, andCurrent Position with theCorporation	Occupation, Business or Employment(1)	Director ofCorporation Since	SharesBeneficiallyOwned, Directlyor Indirectly, orOver WhichControl orDirection isExercised(2)
Frank J. Basa(3)Ontario, CanadaPresident, CEO & Director	Chairman, President and Chief ExecutiveOfficer of Granada Gold Mine Inc. sinceJune, 2004; President, Grupo Moje Ltd.and Mineral Recovery ManagementSystems Corp.; President & CEO of the	Sept. 15 2015	2,236,044
Jacques F. Monette(3)New Brunswick, CanadaDirector	CSb15 2015Director, Granada Gold Mine Inc., July2008 to present; Shaft ProjectCoordinator, J.S. Redpath Group, 2012 topresent; VP Marketing, LanddrillInternational Inc., 2009 to 2012;	Sept. 15 2015	200,000
Dianne TookenayOntario, CanadaDirector	Director of Granada Gold Mine sinceApril 27'18; Mineral DevelopmentAdvisor, Wabun Tribal Council,September 2012 to May 2014; ImpactBenefit Agreement Coordinator,Matachewan First Nation, June 2011 toOctober 2011; Consultation andAccommodation Coordinator, Gull Bay	June 15, 2015	0
Robert SetterBritish Columbia, CanadaDirector	bbSelf-employed writer and consultantsince 2011; director of Granada GoldMine since April 27, 2018; SeniorFinancial Editor, Fushion Publishing,	Dec. 18, 2015	25,106
Marc BamberLondon, UKDirector	CEO Buffalo Associates since February,2011; Senior Finance Professional;Director Goldex Resource Corp. sinceJune 23, 2011	May 31'2019	92,307

Notes:

• (1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years unless otherwiseindicated.
• (2) The number of common shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by insider reports filed on SEDI and by the nominees themselves.
• (3) Member of the Corporation's Audit Committee.
• (4) Of these shares, 493,206 are held directly and 233,036 are held indirectly by Grupo Moje Limited, and 1,205,517 are held indirectly by Mineral Recovery Management Systems Corp., both private companies controlled by Mr. Basa.

None of the proposed nominees for election as a director of the Corporation are proposed for election pursuant to any arrangement or understanding between the nominee and any other person or company, except the directors and executive officers of the Corporation acting solely in suchcapacity.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as described below, none of the proposed nominees for election as a director of the Corporation are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the other directors and senior officers of the Corporation acting solely in their management capacity.

No proposed nominees for election as a director of the Corporation is, or has been within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that is, or has been, or acted in that capacity for a company that:

• (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;
• (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;or
• (iii) 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.

On September 6, 2011, a cease trade order was issued by the Quebec Securities Commission to Excel Gold Mining Inc. ("Excel") for failure to file annual audited financial statements, and management discussion and analysis for the year ended April 30, 2011. On September 7, 2011, a similar cease trade order was issued by the BCSC and on December 20, 2011 a cease trade order was issued by the Alberta Securities Commission. Excel was subsequently delisted from the TSX-V on October 10, 2012. Jacques Monette was a director of Excel during this period.

On August 31, 2012, Landdrill International Inc. ("Landdrill") announced that it had obtained an initial order from the New Brunswick Court of Queen's Bench under the Companies Creditor Arrangement Act and effective October 12, 2012, a cease trade order was issued against Landdrill by the New Brunswick Securities Commission for failure to file its interim financial statements, and management discussion and analysis, for the period ended June 30, 2012. In addition, effective October 12, 2012, Landdrill's securities were suspended from trading by the TSXV. On May 30, 2013 Landdrill was declared bankrupt pursuant to the Bankruptcy and Insolvency Act. Jacques Monette was a director and an officer of Landdriil during this period.

On May 11, 2015, a cease trade order was issued by the BCSC for failure to file its annual audited financial statements, and management discussion and analysis, for the year ended December 31, 2014 to Fletcher Nickel Inc. ("Fletcher"). On May 20, 2015, a similar order was issued by the Ontario Securities Commission. Jacques Monette is a director of Fletcher.

MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOUR OF THE ABOVE LISTED NOMINEES.

IN ORDER TO BE PASSED, A MAJORITY OF THE VOTES CAST AT THE MEETING IN PERSON OR BY PROXY MUST BE VOTED IN FAVOUR OF THE RESOLUTION. MANAGEMENT HAS NO REASON TO BELIEVE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR BUT, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

4. APPROVAL OF CORPORATION'S STOCK OPTION PLAN

The Corporation has in place a 10% "rolling" stock option plan (the "Option Plan") which was approved by the Shareholders at its February 26, 2019 Annual General Meeting.

The Exchange requires listed companies that have "rolling" stock option plans in place to receive shareholder approval of such plans on a yearly basis at the Corporation's annual meeting.

As at the date of this Circular, the Corporation was eligible to grant up to 9,287,566 options under the Option Plan. There are currently 8,023,000 stock options granted under the Plan.

The following is a summary of the principal terms of the Option Plan.

The Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding common shares of the Corporation (subject to standard anti-dilution adjustments). If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option will again be available for the purposes of the Option Plan. Any stock option outstanding when the Option Plan is terminated will remain in effect until it is exercised or it expires.

The Option Plan provides that stock options may be granted to directors, senior officers, employees and consultants of the Corporation (and any subsidiary of the Corporation) and management company employees. For the purposes of the Option Plan, the terms "employees", "consultants" and "management company employees" have the meanings set out in TSX-V Policy 4.4. Under the Option Plan, the Corporation's Board of Directors may, from time to time, designate a committee such as a Compensation Committee, for the purposes of administering the Option Plan.

Should the expiry date for an Option fall within a Blackout Period of the Corporation (as such time period may be determined by the Board of Directors where one or more Optionee may not trade any securities of the Corporation because they may be in possession of undisclosed material information pertaining to the Corporation), or within nine (9) business days following the expiration of a Blackout Period, such expiry date shall, subject to approval of the TSX-V, be automatically extended without any further act or formality to that day which is the tenth (10th) business day after the end of the Blackout Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Option Plan.

The Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

1. options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;

2. options may be exercisable for a maximum of ten years from the date of grant (subject to extension where the expiry date falls within a "Blackout Period", as disclosed above);

3. the aggregate number of options granted to any one option holder (including companies wholly owned by that option holder) in a 12 month period must not exceed 5% of the issued shares of the Corporation, calculated on the date an option is granted to the option holder;

4. the aggregate number of options granted to any one consultant in a 12 month period must not exceed 2% of the issued shares of the Corporation, calculated at the date an option is granted to the consultant;

5. the aggregate number of options granted to all option holders retained to provide Investor Relations Activities (as defined in TSX-V Policy 1.1) must not exceed 2% of the issued shares of the Corporation in any 12 month period, calculated at the date an option is granted to any such option holder;

6. at no time will options be issued which could permit at any time the aggregate number of shares reserved for issuance under stock options granted to insiders (as a group) at any point in time exceeding 10% of the issued shares;

7. at no time will options be issued which could permit at any time the grant to insiders (as a group), within a 12 month period, of an aggregate number of options exceeding 10% of the issued shares calculated at the date an option is granted to any insider;

8. options held by an option holder who is a director, employee, consultant or management company employee must expire within one year after the option holder ceases to be a director, employee, consultant or management company employee, which time period the Corporation determines is reasonable;

9. in the event of an option holder's death, the option holder's personal representative may exercise any portion of the option holder's vested outstanding options for a period of one year following the option holder's death;

10. options cannot be granted to directors, employees, consultants or management company employees that are not bona fide directors, employees, consultants or management company employees, as the case may be; and

11. options will be reclassified in the event of any consolidation, subdivision, conversion or exchange of the Corporation's common shares.

The Corporation will be required to obtain Disinterested Shareholder Approval if (i) the aggregate number of common shares reserved for issuance under Options granted to Insiders (as a group) exceeds 10% of the issued shares of the Corporation, (ii) the grant to Insiders (as a group), within a 12 month period, of an aggregate number of Options exceeds 10% of the issued shares of the Corporation, calculated at the date an Option is granted to any Insider, (iii) the aggregate number of Options granted to any one Optionee (including companies wholly owned by that Optionee), within a 12-month period, exceeds 5% of the issued shares of the Corporation, calculated on the date an Option is granted to the Optionee, or (iv) any reduction in the Exercise Price of an Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment. "Disinterested Shareholder Approval" means approval by a majority of the votes cast by all the Corporation's shareholders at a duly constituted shareholders' meeting, excluding votes attached to common shares beneficially owned by Insiders or their Associates.

The Option Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate. Stock options granted to directors, senior officers, employees or consultants vest when granted unless otherwise determined by the Board, on a case by case basis. Stock options granted to consultants or employees performing Investor Relations Activities, as such term is defined by the TSXV, will vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period.

In addition, under the Option Plan a stock option will expire immediately in the event an Optionee is dismissed from employment or service for cause, such Optionee's Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

The price at which an Optionee may purchase a common share upon the exercise of an Option will be as set forth in the option certificate issued in respect of such Option and in any event will not be less than the discounted market price of the Corporation's common shares as of the date of the grant of the stock option (the "Award Date"). The market price of the Corporation's common shares for a particular Award Date will typically be the closing trading price of the Corporation's common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Option Plan. Discounted market price means the market price less a discount of up to 25% if the market price is $0.50 or less; up to 20% if the market price is between $2.00 and $0.51; and up to 15% if the market price is greater than $2.00. Where the exercise price of the Option is based on a discounted market price, a four month hold period will apply to all common shares issued under each Option, commencing from the Award Date. A four month hold period will also apply to all common shares issued under any Option granted to a director, officer or Insider (as such term is defined by the TSX-V) of the Corporation, regardless of whether the Option was granted at market or discounted market price.

In no case will a stock option be exercisable at a price less than the minimum prescribed by the organized trading facility or the applicable regulatory authorities that would apply to the award of the stock option in question.

The Option Plan is subject to TSXV acceptance and approval of shareholders.

Shareholder Approval

Shareholders will be asked at the Meeting to approve, with or without variation, the following resolution:

"BE IT RESOLVED that the Corporation's Option Plan, as described in the Corporation's Information Circular dated February 6, 2020, be and is hereby ratified and approved, subject to regulatory approval, and that in connection therewith a maximum of 10% of the issued and outstanding common shares at the time of each grant be and are hereby approved for granting as options and that the Board of Directors be and are hereby authorized, without further shareholder approval, to make such changes to the Share Option Plan as may be required or approved by regulatory authorities."

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS APPROVE THE CORPORATION'S OPTION PLAN. IN ORDER TO BE PASSED, A MAJORITY OF THE VOTES CAST AT THE MEETING IN PERSON OR BY PROXY MUST BE VOTED IN FAVOUR OF THE RESOLUTION. IN THE ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE ANY COMMON SHARES REPRESENTED BY PROXIES HELD BY THEM IN FAVOUR OF THE RESOLUTION APPROVING THE SHARE OPTIONPLAN.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

As of the date of this Information Circular, management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters not known to the management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation and its operations is available on SEDAR at www.sedar.com. Financial information concerning the Corporation is provided in its comparative financial statements and management's discussion and analysis ("MD&A") for the Corporation's most recently completed financial year ended December 31, 2018. Copies of this information are available by contacting the Corporation at its offices located at 3028 Quadra Court, Coquitlam, BC, V3B 5X6 or by phone at 604-828-1475.

BOARD APPROVAL

The contents of this Information Circular have been approved and its mailing has been authorized by the Board. Dated this 6th day of February, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

Per: "Frank J. Basa"

Frank J. Basa President, CEO & Director