Northern Superior Resources Inc. — AGM Information 2021

May 26, 2021

==> picture [150 x 109] intentionally omitted <==

INFORMATION CIRCULAR FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NORTHERN SUPERIOR RESOURCES INC. to be held on Thursday, June 24th, 2021.

This Information Circular contains information as at May 14, 2021 unless otherwise stated.

GENERAL INFORMATION

This Information Circular is furnished in connection with the solicitation of proxies by management of NORTHERN SUPERIOR RESOURCES INC. (“ Northern Superior ” or the “ Company ”) for the use at the annual general meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Shares ”) of the Company to be held on Thursday, June 24th, 2021, at the 4:15p.m. Eastern Time (1:15 Pacific Time) via telephone conference call.

The Company encourages all Shareholders to listen to the proceedings at the Meeting and to ask questions. To participate, Shareholders should attend the telephone conference call by dialing: 416-9339440 or 1-855-453-6959 and entering conference ID# 2457867.

BUSINESS OF THE MEETING

Voting and Quorum

All matters presented to the Meeting require approval by a simple majority of the votes cast at the Meeting, unless stated otherwise.

No business shall be transacted at the Meeting unless the requisite quorum is present at the commencement of such Meeting, provided that, if a quorum is present at the commencement of the Meeting, a quorum will be deemed to be present during the remainder of the Meeting. Registered Shareholders and duly appointed Proxy holders who attend on the Meeting conference call are considered present for the purpose of determining whether a quorum exists.

Matters to be Considered

Financial Statements - The audited financial statements of Northern Superior for the year ended December 31, 2020 have been posted on the Company’s web-site (www.nsuperior.com) and on SEDAR (www.sedar.com). The audited financial statements will be presented to the Shareholders at the Meeting.

Number and Election of Directors – At the Meeting, Shareholders will be asked to fix the size of the Company’s Board of Directors (the “ Board ”) at seven (7) persons and to elect those persons who have been nominated for election to the Board by management, being the persons named in the section “ Election of Directors ”. Please refer to that section for a biography of each nominee. All of the nominees are currently directors of the Company and each nominee’s attendance at Board and committee meetings held in 2020 is set forth in Item 1(g) of the section “ Corporate Governance Disclosure ”. Each director elected will hold office until the next annual general meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a director.

– 2 –

Unless authority is withheld, the persons named in the accompanying form of proxy (the “ Proxy ”) intend to vote for these nominees. All of the nominees have established their eligibility and willingness to serve as directors. The Proxy permits Shareholders to vote in favour of all nominees, vote in favour of some nominees and to withhold votes for other nominees, or to withhold votes for all nominees.

Appointment of Auditors – At the Meeting, Shareholders will be asked to re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the year ended December 31, 2021, at a remuneration to be fixed by the directors. Unless otherwise specified, the persons named in the enclosed instrument of proxy intend to vote for the re-appointment of PricewaterhouseCoopers LLP as auditor of the Company for the year ended December 31, 2021, at a remuneration to be fixed by the directors.

Re-Approval of Stock Option Plan - At the Meeting, Shareholders will be asked, in accordance with the requirements of the TSX Venture Exchange (the “ Exchange ”) policies, to consider and if deemed appropriate, to re-approve, with out without variation, the Company’s 10% rolling stock option plan (see “ Stock Option Plan Disclosure ” and “ Approval of Stock Option Plan ”).

Approval of Restricted Share Unit Plan - At the Meeting, Shareholders will be asked, in accordance with the requirements of Exchange policies, to consider and if deemed appropriate, to approve, with our without variation, the Company’s proposed restricted share unit plan (see “ RSU Plan Disclosure ” and “ Approval of RSU Plan ”).

Particulars of Other Matters to be Acted Upon - Management is not aware of any matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the instructions of the proxyholder.

SOLICITATION OF PROXIES

The solicitation of proxies will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers and employees of the Company. All costs of solicitation will be borne by the Company. These officers and employees will receive no compensation other than their regular salaries but will be reimbursed for their reasonable expenses which it is expected will not exceed $1,000 in the aggregate. The Company as also arranged for intermediaries to forward the Meeting materials to beneficial (non-registered) owners of Shares held as of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of Proxy are directors or officers of the Company. A Shareholder eligible to vote at the Meeting has the right to appoint a person, who need not be a Shareholder, to attend and act for the Shareholder on the Shareholder’s behalf at the Meeting other than the persons designated in the accompanying form of Proxy, and may do so either by inserting the name of that other person in the blank space provided in the form of proxy or by completing another suitable form of Proxy.

Shareholders are requested to date, sign and return the accompanying form of Proxy for use at the Meeting if they wish their Shares to be voted at the Meeting. To be effective, form of Proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc., no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting (namely, by 4:15PM Toronto Time (1:15PM Vancouver time), on Tuesday, June 22nd, 2021) (the “Proxy Deadline”) or any adjournment thereof at which the proxy is to be used.

– 3 –

Proxies delivered by regular mail should be addressed to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department. Proxies delivered by facsimile must be sent to Computershare Investor Services Inc., Attention: Proxy Department, at 416-2639524 or toll free 1-866-249-7775. To vote by telephone, call the toll-free number shown on the proxy form provided. Using a touch-tone telephone to select your voting preferences, follow the instructions of the “vote voice” and refer to your holder account number and proxy access number provided on the proxy that was delivered to you. Note that voting by telephone is not available if you wish to appoint a person as a proxy other than someone named on the proxy form. In either of these instances, your Proxy should be voted by mail, delivery or Internet. To vote your Proxy by Internet, visit the Web site address as shown on the proxy form provided. Follow the online voting instructions given to you over the Internet and refer to your holder account number and proxy access number provided on the Proxy that was delivered to you.

A Shareholder who has given a Proxy may revoke it by an instrument in writing duly executed and delivered either to the registered office of the Company at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or 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.

Shareholders whose shares are held through an Intermediary (as defined below) (“ Non-Registered Shareholders ”) who wish to revoke their proxy must arrange for their respective Intermediary to revoke the Proxy on their behalf within the time specified by such Intermediary.

The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document (a form of Proxy in the case of registered Shareholders or a voting instruction form in the case of Non-Registered Shareholders).

Please review the Information Circular carefully and in full prior to voting in relation to the matters to be conducted at the Meeting. The Information Circular is available on SEDAR at www.sedar.com .

NON-REGISTERED HOLDERS

Only registered Shareholders are permitted to appoint Proxy holders on their behalf. Most Shareholders of the Company are Non-Registered Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is a Non-Registered Shareholder in respect of Shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and directors or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 (“ NI 54101 ”), the Company has elected to distribute copies of proxy-related materials required to be delivered (collectively, the “ Meeting Materials ”) to the Non-Registered Shareholders by sending the Meeting Materials to the clearing agencies and Intermediaries.

The Meeting Materials will be delivered to all Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them under NI 54-101. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Shareholders, such as Broadridge Financial Solutions Inc. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

– 4 –

• (a) be given a form of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed. Because the Intermediary has already signed the Proxy, this form of Proxy is not required to be signed by the Non-Registered Shareholder when submitting the Proxy. In this case, the Non-Registered Shareholder who wishes to submit a Proxy should otherwise properly complete the form of proxy and deposit it with Computershare Investor Services Inc. as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one-page pre-printed form. Sometimes, instead of the onepage pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a barcode and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Shareholders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to attend the Meeting or have someone else attend on his or her behalf, the NonRegistered Shareholder should strike out the names of the management proxy nominees named in the form and insert the Non-Registered Shareholder’s name or nominee’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

Additionally, NI 54-101 allows a Non-Registered Shareholder who is a non-objecting beneficial shareholder (“ NOBO ”) to submit to the Company or an applicable Intermediary any document in writing that requests that such NOBO or a nominee of such NOBO be appointed as the NOBO’s proxyholder. If such a request is received, the Company or an Intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Information Circular, provided that the Company or the Intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00 a.m. (Toronto time) on the day which is at least three business days prior to the Meeting.

EXERCISE OF DISCRETION

On a poll the nominees named in the accompanying form of Proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. If a Shareholder specifies a choice with respect to any matter to be acted upon, the 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 election of directors and the appointment of the auditors; and

• (b) any other matter, including amendments to any of the foregoing, as may properly come before the Meeting or any adjournment thereof.

– 5 –

In respect of a matter for which a choice is not specified in the Proxy, or unless otherwise provided in the proxy, the nominees named in the accompanying form of Proxy will vote the Shares represented by the proxy for the approval of such matter .

As of the date of this Information Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting each nominee intends to vote thereon in accordance with the nominee’s best judgment.

I NTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the approval of unallocated options under the Company’s Option Plan (as hereinafter defined) and the approval of unallocated restricted share units under the Company’s proposed RSU Plan (as hereinafter defined).

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company has only one class of Shares entitled to be voted at the Meeting, namely, common shares without par value. All issued Shares are entitled to be voted at meetings of Shareholders and each has one non-cumulative vote. As of May 14th, 2021 there were 63,472,270 Shares issued and outstanding. Only those Shareholders of record on May 14th, 2021 will be entitled to vote at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of the Company, only the following persons or companies beneficially own, directly or indirectly, or exercise control or direction over Shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company which have the right to vote in all circumstances:

Name	Number of Shares	Percentage of Outstanding Shares
Michael Gentile	10,684,358	16.83%

ELECTION OF DIRECTORS

At the Meeting, Shareholders will be asked to fix the size of the Board at seven (7) persons and to elect certain persons nominated by management to the Board. The following chart provides information concerning the nominees proposed for election to the Board, all of whom are ordinarily residents in Canada. Included in this information is each directors’ committee membership and equity ownership. All successful nominees are elected for a term of one year, expiring at the next annual general meeting.

– 6 –

Name & Company Details

François Perron[ (2)(3)(4)] Mr. Perron (Chairman), joined Northern Superior’s Board in November of 2016 and was Toronto, ON appointed Chairman shortly afterwards. Mr. Perron is presently President and CEO of Lucky Minerals since 2020, and a director since 2016.. Mr. Perron has also been a director Director Since: 2016 of Goldstar Minerals since 2016 and prior to that, Mr. Perron held positions with several Shares[(1)] : 99,686 other mining companies including: (i) VP Corporate Development, director and member Options: 300,000 of the audit committee at Yorbeau Resources Inc. (2010-2015), (ii) President, CEO and director of QMX Gold Corporation (2011-2013), and (iii) President, CEO and director of Golden Goose Resources Inc. (2009-2011). Prior to joining Golden Goose Resources, Mr. Perron was involved in the financial markets as a portfolio manager. He managed resource focused portfolios for NBC Alternative Investments and various resource funds for the Caisse de dépôt et placement du Québec from 2001 until 2007. He has a Bachelor of Science, Computer science from McMaster University (1986) and an MBA from the Hautes Etudes Commerciales, which he obtained in 1992.

	Perron was involved in the financial markets as a portfolio manager. He managed resource focused portfolios for NBC Alternative Investments and various resource funds for the Caisse de dépôt et placement du Québec from 2001 until 2007. He has a Bachelor of Science, Computer science from McMaster University (1986) and an MBA from the Hautes Etudes Commerciales,which he obtained in 1992.
Thomas F. Morris	Dr. Morris (President and CEO) is a registered, Professional Geoscientist with over 40 years
Sudbury, ON	of experience, successfully managing a variety of exploration programs for provincial and
	federal governments, private sector and publicly traded companies. Under his
Director Since: 2007	management, Northern Superior was recognized as one of the top 50 companies listed on
Shares(1): 273,732	the TSX-V (2011), was awarded the Ontario Business Achievement Award for Corporate
Options: 495,000	Governance (2011), was awarded the Québec Prospector of the Year Award by the
	Association de L’Exploration Minière du Québec (2012) and attained Progressive
	Aboriginal Relations “Par Committed” status from the Canadian Counsel for Aboriginal
	Business (2013, 2014). Dr. Morris has also obtained the Institute of Corporate Directors
	(ICD.D)designation.
Michael Gentile(3)(5)	From 2003 to 2018, Mr. Gentile worked as a professional money manager at Formula
Montreal-West, QC	Growth Ltd., an independent investment management firm established in Montreal in
	1960. While at Formula Growth, Mr. Gentile’s main sector focuses were in mining and
Director Since: 2019	natural resources. In 2012, he became the co- manager of the Formula Growth Alpha Fund,
Shares(1): 10,684,358	a market neutral hedge fund focused on small to mid-cap equities. In October 2018, Mr.
Options: 275,000	Gentile retired from full time money management to be able to spend more time with his
	family. Subsequently, he has remained a very active investor in the mining space owning
	significant top 5 stakes in over 15 small cap-mining companies. Michael is currently a
	strategic advisor to Arizona Metals (AMC-V) and a director of Roscan Gold (ROS-V),
	Radisson MiningResources(RDS-V)and Solstice Gold(SGC-V).
Andrew Farncomb(2)(5)	Andrew Farncomb is a founder of Cairn Merchant Partners LP, an independent merchant
Toronto, ON	bank focused on advisory and principal investing. Mr. Farncomb is also a founder and
	director of CMCO Fund, a seniors’ focused healthcare fund, a founder and director of CRO
Director Since: 2016	Fund, a quick service restaurant fund, a board member or officer of Canterra Minerals
Shares(1): 226,786	Corporation and Contact Gold Corp. and a board member and Chair of the Investment
Options: 300,000	Committee at the Flavelle Family Foundation. Mr. Farncomb was formerly a Partner and
	Investment Banking professional at Paradigm Capital Inc. Mr. Farncomb graduated from
	the Smith School of Business at Queen’s University with a Bachelor of Commerce (Honors)
	degree and received the Merrill Lynch Scholarship.
Gordon Morrison(3)(4)	Mr. Morrison has almost 50 years of experience in the mining industry, covering all aspects
Field, ON	of geoscience applications across all mining methods from a wide range of underground
	methods to large scale open pit operations, as well as being part of very successful
Director Since: 2020	exploration groups. Across his career and as a leader of a variety of exploration teams, Mr.
Shares(1): 1,021,300	Morrison has been an integral part of the discovery of 13 major polymetallic and precious
Options: 275,000	metal deposits, 6 of which are producing mines, and 4 are in the feasibility stage. Mr.
	Morrison’s extensive exploration and mining experience at Inco Limited, (currently Vale),
	KGHM International, (formerly Quadra FNX, and FNX Mining), and most recently with
	TMAC Resources, has made him a well-rounded geoscientist with global experience in the
	exploration forprecious and base metals.

– 7 –

Name & Company Details
David Medilek(2)(5)	Mr. Medilek is a mining professional with over twelve years of mine engineering, capital
West Vancouver, BC	markets and mergers and acquisitions experience. Mr. Medilek began his career as a
	mining engineer with Barrick Gold Corporation in Western Australia focusing on
Director Since: 2020	underground mines. After his tenure at Barrick, he became a Mining Investment Banker
Shares(1): Nil	with Cormark Securities Inc. and subsequently an Equity Research Analyst at Macquarie
Options: 275,000	Group Limited. Mr. Medilek is currently the Vice President of Business Development and
	Investor Relations at producer K92 Mining Inc. Mr. Medilek holds a Bachelor of Applied
	Science with Distinction in Mining Engineering from the University of British Columbia, a
	Professional Engineer designation in the Province of British Columbia, and is a CFA®
	charter holder.
David Beilhartz(4)	David Beilhartz B.Sc., is a semi-retired, registered Professional Geoscientist with over 30
Whitefish, ON	years of experience in mineral exploration. Most recently, Mr. Beilhartz has been providing
	consulting services to several mining companies on a contract basis. From 2014 to 2015, he
Director Since: 2017	served as VP Exploration for Kerr Mines Inc. From 2010 to 2012, he served as VP
Shares(1): 285,495	Exploration for Trelawney Mining and Exploration Inc. and from 2007 – 2008 he was VP
Options: 300,000	Exploration at Lake Shore Gold Corp.

Notes:

(1) The approximate number of voting shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by each director or proposed director, as at May 14, 2021.

• (2) Member of the Audit Committee.

• (3) Member of the Compensation/Corporate Governance Committee

• (4) Member of the Technical/Health and Safety/Corporate Social Responsibility Committee

• (5) Member of the Finance/Corporate Activities Committee

STATEMENT OF EXECUTIVE COMPENSATION

The following Statement of Executive Compensation is prepared in accordance with National Instrument Form 51-102F6. The purpose of this Statement of Executive Compensation is to provide disclosure of all compensation earned by directors and certain executive officers in connection with their position as an officer of or consultant to the Company. Unless otherwise stated, " dollars " or " $ " means Canadian dollars.

• “ Named Executive Officers ”, “ NEO s” or individually, a “ NEO ”, means:

• (a) a Chief Executive Officer (“ CEO ”);

• (b) a Chief Financial Officer (“ CFO ”);

• (c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, 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, more than $150,000 for that financial year; and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

Compensation Discussion & Analysis

Overview

This section of the Information Circular explains how the Company’s executive compensation program is designed and operated with respect to all of the Company’s executive officers (including NEOs). This section also identifies the objectives and material elements of compensation awarded to the executives (including NEOs) and the reasons for the compensation. For a complete understanding of the executive compensation program, this Compensation Discussion and Analysis should be read in conjunction with the Summary Compensation Table and other executive compensation-related disclosure included in this Information Circular.

– 8 –

The philosophy of the Compensation/Corporate Governance Committee of the Company’s Board of Directors (the “ Compensation/Corporate Governance Committee ”) is to determine compensation for the Company’s executive officers relative to the performance of the Company in executing on its objectives. Executive officers receive both fixed compensation and performance-based variable incentive compensation, which together represents the executive’s total direct compensation (“Total Direct Compensation”). To attract and retain top talent, fixed compensation is generally targeted at levels comparable to market peers and performance recognition occurs through the delivery of variable short and longer-term incentive compensation.

Composition of the Compensation/Corporate Governance Committee

The Compensation/Corporate Governance Committee consists of three independent directors:

• Michael Gentile (Chair)

• Francois Perron

• Gord Morrison

Philosophy & Objectives

The Board generally discusses and determines management compensation, without reference to formal objectives, criteria or analysis. The Company’s Compensation/Corporate Governance Committee facilitates the process and makes recommendations to the Board. The general objectives of the Company’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; and

• (c) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior mineral exploration company without a history of earnings.

The Compensation/Corporate Governance Committee recommends levels of executive compensation that are competitive, motivating and commensurate with the time spent by executive officers in meeting their obligations. While the current Board members do not have direct formal experience related to executive compensation, the Board relies on their experience gained as officers and directors, both of the Company and of other companies.

Elements of Compensation

Base Salary/Consulting Fees - The Board believes that a competitive base salary/consulting fee is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Board also believes that attractive base salaries/consulting fees can motivate and reward executives for their overall performance. To the extent that the Company has entered into employment or consulting agreements with its executives, the base salaries/consulting fees payable to such individuals reflect the base salaries/consulting fees that the Company negotiated with them. The base salaries/consulting fees that the Company negotiated with its executives were based on the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, the base salaries/consulting fees of the Company's existing executives and other factors.

– 9 –

Option Based Awards - The Company has adopted a 10% rolling stock option plan (the “ Option Plan ”) in order to provide effective incentives to directors, officers, senior management personnel and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. In determining option grants to the NEO’s, the Compensation/Corporate Governance Committee together with management takes into consideration factors that include the amount and exercise price of previous option grants, other forms and amounts of compensation, the NEOs experience, level of expertise and responsibilities, and the contributions of each NEO towards the completion of corporate transactions in any given fiscal year. The terms and conditions of the Company’s stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Option Plan. A description of the significant terms of the Option Plan is found under the heading “ Stock Option Plan Disclosure ”.

Restricted Share Units - The Board is proposing the adoption of a Restricted Share Unit Plan (the “ RSU Plan ”) in order to provide effective incentives to directors, officers, senior management personnel and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions, by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. In determining grants of restricted share units to the NEO’s, the Compensation/Corporate Governance Committee together with management will take into consideration factors that include the amount of previous restricted share unit grants, other forms and amounts of compensation, the NEOs experience, level of expertise and responsibilities, and the contributions of each NEO towards the completion of corporate transactions in any given fiscal year. The terms and conditions of the Company’s restricted share units will be governed by the terms of the Company’s proposed RSU Plan. A description of the significant terms of the RSU Plan is found under the heading “ Restricted Share Unit Plan Disclosure ”.

Cash Bonuses - While the Company does not generally award cash bonuses, the Compensation/Corporate Governance Committee, together with recommendations from management, may award bonuses based on both individual performance and corporate success at various times throughout the year. At this time, the Company does not have any specific milestone criteria for issuing bonuses.

Pension Plan Benefits - No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

The Board does not determine executive compensation based on the Company’s share price performance. Overall, the salaries or consulting fees payable to the NEOs have remained consistent with prior years. The Board has considered the implications of the risks associated with the Company's compensation practices. The Board acknowledges that the Company, as a junior natural resource company, does not presently generate any revenues, and that all management compensation to date has been derived solely from cash in the Company's treasury, acquired by way of equity financings to date, and the grant of incentive stock options to directors, management, contractors and employees.

Salary and consulting fee compensation to the NEOs are generally provided for under written consulting or employment agreements with the NEOs or management companies under their control. Upon the occurrence of certain events, the Company's early termination of these contracts may also trigger additional balloon payments, which could adversely impact the Company's working capital. Further information can be found under the heading “ Termination and Change of Control Benefits ” for further information.

Option and RSU Based Awards

The Company has no long-term incentive plans other than its Option Plan and its proposed RSU Plan. The Company’s directors, employees, officers and certain consultants are entitled to participate in the Option Plan and will also be entitled to participate in the RSU Plan, if adopted. The Option Plan and RSU Plan are

– 10 –

each designed to encourage share ownership and entrepreneurship on the part of the senior management and other employees. The Board believes that the Option Plan and RSU Plan align the interests of the NEOs and the Board with Shareholders by linking a component of executive compensation to the longer-term performance of the Company’s Shares.

Stock Option and Restricted Share Unit Granting Process

Generally, stock option grants are (and in the case of restricted share unit grants, will be) determined annually. The CEO makes (and in the case of restricted share unit grants, will make) recommendations to the Compensation/Corporate Governance Committee regarding individual stock option or restricted share unit awards, for all recipients. The Compensation/Corporate Governance Committee reviews (or in the case of restricted share unit grants, will review) the appropriateness of the stock option or restricted share unit grant recommendations from the CEO for all eligible employees and contractors where appropriate and may accept or adjust these recommendations. The Board is ultimately responsible for approving all individual stock option and restricted share unit grants including grants to officers, including grants that are awarded outside the annual compensation deliberation process for such things as promotions or new hires.

Plan Amendments

The Board has the authority to discontinue the Option Plan or the RSU Plan at any time without shareholder approval. The Board may also make certain amendments to the Option Plan or the RSU Plan without shareholder approval, including changes regarding the vesting and expiry of an outstanding stock option provided that the change does not entail an extension beyond the original expiry date of such options. No amendments can be made to the Option Plan or RSU Plan that adversely affect the rights of any option or restricted share unit holder regarding any previously granted options or restricted share units without the consent of the holder. Management does not have a right to amend, suspend or discontinue the Option Plan or RSU Plan. The Option Plan and RSU Plan each also provide that certain amendments be approved by the Shareholders as provided by the rules of the Exchange.

Executive Compensation Program Risks

In formulating and implementing the Company’s executive compensation policies and practices, the Compensation/Corporate Governance Committee and the Board have taken great care to consider and to mitigate the risks associated with its policies and practices. Neither the Compensation/Corporate Governance Committee nor the Board has identified any risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. It is the view of the Compensation/Corporate Governance Committee and the Board, that the risks attached to the Company's compensation policies and practices are low for the following reasons:

• the parameters for compensation determination focus on the results of advancing the Company’s exploration projects, and expansion of the business based on board approved initiatives;

• all major business acquisitions, dispositions and joint venture discussions are approved by the Board prior to commitment;

• salary and bonus levels are not excessive and are not driven by a formal connection to any one metric; and

• as a small company, the Board is likely to be more aware of corporate developments.

– 11 –

Hedging Policy

The Company does not have a specific policy which prohibits NEOs or directors 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 a NEO or director.

Summary Compensation Table

The following table contains a summary of all compensation paid to the NEOs for the financial years ending December 31, 2018, 2019 and 2020:

Name and Principal Position	Year	Salary ($)	Share- based Awards	Option- based Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans	Long Term
						Incentive Plans
Thomas F. Morris, President & CEO	2020	225,000	-	91,798	-	-	-	-	316,798
	2019	225,000	-	43,286	-	-	-	-	268,236
	2018	225,000	-	-	-	-	-	-	225,000
Jeannine Webb,CFO	2020	-	-	11,683				48,000	59,683
	2019	-	-	15,133	-	-	-	48,000	63,133
	2018	-	-	-	-	-	-	48,000	48,000

Notes:

(1) The fair value of option-based awards represent the grant date fair value of options and is determined using the Black-Scholes option pricing model using the following assumptions: no dividends to be paid; volatility of 209.76% and 472.61% respectively for the options granted in 2020 and 2019; risk free interest rate of 1.75% for the options granted in 2020 and 2019, and an expected life of five years.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding as at December 31, 2020, including awards granted prior to the most recently completed financial year, to NEOs:

		Option-based Awards(1)	Option-based Awards(1)		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of	Option	Option	Value of	Number of	Market or	Market or
	securities	exercise price	expiration date	unexercised	shares or units	payout value	payout value
	underlying	($)		in-the-money	of shares that	of share-based	of vested
	unexercised			options (2)	have not	awards that	share-based
	options (#)			($)	vested (#)	have not vested	awards not paid out or
						($)	distributed
							($)
Thomas Morris	60,000	0.50	Nov. 21, 2021	61,200	Nil	N/A	N/A
	60,000	0.50	Nov. 30, 2022	61,600	Nil	N/A	N/A
	100,000	0.22	March 29, 2024	130,000	Nil	N/A	N/A
	275,000	0.34	June 16, 2025	324,500	Nil	N/A	N/A
Jeannine Webb	10,000	0.50	Nov. 21, 2021	10,200	Nil	N/A	N/A
	60,000	0.50	Nov. 30, 2022	61,200	Nil	N/A	N/A
	70,000	0.22	March 29, 2024	91,000	Nil	N/A	N/A
	35,000	0.34	June 16, 2025	$41,300	Nil	N/A	N/A

Notes:

(1) The fair value of option-based awards represent the grant date fair value of options and is determined using the Black-Scholes option pricing model using the following assumptions: no dividends are to be paid; volatility of Nil, risk free interest rate of Nil%, and expected life of five years. The Company chose the Black-Scholes option pricing model at the recommendation of its Auditors.

(2) “In the money options” means the excess of the market value of the Company’s Shares on December 31, 2020 over the exercise price of the options. The last trading price of the Company’s Shares on the Exchange on December 31, 2020 was $1.52.

– 12 –

Value Vested or Earned During the Year

The following table sets forth information concerning all awards outstanding under share-based or optionbased incentive plans of the Company at the end of the most recently completed financial year to each of the NEOs.

Name	Option-based awards – Value	Share-based awards – Value	Non-equity incentive plan
	vested during the year(1)	vested during the year	compensation – Value earned
	($)	($)	during the year
			($)
Thomas F. Morris	Nil	Nil	Nil
Jeannine Webb	Nil	Nil	Nil

Notes:

(1) dollar value that would have been realized is calculated by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.

Significant Terms of Incentive Plan-based Awards

See the description of the Company's Option Plan and its proposed RSU Plan under the headings “ Stock Option Plan Disclosure ” and “ Restricted Share Unit Plan Disclosure ” below.

Termination and Change of Control Benefits

The CEO of the Company has an agreement in place (the “ CEO Agreement ”) which provides inter alia that if, within 12 months following a Change of Control (as described below) a Triggering Event (as described below) occurs and the CEO elects to terminate his employment, then the CEO shall entitled to a payment equal to 24 months' base salary plus an amount equal to any bonus paid to the CEO in the prior year, plus all accrued vacation pay (the “ Termination Amounts ”).

The CEO Agreement also entitles the CEO to payment of the Termination Amounts if at any time, the CEO’s employment is terminated without cause.

A “ Change of Control ” will have occurred if: (a) more than 50% of the current Board is replaced other than through natural attrition; or (b) any person, entity or group of persons or entitles acting jointly or in concert, directly or indirectly acquires 50% or more of the Company's Shares or if the Shareholders approve such an acquisition.

A “ Triggering Event ” means the occurrence of any one of the following events without the agreement of the CEO: (i) an adverse change in any of the duties, powers, rights, discretion, prestige, salary, benefits or perquisites of the CEO as they existed immediately prior to the Change of Control; (ii) a diminution of the title of the CEO as it existed immediately prior to the Change of Control; (iii) a change in the position or body to whom the CEO reported immediately prior to the Change of Control; or (iv) a change in the hours or location of the CEO's employment regularly required immediately prior to the Change of Control.

Other significant terms relating to the Payment of the Termination Amounts to the CEO are: (i) that the CEO is not required to mitigate his damages, (ii) the CEO is entitled to the full payment even if he obtains alternative employment, and (iii) the payment of the Termination Amounts constitutes a full and final settlement of any claims that might otherwise exist as a result of termination of the CEO's employment.

In addition to the foregoing, the Company's Option Plan also provides that all of the CEO’s unvested options (if any) shall vest and become immediately exercisable upon a “change of control” as that term is defined under the Company’s Option Plan (see “ Stock Option Plan Disclosure ”).

– 13 –

Director Compensation

Director Compensation Table

The following table sets forth all amounts of compensation provided to directors who were not NEOs of the Company during the Company’s most recently completed financial year end.

Name	Fees earned ($)	Share- based awards ($)	Option-based awards ($)(1)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Francois Perron	17,500	Nil	16,691	Nil	Nil	Nil	34,191
Andrew Farncomb	17,500	Nil	16,691	Nil	Nil	Nil	34,191
David Beilhartz	15,000	Nil	16,691	Nil	Nil	Nil	31,691
Michael Gentile	16,250	Nil	91,798	Nil	Nil	Nil	108,048
Gordon Morrison	16,250	Nil	91,798	Nil	Nil	Nil	108,048
David Medilek	13,750	Nil	91,798	Nil	Nil	Nil	105,548

Notes:

(1) The fair value of option-based awards represent the grant date fair value of options and is determined using the Black-Scholes option pricing model using the following assumptions: no dividends are to be paid; volatility of 209.75%, risk free interest rate of 1.75%, and expected life of five years.

Material Factors Necessary to Understand Director Compensation

The Board has adopted a compensation scheme for non-executive directors that pays them a fixed amount for each fiscal quarter served (or portion thereof). In addition, the Chairman of the Board and the Chairman of the Audit Committee each receive an additional fixed quarterly amount for acting as chair. With the approval of the Exchange, up to one half of all fees are payable in Shares of the Company, with the remainder payable in cash. In addition, Directors are reimbursed for travel and other expenses incurred in attending meetings and the performance of their duties.

Director Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under share-based or optionbased incentive plans of the Company as at December 31, 2020, including awards granted prior to the most recently completed financial year, to each of the directors of the Company who were not NEOs.

		Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Name	Number of	Option	Option	Value of	Number of	Market or	Market or payout value
	securities	exercise price	expiration	unexercised	shares or	payout value	of vested share-based
	underlying	($)	date	in-the-money	units of	of share-	awards not paid out or
	unexercised			options	shares that	based awards	distributed
	options			($)(1)	have not	that have not	($)
	(#)				vested	vested
					(#)	($)
François Perron	150,000	0.65	April 23, 2022	Nil	Nil	N/Al	N/A
	100,000	0.22	Mar 29, 2024	Nil	Nil	N/A	N/A
	50,000	0.34	June 16, 2025	Nil	Nil	N/A	N/A

– 14 –

		Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Andrew Farncomb	150,000	0.65	April 23, 2022	Nil	Nil	N/A	N/A
	100,000	0.22	Mar 29, 2024	Nil	Nil	N/A	N/A
	50,000	0.34	June 16, 2025	Nil	Nil	N/A	N/A
David Beilhartz	150,000	0.65	April 23, 2022	Nil	Nil	N/A	N/A
	100,000	0.22	Mar 29, 2024	Nil	Nil	N/A	N/A
	50,000	0.34	June 16, 2025	Nil	Nil	N/A	N/A
Michael Gentile	275,000	0.34	June 16, 2025	Nil	Nil	N/A	N/A
David Medilek	275,000	0.34	June 16, 2025	Nil	Nil	N/A	N/A
Gordon Morrison	275,000	0.34	June 16, 2025	Nil	Nil	N/A	N/A

Notes:

(1) The dollar value that would have been realized is calculated by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.

Director Incentive Plan Awards - Value Vested or Earned During the Year

The following table presents information concerning value vested with respect to option-based awards and share-based awards for the directors of the Company who were not NEOs during the most recently completed financial year:

Name	Option-based awards – Value	Share-based awards – Value	Non-equity incentive plan
	vested during the year	vested during the year	compensation – Value earned
	($)	($)	during the year
			($)
François Perron	91,798	Nil	Nil
Andrew Farncomb	16,691	Nil	Nil
David Beilhartz	16,691	Nil	Nil
Michael Gentile	91,978	Nil	Nil
David Medilek	91,798	Nil	Nil
Gordon Morrison	91,798	Nil	Nil

The Board considers option grants to directors at the time a director joins the board and annually. Option grants to directors are intended as a long term incentive.

– 15 –

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain information as at the end of the Company’s most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	3,000,000	0.401	3,330,227
Equity compensation plans not approved by security holders	Nil	n/a	Nil
Total	3,000,000	0.401	3,330,227

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, employees or executive officers of the Company, none of the proposed directors of the Company and none of the associates of such persons is or has been indebted to the Company at any time since the beginning of the Company's last completed financial year. 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 Company or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or executive officers of the Company, nor any proposed director of the Company, nor any person who beneficially owns, directly or indirectly, shares of the Company or who exercises control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year or in any proposed transaction not otherwise disclosed herein which, in either case, has affected or will materially affect the Company, except as disclosed herein.

APPOINTMENT OF AUDITOR

Management recommends that Shareholders: (i) approve the re-appointment of PricewaterhouseCoopers LLP as auditors for the financial year ended December 31, 2020, (ii) approve their re-appointment as auditors for the ensuing year, and (ii) authorize the Board to fix their remuneration.

MANAGEMENT CONTRACTS

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

– 16 –

CORPORATE GOVERNANCE DISCLOSURE

The following Corporate Governance Disclosure meets the requirements of National Policy 58-201 Corporate Governance Guidelines as well as National Instrument 58-101, Disclosure of Corporate Governance Practices, applicable to issuers whose securities are listed on the Exchange.

Board of Directors

• a. The following directors are unrelated in that they are independent of management and free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with the best interests of the Company, other than interests and relationships arising from shareholding:

François Perron Andrew Farncomb Michael Gentile Gord Morrison David Medilek David Beilhartz

• b. Thomas F. Morris is a member of management and thus is not independent.

• c. A majority of directors are independent.

• d. Certain of the directors are presently a director of one or more other reporting issuers, as follows:

Director	Other Issuer(s)
François Perron	Goldstar Minerals Inc. (TSXV:GDM)
	Lucky Minerals Inc. (TSXV:LKY)
Andrew Farncomb	Contact Gold Corp. (TSXV:C)
	Canterra Minerals Corporation (TSXV:CTM)
Michael Gentile	Roscan Gold Corporation (TSXV:ROS)
	Solstace Gold Corporation (TSXV:SGC)
David Medilek	Minaurum Gold Inc. (TSXV:MGG)(OTCQB:MMRGF)

• e. At each regularly scheduled Board meeting, the Chairman and the independent directors consider whether an in-camera meeting of the independent directors should be held at which members of management and the non-independent directors do not attend. The independent directors of the Board may also hold additional meetings that members of management and non-independent directors do not attend. The Chair informs management of the substance of these meetings to the extent that action is required by management. During 2018 the independent directors met four (4) times when members of management and non-independent directors were not in attendance.

• f. The Chair of the Board, François Perron, is an independent director, which enhances the Board’s ability to function independently of management. It is the Chair’s responsibility to ensure that the relationships between management, Shareholders and the Board are efficient and effective. The Chair acts as a resource for the CEO, and at all times retains an independent perspective to represent the best interests of the Company.

– 17 –

• g. The following chart illustrates the number of formal meetings of the Board and each committee, and the directors’ attendance during 2020, with each director’s attendance shown relative to the number of meetings in which he was eligible to participate.

Director	Board Meetings	Audit Committee
Thomas Morris	7/7
François Perron	7/7	4/4
Andrew Farncomb	7/7	4/4
Michael Gentile	7/7	3/3
Gord Morrison	7/7
David Medilek	4/5	1/1
David Beilhartz	6/7

Board Mandate

The written mandate of the Board is the following:

The mandate of the Board is to supervise the management of the Company and to act in the best interests of the Company. The Board acts in accordance with the British Columbia Business Corporations Act; the Company’s Articles of Incorporation; the Company’s Code of Business Ethics and Conduct; the Mandate of the Board and the charters of the Board’s committees and other applicable laws and policies. The Board approves all significant decisions that affect the Company before they are implemented. As a part of its overall responsibility for the stewardship of the Company, the Board assumes responsibility for the following:

• Stewardship - The Board sets and supervises standards of corporate governance that create a culture of integrity throughout the Company, and guides the operations of the Company and management in compliance with the Company's constating documents and British Columbia corporate law, securities legislation in each jurisdiction in which the Company is a reporting issuer, and other applicable laws.

• Strategic Planning - The Board is actively involved in the Company’s strategic planning process. The Board discusses and reviews all materials relating to the strategic plan with management. The Board is responsible for reviewing and approving the strategic plan, which takes into account the opportunities and risks of the business. Following the completion of each year, the Board undertakes a review of this strategic plan to assess the strengths, weaknesses and overall results of the plan. The Board also receives reports of management on a regular basis throughout the year on the current and proposed operations of the Company and reviews the opportunities of the Company and assesses risks to which the Company is exposed so that the plan can be adjusted where required.

• Dealing with Risks - The Board, in its annual assessment of the strategic plan, identifies principal risks and considers how to monitor and manage the risks. The principal risks to the Company have been identified as risks relating to the environment, safety, securities markets, commodity prices and currency fluctuations, legislative and title issues arising from operations in foreign jurisdictions and the fact that mineral exploration and development activities are inherently risky. The Board has instructed management to assist the Board in identifying risks and to promptly alert the Board when a risk has materialized. The board may from time to time appoint management, board members or advisors to assist in assessing different risks.

• Succession Planning - The Board annually identifies the key individuals of the Company and, in consultation with management, determines how best to replace such individuals should the need

– 18 –

arise. The Board's policy is to select individuals who have the required expertise and would therefore require a minimum of training in order to assume their role with the Company. Management is assigned the responsibility of training and advising the new person of the Company's policies and practices. The CEO has primary responsibility for supervising and reviewing the performance of other senior management. The Board is actively involved with the operations of the Company and therefore the performance of senior management is always under scrutiny.

• Communication Policy - The Disclosure and Stock Trading Policy governs communication with Shareholders and others and reflects the Company's commitment to timely, effective and accurate corporate disclosure in accordance with all applicable laws and with a view to enhancing the Company's relationship with its Shareholders.

• Internal Control and Management Information Systems - The effectiveness and integrity of the Company's internal control and management information systems contribute to the effectiveness of the Board and the Company. To maintain the effectiveness and integrity of the Company's financial controls, the Board, through the audit committee which consists solely of independent directors, monitors internal control and management information systems.

• Approach to Corporate Governance - The independent members of the Board have overall responsibility for developing the Company’s approach to corporate governance including keeping informed of legal requirements and trends regarding corporate governance, monitoring and assessing the functioning of the Board and committees of the Board, and for developing, implementing and monitoring good corporate governance practices in the form of the Company’s Guide to Corporate Governance.

Individual directors may engage an outside adviser at the expense of the Company in appropriate circumstances, subject to the approval of the Board.

• Feedback - The Company’s website facilitates feedback from Shareholders by permitting requests for information and sending messages directly to the Company.

• Expectations and Responsibilities of Directors - The Board is responsible for determining the committees of the Board that are required to effectively manage certain aspects of the Board's duties, and for ensuring that the committees have the requisite independence, competency and skill. The Board approves and annually reviews the charters of the committees, and conducts, annual reviews of the performance of the committees.

Directors are responsible for attending Board meetings as well as meetings of committees of which the director is a member. Directors are responsible for reviewing meeting materials in advance of the meeting.

Directors are responsible for fulfilling the Board’s expectations of directors, as set out in the Position Description - Directors, in respect of: Board Activity; Preparation and Attendance; Communication; Committee Work; and Business, Community and Industry Knowledge.

Position Descriptions

• a. The Board has developed written position descriptions for the Chair and the Chair of each Board committee.

• b. The Board and CEO have developed a written position description for the CEO, which delineates the role and responsibilities of the CEO.

– 19 –

Orientation

• a. The Board takes the following measures to ensure that all new directors receive a comprehensive orientation regarding (i) the role of the Board, its committees and its directors, and (ii) the nature and operation of the Company’s business:

• i. Each new director is provided with a copy of the Board Manual, which contains the Company’s policies and provides a comprehensive introduction to the Board and its committees; and

• ii. Each new director brings a different skill set and professional background, and with this information, the Chair is able to determine what orientation to the nature and operation of the Company’s business will be necessary and relevant to each new director.

• b. The Board takes the following measures to provide continuing education for its directors in order that they maintain the skill and knowledge necessary for them to meet their obligations as directors:

• i. The Board Manual is reviewed at least annually and revised materials are given to each director; and

• ii. There is a technical presentation at Board meetings, focusing on either a particular property or a summary of various properties. The question and answer portions of these presentations are a valuable learning resource for the non-technical directors.

Ethical Business Conduct

• a. The Board has adopted a written Code of Business Conduct & Ethics for its directors, officers, employees and consultants (the “ Code ”), a copy of which is filed on SEDAR:

• i. A copy of the Code was provided to each director, officer, employee and consultant and will be provided to each new director, officer, employee and consultant upon joining the Company. In addition, if the Code is amended or revised, then a new copy is distributed;

• ii. In order to ensure compliance with the Code, the Board has established complaint procedures for financial concerns, and environment and safety concerns; and

• iii. There has never been a material change report filed, and more particularly not within the preceding 12 months, that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

• b. The Board complies with the conflict of interest provisions of the British Columbia Business Corporations Act , as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

• c. In addition to the Code, the Board has also implemented a Disclosure and Stock Trading Policy, and a Code of Employee Conduct to encourage and promote a culture of ethical business conduct.

Nomination of Directors

• a. In order to identify new candidates for nomination to the Board, the Board considers the following factors:

– 20 –

• i. the appropriate size of the Board, the necessary competencies and skills of the Board as a whole; and the competencies and skills of each existing director; and

• ii. the identification and recommendation of new individuals qualified to become new Board members. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the company, the ability to devote the time required and a willingness to serve.

• b. The Compensation/Corporate Governance Committee, together with the remaining independent members of the Board, are responsible for all Corporate Governance matters including the responsibility to review the current composition of the Board and if deemed advisable, the identifying of new individuals to join the Board.

Compensation

• a. The process by which the Board determines the compensation for executive officers of the Company is described under the “Compensation Discussion and Analysis” . The Board, with the assistance of the Compensation/Corporate Governance Committee, determines the compensation for the Company’s directors by comparison with publicly available information on other reporting issuers in the mineral industry.

• b. The Compensation/Corporate Governance Committee, together with the remaining independent members of the Board, are responsible for determining compensation for all executive officers.

Other Board Committees

In addition to the Audit Committee and the Compensation/Corporate Governance Committee, the Board has also established a Finance/Corporate Activities Committee and a Technical/Health and Safety/ Corporate Social Responsibility Committee. The Board may also, from time to time, create a special committee to consider particular transactions. All Board committees are composed of independent directors.

Assessments

The Board conducts self-evaluations annually to determine the effectiveness of the Board, its committees and individual directors. The Audit Committee also conducts an annual assessment of its effectiveness and contribution, consisting of a review of its Charter, the performance of the committee as a whole. The Audit Committee then submits a Committee Annual Assessment Report to the Board, including recommendations.

AUDIT COMMITTEE DISCLOSURE

The following disclosure meets the requirements of National Instrument 52-110, Audit Committees, for Venture Issuers.

– 21 –

1. The Audit Committee's Charter

Purpose

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the Shareholders and others, the systems of internal controls and management information systems established by management and the Company’s internal and external audit process and monitoring compliance with the Company's legal and regulatory requirements with respect to its financial statements.

The Audit Committee is accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee is expected to maintain an open communication between the Company’s external auditors and the Board.

The responsibilities of a member of the Audit Committee are in addition to such member’s duties as a member of the Board. Nothing in this Charter, however, is intended to or does confer on any member a higher standard of care or diligence than that which applies to the Directors as a whole.

The Audit Committee does not plan or perform audits or warrant the accuracy or completeness of the Company's financial statements or financial disclosure or compliance with generally accepted accounting procedures as these are the responsibility of management.

Procedural Matters

The Audit Committee:

• a. meets at least four times per year, either by telephone conference or in person;

• b. invites the Company's external auditors, the Chief Financial Officer, and such other persons as deemed appropriate by the Audit Committee to attend meetings of the Audit Committee;

• c. reports material decisions and actions of the Audit Committee to the Board, together with such recommendations as the Audit Committee may deem appropriate;

• d. has the power to conduct or authorize investigations into any matter within the scope of its responsibilities;

• e. has the right to engage independent counsel and other advisors as it determines necessary to carry out its duties and the right to set the compensation for any advisors employed by the Audit Committee;

• f. has the right to communicate directly with the CFO and other members of management who have responsibility for the internal and external audit process, as well as to communicate directly with the internal and external auditors; and

• g. pre-approves non-audit services to be performed by the external auditors in accordance with the Audit Committee’s pre-approval policies and procedures, which pre-approval is subject to ratification by the Board. The Audit Committee may delegate certain pre-approval functions for non-audit services to one or more independent members of its Committee if it first adopts specific policies and procedures respecting same and provided such decisions are presented to the full Audit Committee for approval at its next meeting.

– 22 –

Responsibilities

External Auditors

The Audit Committee has primary responsibility for the selection, appointment, dismissal, compensation and oversight of the external auditors, subject to the overall approval of the Board. For this purpose, the Audit Committee may consult with management.

The external auditors report directly to the Audit Committee.

Also, the Audit Committee:

• a. recommends to the Board:

• i. whether the current external auditors should be nominated for reappointment for the ensuing year and if the current external auditors are not to be reappointed, select and recommend a suitable alternative for nomination; and

• ii. the amount of compensation payable to the external auditors;

• b. resolves disagreements, if any, between management and the external auditors regarding financial reporting;

• c. provides the Board with such recommendations and reports with respect to the financial statements of the Company as it deems advisable;

• d. takes reasonable steps to confirm the independence of the external auditors, including but not limited to pre-approving any non-audit related services provided by the external auditors to the Company or the Company's subsidiaries, if any;

• e. confirms that the external auditors are a 'participating audit' firm for the purpose of National Instrument 52-108 Auditor Oversight and are in compliance with governing regulations;

• f. reviews and evaluates the performance of the external auditors; and

• g. reviews and approves the Company’s hiring policy regarding partners, employees and former partners and employees of the Company’s external auditors.

Audit and Review Process and Results

The Audit Committee has a duty to receive, review and make any inquiry regarding the completeness, accuracy and presentation of the Company’s financial statements to ensure that the financial statements fairly present the financial position and risks of the organization and that they are prepared in accordance with generally accepted accounting principles. To accomplish this, the Audit Committee:

• a. considers the scope and general extent of the external auditors' review, including their engagement letter and major changes to the Company’s auditing and accounting principles and practices;

• b. consults with management regarding the sufficiency of the Company's internal system of audit and financial controls, internal audit procedures and results of such audits;

• c. ensures the external auditors have full, unrestricted access to required information and have the cooperation of management;

– 23 –

• d. reviews with the external auditors the audit process and standards, as well as regulatory or Companyinitiated changes in accounting practices and policies and the financial impact thereof, and selection or application of appropriate accounting principles;

• e. reviews with the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the financial statements;

• f. reviews the appropriateness and disclosure of any off-balance sheet matters;

• g. reviews disclosure of related-party transactions;

• h. receives and reviews with the external auditors, the external auditors' audit report and the audited financial statements;

• i. makes recommendations to the Board respecting approval of the audited financial statements;

• j. meets with the external auditors separately from management to review the integrity of the Company’s financial reporting, including the clarity of financial disclosure and the degree of conservatism or aggressiveness of the accounting policies and estimates, any significant disagreements or difficulties in obtaining information, adequacy of internal controls over financial reporting, adequacy of disclosure controls and procedures, and the degree of compliance by the Company with prior recommendations of the external auditors;

• k. directs management to implement such changes as the Audit Committee considers appropriate, subject to any required approvals of the Board arising out of the review; and

• l. meets at least annually with the external auditors, independent of management, and reports to the Board on such meetings.

Interim Financial Statements

The Audit Committee:

• a. reviews on an annual basis the Company's practice with respect to review of interim financial statements by the external auditors;

• b. conducts all such reviews and discussions with the external auditors and management as it deems appropriate;

• c. reviews the interim financial statements with the external auditors on an informal, as needed basis; and

• d. makes recommendations to the Board respecting approval of the interim financial statements.

Involvement with Management

The Audit Committee has primary responsibility for overseeing the actions of management in all aspects of financial management and reporting.

– 24 –

The Audit Committee:

• a. reviews the Company’s annual and interim financial statements, Management’s Discussion and Analysis and earnings press releases, if any, before the Company publicly discloses this information;

• b. reviews all of the Company’s public disclosure of financial information extracted from the Company's financial statements, if such financial statements have not previously been reviewed by the Committee, prior to such information being made public by the Company and for such purpose, the CFO assumes responsibility for providing the information to the Audit Committee for its review;

• c. reviews material financial risks with management, the plan that management has implemented to monitor and deal with such risks and the success of management in following the plan;

• d. consults annually and otherwise as required with the Company's CEO and CFO respecting the adequacy of the internal controls over financial reporting and disclosure controls and procedures and reviews any breaches or deficiencies;

• e. obtains such certifications of annual and interim filings by the CEO and CFO including attestations to internal controls over financial reporting and disclosure controls and procedures as deemed advisable;

• f. reviews management's response to significant written reports and recommendations issued by the external auditors and the extent to which such recommendations have been implemented by management;

• g. reviews as required with management the annual financial statements, the quarterly financial statements, Management’s Discussion and Analysis, Annual Information Forms, future-oriented financial information or pro-forma information and other financial disclosure in continuous disclosure documents;

• h. reviews with management the Company's compliance with applicable laws and regulations respecting financial reporting matters;

• i. reviews with management proposed regulatory changes and their impact on the Company; and

• j. reviews as required with management and approves disclosure of the Audit Committee Charter, and Audit Committee disclosure required in the Company's Annual Information Form, Information Circular and on the Company's website.

Composition

The Audit Committee will be composed of three directors, all of whom will be directors who are not officers or employees of the Company or any of its subsidiaries.

In addition, members of the Audit Committee will meet the prescribed independence, financial literacy and experience requirements and will have relevant skills and/or experience in the Committee's areas of responsibility as required by the securities laws applicable to the Company, including those of any stock exchange on which the Company’s securities are traded.

Appointment of Committee Members

Members of the Audit Committee will be appointed or confirmed by the Board annually and will hold office at the pleasure of the Board.

– 25 –

Vacancies

Where a vacancy occurs at any time in the membership of the Audit Committee, it may be filled by the Board. The Board must fill any vacancy if the membership of the Audit Committee is less than the minimum requirement number of directors required for the Audit Committee.

Committee Chair

The Board will appoint a Chair for the Audit Committee.

Structure and Operations

Absence of Committee Chair

If the Chair of the Audit Committee is not present at any meeting of the Audit Committee, one of the other members of the Audit Committee who is present at the meeting will be chosen by the Audit Committee to preside at the meeting.

Secretary of Committee

At each meeting the Audit Committee will appoint a secretary who need not be a director of the Company.

Meetings

The Chair of the Audit Committee or the Chair of the Board or any two of its members may call a meeting of the Audit Committee.

Quorum

A majority of the members appointed to the Audit Committee will constitute a quorum.

Notice of Meetings

The Chair of the Audit Committee will arrange to provide notice of the time and place of every meeting in writing (including by facsimile) to each member of an Audit Committee at least 24 hours prior to the time fixed for such meeting, provided, however, that a member may in any manner waive a notice of a meeting. Attendance of a member at a meeting constitutes a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. The Chair will also ensure that an agenda for the meeting and all required materials for review by the members of the Audit Committee are delivered to the members with sufficient time for their review, or that such requirement is waived.

Attendance of the Company's Officers at Meetings

The Chair of the Audit Committee or any two members of the Audit Committee may invite one or more officers of the Company to attend any meeting of the Audit Committee.

Delegation

The Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee, management or, to the extent otherwise permitted by applicable plans, laws or regulations, to any other body or individual.

– 26 –

Procedure and Records

Subject to any statute or constating documents of the Company, the Audit Committee will determine its own procedures at meetings and may conduct meetings by telephone and will keep records of its proceedings.

Complaints

The Audit Committee has established procedures for:

• a. the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

• b. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Complaints regarding accounting, internal accounting controls, or auditing matters may be submitted as outlined in the Company’s Whistle Blower Policy – Accounting, Internal Controls or Auditing Matters. Complaints may be made anonymously and, if not made anonymously, the identity of the person submitting the complaint will be kept confidential.

Upon receipt of a complaint, the Chair will conduct or designate a member of the Audit Committee to conduct an initial investigation. The results of that initial investigation will be brought before the Audit Committee for a determination of further investigation and action.

Records of complaints made and the resulting action or determination with respect to the complaint will be documented and kept in the records of the Audit Committee for a period of three years. The Audit Committee reviews the Whistle Blower Policy annually.

Reporting and Assessment

The Audit Committee will report to the Board.

The Audit Committee will review its Charter and conduct an assessment of its performance, and the performance of the Audit Committee Chair, on an annual basis. The Audit Committee shall report to the Board, the results of such review and assessment, including any recommendations for change (the “ Committee Annual Report ”).

2. Composition of the Audit Committee

The Audit Committee consists of three independent members all of whom are financially literate namely:

• Andrew Farncomb (Chair)

• François Perron

• Michael Gentile

– 27 –

3. Relevant Education and Experience

All members of the Company’s Audit Committee have 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 Company’s financial statements. In addition to each member's relevant general business experience and education, each Committee member has an understanding of the accounting principles used by the Company to prepare its financial statements and has an understanding of its internal controls and procedures for financial reporting.

4. Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has adopted all recommendations of the Audit Committee regarding nomination or compensation of the external auditors.

5. Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services ); or an exemption from Multilateral Instrument 52-110, in whole or in part, granted under Part 8 ( Exemptions).

6. Pre-Approval Policies and Procedures

The Audit Committee pre-approves all non-audit related services provided by the external auditors.

7. External Auditors’ Service Fees (By Category)

The fees paid to the External Auditors were as follows:

Category	2020	2019
	($)	($)
Audit Fees	25,000	25,000
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
Other	Nil	Nil
TOTAL	25,000	25,000

8. Exemption

Pursuant to section 6.1 of National Instrument 52-110, “Audit Committees”, the Company is exempt from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ). Part 3 of National Instrument 52-110 specifies the requirements for the composition, independence and financial literacy of the Audit Committee and the Company meets these requirements, notwithstanding the exemption. Part 5 specifies the reporting obligations for issuers that are not venture issuers, meaning the issuer’s shares are not listed on the Toronto Stock Exchange, a US marketplace, or a marketplace outside of Canada and the United States.

STOCK OPTION PLAN DISCLOSURE

The following is a description of the Company’s Option Plan, for which shareholder approval is being sought at the Meeting. The Option Plan is identical in all material respects to the form of option plan of the Company that was previously approved by Shareholders at the Company’s 2020 annual general meeting.

– 28 –

Pursuant to policies of the Exchange, all rolling stock option plans, including the Option Plan, must be reapproved by shareholders each year. Except for the proposed RSU Plan (see “ Restricted Share Unit Plan Disclosure ” below) the Company presently does not have any other share-based compensation plan, share purchase plan and does not grant stock appreciation rights.

The maximum aggregate number of Shares which may be subject to issuance pursuant to options granted under the Option Plan, together with all of the Company's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares (including the proposed RSU Plan), shall be 10% of the issued and outstanding Shares of the Company at the time of any such grant.

Under the Option Plan, the Board is authorized to determine persons to whom options may be granted. Currently, employees, consultants and directors and officers of the Company, its subsidiaries and of companies providing management or administrative services to the Company are eligible participants in the Option Plan (“ Eligible Participants ”).

Under the Option Plan, the Board may grant options to Eligible Participants and specify the terms of each option grant including, without limitation: (i) the number of options to be granted each Eligible Participant, (ii) the exercise price of each option, which cannot be less than the price permitted by Exchange Policies, and (iii) the period within which such options may be exercised (the “ Expiry Date ”), which cannot exceed 10 years from the date of grant.

The Option Plan does not require that granted options have a vesting period except in cases where such vesting is required pursuant Exchange Policies such as options granted to persons engaged in investor relations activities. When not required under Exchange Policies, the Option Plan permits the Board to impose vesting periods in their discretion.

The Option Plan further provides that any unvested options shall vest immediately upon the occurrence of a “ change of control ” defined as the acquisition by any person or by any person and any joint actors, whether directly or indirectly, of voting securities of the Company which, when added to all other voting securities of the Company at the time held by such person or by such person and any joint actors, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board.

The Option Plan includes limits to the number of options which may be granted in some cases. The Option Plan provides that the aggregate number of options which may be granted: (i) to insiders (as defined under applicable securities laws), as a group, within any twelve (12) month period, shall not exceed 10% of the issued Shares of the Company, calculated on the date options are granted to any insiders; (ii) to any one (1) person (and companies owned by such person) in a twelve (12) month period, shall not exceed 5% of the issued Shares of the Company, calculated on the date options are granted to such person, unless the Company first obtains disinterested shareholder approval; (iii) to any one (1) consultant in a twelve (12) month period, shall not exceed 2% of the issued Shares of the Company, calculated on the date options are granted to such Consultant; and (iv) to all persons retained to provide investor relations activities, shall not exceed 2% of the issued Shares of the Company in any twelve (12) month period, calculated on the date options are granted to any such person.

Options granted under the Option Plan may not be assigned by the optionee other than by will or pursuant to the laws of succession, and to a trust, RESP or RRSP or similar legal entity established by the optionee.

If an optionee, other than a consultant engaged in investor relations activities, ceases to be an Eligible Participant for any reason other than death, then such optionee has the lesser of 90 days, or until the Expiry Date of such optionee’s options within which to exercise any vested options not exercised prior to the date of ceasing to be an Eligible Participant. If an optionee who is a consultant engaged in investor relations

– 29 –

activities ceases to be an Eligible Participant for any reason other than death, then such optionee has the lesser of 30 days, or until the Expiry Date of such optionee’s options within which to exercise any vested options not exercised prior to the date of ceasing to be an Eligible Participant. If an optionee dies while such optionee is an Eligible Participant, the optionee’s legal representatives shall have the lesser of one (1) year, or until the Expiry Date of such optionee’s options within which to exercise any vested options not exercised prior to the optionee’s date of death.

Options will be adjusted in the event of any consolidation or subdivision of shares or the declaration of a dividend. In the event of a take-over bid or a change of control, as defined in the Option Plan, any unvested Options become vested and exercisable in accordance with the terms of the Option Plan.

Notwithstanding all of the foregoing, no amendment to the 2020Plan may alter or impair any of the terms of any options previously granted to an optionee under the Option Plan without the consent of the optionee.

Approval of Stock Option Plan

Shareholders will be asked at the Meeting to consider and, if deemed appropriate, approve with or without variation, the following ordinary resolution authorizing the Option Plan :

“RESOLVED that the Company re-approve and adopt, subject to TSX Venture Exchange (the “Exchange”) approval, its Stock Option Plan (the “Option Plan”), allowing the Company to reserve for issuance upon exercise of options granted under the Option Plan, up to 10% of the number of outstanding shares of the Company as of the date of grant of any options under the Option Plan, in substantially the form that has been made available to the Company’s shareholders, and that all options granted by the Company after receipt of such Exchange approval, will be pursuant to the Option Plan.”

By re-approving the Option Plan, the Company will have a stock option plan that is consistent with the policies of the Exchange. If the Option Plan is re-approved by Shareholders, all grants of stock options by the Company occurring after the receipt of the Exchange approval will be pursuant to the Option Plan, as re-approved.

For full particulars, please refer to the text of the Option Plan, a copy of which is available for review by any Shareholder up until the day preceding the Meeting at the Company’s registered and records offices at Boughton Law Corporation, Suite 700, 595 Burrard Street, Vancouver, British Columbia.

RESTRICTED SHARE UNIT PLAN DISCLOSURE

At the Meeting, Shareholders will be asked to vote for the confirmation and approval of the Company’s proposed RSU Plan, a copy of which is attached as Schedule “A” to this Circular. In order for the resolution described herein to pass, a simple majority of affirmative votes cast at the Meeting excluding the votes cast by Shareholders eligible to receive grants pursuant to the RSU Plan (each, an “ RSU ”) and their affiliates and associates (the “ Disinterested RSU Shareholders ”) is required to pass the resolution. The proposed RSU Plan was submitted for acceptance to the Exchange on May 3rd, 2021. The Exchange conditionally accepted the proposed RSU Plan on May 7, 2021, which remains subject to confirmation and approval by the Shareholders and the satisfaction of the requirements of the Exchange, including the filing of applicable final documentation. The purpose of the RSU Plan is to allow for certain discretionary bonuses and similar awards as an incentive and reward for selected eligible persons related to the achievement of long-term financial and strategic objectives of the Company and the resulting increases in shareholder value. This Plan is intended to promote a greater alignment of interests between the Shareholders and the selected eligible persons by providing an opportunity to participate in increases in the value of the Company. RSUs are akin to the “deferred share units” and “phantom shares” that track the value of the underlying Shares but do not entitle the recipient to the actual underlying Shares until such RSUs vest.

– 30 –

As of the date hereof, no RSUs have been granted under the RSU Plan.

Particulars of the RSU Plan

A summary of certain provisions of the RSU Plan is set out below. This summary is qualified in its entirety by the full text of the RSU Plan attached as Schedule “A” to this Circular.

Eligible Participants

Participation in the RSU Plan is restricted to employees, consultants and officers of the Company (a “ RSU Eligible Person ”). Employees, including directors who are also employees, are eligible to participate in the Company’s RSU Plan.

Transferability

RSUs may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (other than to the beneficiary or estate of an RSU Eligible Persons, as the case may be, upon the death of the RSU Eligible Person granted RSUs (the “ RSU Grantee ”)).

Administration of the RSU Plan

The RSU Plan permits the Compensation/Corporate Governance Committee to recommend that the Board grant awards of RSUs to an RSU Eligible Person. Upon vesting, the RSUs will be redeemed within 30 days of the applicable redemption date, for (i) the number of Shares equal to the numbers of RSUs vested on the redemption date, (ii) a cash amount equal to the number of Shares set out in (i) multiplied by the fair market value of the Shares on the redemption date or (iii) a combination of (i) and (ii). The redemption date in respect of any RSU is the date provided for in the agreement granting the RSUs or if no date is set, the third anniversary of the grant date, unless otherwise provided for in the RSU Plan. The Compensation/Corporate Governance Committee and the Board have the discretion to stipulate the length of time for vesting and to determine various performance objectives based on certain business criteria as a pre-condition to an RSU vesting. It is the Compensation/Corporate Governance Committee’s intent that all RSUs will only vest upon achievement of performance objectives designed to advance the Company’s business interests and increase the value of the Company. The performance objectives to be met are established by the Compensation/Corporate Governance Committee at the time of grant of the RSU.

If a RSU Eligible Person is involuntarily terminated for reasons other than cause and holds vested RSUs, the vested RSUs will be redeemed on the date the RSU Eligible Person’s employment is terminated for an equal number of Shares or cash in lieu thereof or a combination of cash and Shares, as determined by the Compensation/Corporate Governance Committee. If the RSU Grantee is terminated by the Company with cause or voluntary ends his or her employment with the Company, all RSUs granted to the RSU Eligible Person, whether vested or unvested will be forfeited and cancelled without payment. In the event of a change of control of the Company, all RSUs granted to RSU Eligible Persons and outstanding under the RSU Plan will immediately vest and will be paid out in cash, Shares or a combination of cash and Shares.

Amendments to the RSU Plan

The Board has the right, in its sole discretion, to amend, suspend or terminate the RSU Plan, provided that no such amendment, suspension or termination may be made without obtaining Exchange or Shareholder approvals or adversely affect the rights of any participant with respect to the RSUs to which the participant is entitled under the RSU Plan, without the consent of the participant. No amendments may be made by the Board to the RSU Plan to effect any of the following without Shareholder approval or, if required under the Exchange’s Corporate Finance Manual, Disinterested RSU Shareholder approval and Exchange

– 31 –

approval: (i) an increase in the maximum number or percentage of Shares reserved for issuance under the RSU Plan, (ii) a change in the method of calculation of redemption of RSUs held by RSU Grantees; (iii) an extension to the term of redemption of RSUs held by insiders, (iv) permitting the RSUs granted under the RSU Plan to be transferrable or assignable other than for normal estate settlement purposes, or (v) an amendment to the amendment provisions.

Maximum Number of Common Shares Issued

The maximum number of Shares available for issuance upon the vesting of RSUs under the RSU Plan will be fixed at 300,000 Shares, and in combination with all security-based compensation arrangements of the Company (including the Option Plan), will not exceed 10% of the issued and outstanding Shares on a nondiluted basis. For so long as the Company’s Shares are listed on the Exchange, the maximum number of Shares to be issued under the RSU Plan, within any one-year period: (i) to any RSU Eligible Person, will not exceed 5% of the total issued and outstanding Shares on the grant date on a non-diluted basis, (ii) to any insiders as a group, will not exceed 10% of the total number of issued and outstanding Shares on the grant date on a non-diluted basis and (iii) to any consultant, shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis. For so long as the Company’s Shares are listed on the Exchange, no Shares will be issued under the RSU Plan to any RSU Eligible Person whose role and duties primarily consist of Investor Relations Activities, as defined in the Exchange’s Corporate Finance Manual. RSU Awards which vest will not be available for re-grant under the RSU Plan.

APPROVAL OF RESTRICTED SHARE UNIT PLAN

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to approve, with or without variation, an ordinary resolution ratifying and approving the RSU Plan (the “ RSU Plan Resolution ”). Pursuant to the rules of the Exchange, the RSU Plan must be passed by a majority of the votes case on the ordinary resolution by all Disinterested RSU Shareholders at the Meeting. Based on the present shareholdings of the insiders to whom RSUs may be granted under the RSU Plan and their associates, a total of up to 12,621,357 Shares will be excluded from voting on the resolution to approve the RSU Plan, representing 19.88% of the issued and outstanding Shares as of the date hereof. Should the RSU Plan Resolution not receive the required Shareholder approval at the Meeting, the RSU Plan will not be adopted.

The text of the resolution is set out below:

“RESOLVED, as an ordinary resolution of Disinterested RSU Shareholders that:

1. The RSU Plan as appended as Schedule “A” to the Company’s Information Circular dated May 14, 2021 in respect of the Company’s 2021 Annual General Meeting of Shareholders (the “Meeting”), is hereby authorized and approved as the restricted share unit plan of the Company.

2. Any one director or officer of the Company be and is hereby authorized and directed, on behalf of the Company, to do all such acts and things and to executed and deliver all such documents, instruments and assurances as in the opinion of such director or officer may be necessary or desirable to give effect to the foregoing resolutions.”

Unless otherwise directed, the persons named in the accompanying form of Proxy intend to vote the Shares represented thereby in respect of the Meeting “for” the approval of the RSU Plan Resolution.

Additional Information

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Shareholders may contact the Company to request copies of the financial statements and Management Discussion and

– 32 –

Analysis. Financial information is provided in the Company’s comparative financial statements and Management Discussion and Analysis for its most recently completed financial year.

Directors’ Approval

The undersigned hereby certifies that the contents and the sending of this Information Circular to the Shareholders of the Company have been approved by the Board.

DATED at Vancouver, British Columbia May 14th, 2021

“ Thomas F. Morris ”

President, CEO & Director

Schedule “A”

Northern Superior Resources Inc. Restricted Share Unit Plan

See Attached.

RESTRICTED SHARE UNIT PLAN

ARTICLE 1 GENERAL PROVISIONS

1.1 Purpose

This Restricted Share Unit Plan is established as a vehicle by which equity-based incentives may be awarded to the employees, consultants and officers of the Company, to recognize and reward their significant contributions to the long-term success of the Company including to align the employees’, consultants’ and officers’ interests more closely with the shareholders of the Company.

1.2 Definitions

As used in the Plan, the following terms have the following meanings:

• (a) “ Blackout Period ” means a period of time imposed by the Company, pursuant to the Company's policies, upon certain designated persons during which those persons may not trade in any securities of the Company;

• (b) “ Board ” means the Board of Directors of the Company;

• (c) “ Business Day ” means any day that is not a Saturday, Sunday or a holiday in Toronto, Ontario;

• (d) “ Cash Consideration ” has the meaning ascribed thereto in Section 3.2(b);

• (e) “ Change of Control ” means the occurrence of any of the following events:

• (i) the acquisition by any persons acting jointly or in concert (as determined in accordance with the Securities Act (Ontario)), whether directly or indirectly, of voting securities of the Company that, together with all other voting securities of the Company held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Company;

• (ii) an amalgamation, arrangement or other form of business combination of the Company with another company that results in the holders of voting securities of that other company holding, in the aggregate, more than 50% of all outstanding voting securities of the Company resulting from the business combination;

• (iii) the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than in the ordinary course of business of the Company or to a related entity; or

• (iv) any other transaction that is deemed to be a “Change of Control” for the purposes of this Plan by the Board in its sole discretion;

• (f) “ Committee ” means the Compensation Committee of the Board or such other persons designated by the Board to determine the grants of Restricted Share Units and administer this Plan;

• (g) “ Code ” means the United States Internal Revenue Code of 1986, as amended;

• (h) “ Common Share ” means a common share in the capital of the Company;

1

• (i) “ Company ” means Northern Superior Resources Inc. and its successors and assigns;

• (j) “ Consultant ” means a “Consultant” or “Consultant Company” as defined in the TSXV Policies;

• (k) “ Disinterested Shareholder ” means a holder of Common Shares that is not an insider (as defined in the Securities Act (Ontario)) nor an associate (as defined in the Securities Act (Ontario)) of an insider;

• (l) “ Dividend ” means a dividend declared and payable on a Common Share in accordance with the Company’s dividend policy as the same may be amended from time to time (an “ Ordinary Dividend ”), and may, in the discretion of the Committee include a special or stock dividend (a “ Special Dividend ”), and may, in the discretion of the Committee, include a Special Dividend declared and payable on a Common Share;

• (m) “ Eligible Person ” means any Employee, Consultant or Officer who is designated as an Eligible Person pursuant to Section 2.1;

• (n) “ Employee ” means an employee of the Company;

• (o) “ Exchange ” means, collectively, the TSX Venture Exchange, any successor thereto and any other stock exchange or trading facilities through which the Common Shares trade or are quoted from time to time;

• (p) “ Fair Market Value ” means the closing price of the Common Shares on the Exchange on the Business Day immediately prior to the relevant date, or if the Common Shares are not listed on the Exchange, then on such other stock exchange or quotation system as may be selected by the Committee, provided that, if the Common Shares are not listed or quoted on any other stock exchange or quotation system, then the Fair Market Value will be the value determined by the Committee in its sole discretion acting in good faith;

• (q) “ Grant Date ” means any date determined from time to time by the Committee as a date on which a grant of Restricted Share Units will be made to one or more Eligible Persons under this Plan;

• (r) “ Investor Relations Activities ” shall have the meaning ascribed to such term in the TSXV Policies;

• (s) “ Officer ” means an officer of the Company that has been duly appointed by the Board;

• (t) “ Plan ” means this Restricted Share Unit Plan, as amended from time to time;

• (u) “ Redemption Date ” in respect of any Restricted Share Unit means (i) the date as determined by the Committee in its sole discretion and provided for in the Grant Agreement, or (ii) if no date is set, the third anniversary of the Grant Date on which such Restricted Share Unit was granted to the Eligible Person, unless (iii) Section 3.6, 4.1, 4.2 or 6.2 is applicable, in which case the Redemption Date(s) in respect of such Restricted Share Unit shall be the date(s) established as such in accordance with the applicable Section. Such date shall, in all cases, be in compliance with the requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the Income Tax Act (Canada), as such subsection may be amended or enacted from time to time. For U.S. Taxpayers, except as otherwise set forth in this Plan, the Redemption Date shall be set on the Grant Date and shall not be adjusted;

• (v) “ Reorganization ” means any declaration of any stock dividend (other than a Special Dividend in respect of which the Committee, in its discretion, determines that Eligible Persons are to be paid pursuant to Section 3.5), stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin-off or other distribution

2

(other than Ordinary Dividends) of the Company assets to shareholders or any other similar corporate transaction or event which the Board determines affects the Common Shares such that an adjustment is appropriate to prevent dilution or enlargement of the rights of Eligible Persons under this Plan;

• (w) “ Restricted Share Unit ” means one notional Common Share (without any of the attendant rights of a shareholder of such Common Share, including, without limitation, the right to vote such Common Share and the right to receive dividends thereon, except to the extent otherwise specifically provided herein) credited by bookkeeping entry to a notional account maintained by the Company in respect of an Eligible Person in accordance with this Plan;

• (x) “ Share Compensation Arrangement ” means any stock option, stock option plan, employee stock 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;

• (y) “ Subsidiary ” has the meaning set out in the Securities Act (Ontario);

• (z) “ TSXV Policies ” means the policies included in the TSX Venture Exchange Corporate Finance Manual and “TSXV Policy” means any one of them; and

• (aa) “ U.S. Taxpayer ” means an Eligible Person who is at the relevant time subject to Section 409A of the Code.

1.3 Effective Date

The Plan shall be effective June 24, 2021; provided that no Common Shares may be issued under the Plan until and unless all required Exchange, regulatory and shareholder approvals have been obtained with respect to the issuance of the Common Shares hereunder.

1.4 Governing Law; Subject to Applicable Regulatory Rules

The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The provisions of the Plan shall be subject to the applicable by-laws, rules and policies of the Exchange and applicable securities legislation.

ARTICLE 2 ELIGIBILITY AND PARTICIPATION

2.1 Eligibility

This Plan applies to those Employees, Consultants and Officers whom the Committee designates as eligible for a grant of Restricted Share Units pursuant to Section 3.1. The Committee shall make such a designation prior to each Grant Date.

2.2 Rights Under the Plan

Subject to Article 4 and Article 5, an Eligible Person who has been granted Restricted Share Units shall continue to have rights in respect of such Restricted Share Units until such Restricted Share Units have been redeemed for Common Shares and/or Cash Consideration, as applicable , in accordance with this Plan.

3

2.3 Copy of the Plan

The Company shall provide each Eligible Person with a copy of this Plan following the initial grant of Restricted Share Units to such Eligible Person and shall provide each Eligible Person with a copy of all amendments to this Plan.

2.4 Limitation on Rights

Nothing in this Plan shall confer on any Employee, Consultant or Officer any right to be designated as an Eligible Person or to be granted any Restricted Share Units. There is no obligation for uniformity of treatment of Eligible Persons or any group of Employees, Consultants Officers or Eligible Persons, whether based on salary or compensation, grade or level or organizational position or level or otherwise. A grant of Restricted Share Units to an Eligible Person on one or more Grant Dates shall not be construed to create a right to a grant of Restricted Share Units on a subsequent Grant Date.

2.5 Grant Agreements

Each grant of Restricted Share Units shall be evidenced by a written agreement (a “ Grant Agreement ”) executed by the Eligible Person in substantially the form appended as Schedule A hereto. An Eligible Person will not be entitled to any grant of Restricted Share Units or any benefit of this Plan unless the Eligible Person agrees with the Company to be bound by the provisions of this Plan. By entering into an agreement described in this Section 2.5, each Eligible Person shall be deemed conclusively to have accepted and consented to all terms of this Plan and all bona fide actions or decisions made by the Committee. Such terms and consent shall also apply to and be binding on the legal representative, beneficiaries, heirs and successors of each Eligible Person.

2.6 Participation Limits

• (a) The number of Common Shares which may be reserved for issuance under the Plan shall not exceed 300,000 Common Shares, subject to adjustment in accordance with Section 3.6 or such greater number of Common Shares as shall have been duly approved by the Board and, if required by the TSXV Policies or any other stock exchange on which the Common Shares of the Company may then be listed, and by the shareholders of the Company.

• (b) The number of Common Shares which may be reserved for issuance under the Plan, in combination with the aggregate number of Common Shares which may be issuable under any other Share Compensation Arrangement, including the Company’s stock option plan and deferred share unit plan, shall not exceed 10% of the total number of issued and outstanding Common Shares on a nondiluted basis, or such greater number of Common Shares as shall have been duly approved by the Board and, if required, by the TSXV Policies (if applicable) or any other stock exchange on which the Common Shares of the Company may then be listed, and by the shareholders of the Company.

• (c) If and for so long as the Company’s Common Shares are listed on the Exchange, the number of Common Shares which may be issuable under the Plan and any other Share Compensation Arrangement, within any one-year period:

• (i) to any one Eligible Person, shall not exceed 5% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis;

• (ii) to Insiders as a group, shall not exceed 10% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis; and

• (iii) to any one Consultant, shall not exceed 2% of the total number of issued and outstanding Common Shares on a non-diluted basis.

4

• (d) If and for so long as the Company’s Common Shares are listed on the Exchange, no Common Shares shall be issuable under the Plan to any Eligible Person whose role and duties primarily consist of Investor Relations Activities.

2.7 No Fractional Shares

No fractional Common Shares may be issued under the Plan. In the event the number of Common Shares to be issued upon the redemption of Restricted Share Units is a fraction, the respective Eligible Person will receive the next lowest whole number of Common Shares and will not receive any other form of compensation (cash or otherwise) for the fractional interest.

ARTICLE 3 RESTRICTED SHARE UNITS

3.1 Grant of Restricted Share Units

On each Grant Date, the Committee shall designate Eligible Persons and determine the number of Restricted Share Units to be granted to each Eligible Person in the Committee’s sole discretion. Concurrent with the determination to grant Restricted Share Units to an Eligible Person, the Committee shall determine the Redemption Date applicable to such Restricted Share Units. In addition, the Committee may, at its sole discretion, at the time of the grant of Restricted Share Units, make such Restricted Share Units subject to performance conditions to be achieved by the Company, the Eligible Person or a class of Eligible Persons, prior to the Redemption Date, for such Restricted Share Units to entitle the holder thereof to receive the Common Shares or cash thereunder.

3.2 Redemption of Restricted Share Units

Unless redeemed earlier in accordance with this Plan, the Restricted Share Units of each Eligible Person will be redeemed on or about (but not later than 30 days following) each applicable Redemption Date, and the Eligible Person will be entitled to receive and the Company will issue and/or pay to the Eligible Person, as applicable:

• (a) a number of Common Shares equal to the number of Restricted Share Units (net of any applicable statutory withholdings) that have vested on the Redemption Date(s);

• (b) a cash amount, payable by way of certified cheque, bank draft, wire transfer or such other means as the Committee may determine in its sole discretion, equal to the number of Common Shares set out in subsection (a) above multiplied by the Fair Market Value on the applicable Redemption Date (the “ Cash Consideration ”) (net of any applicable statutory withholdings); or

• (c) a combination of (a) and (b),

as determined by the Committee in its sole discretion.

3.3 Blackout Period

In the event the Redemption Date, determined in accordance with the Plan occurs during a Blackout Period applicable to the relevant Eligible Person, then the Redemption Date, as applicable, shall be the date that is the tenth Business Day after the expiry of the Blackout Period; provided, however, that in the case of a U.S. Taxpayer, the change in the Redemption Date does not violate Section 409A of the Code.

3.4 Withholding Taxes

The Company may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Common Share and/or Cash Consideration including, without limiting the generality of the foregoing, the

5

withholding of the issue of Common Shares and/or the withholding of all or any portion of any payment of the Cash Consideration, as applicable, to be issued and/or paid under the Plan, until such time as the Eligible Person has paid the Company for any amount which the Company is required to withhold with respect to such taxes or other amounts. Without limitation to the foregoing, the Committee may, if applicable, adopt administrative rules under the Plan which provide for the sale of Common Shares (or a portion thereof) in the market upon the issuance of such Common Shares under the provisions of the Plan to satisfy withholding obligations under the Plan.

3.5 Payment of Dividend Equivalents

When Dividends are paid on Common Shares, an Eligible Person shall be credited with Dividend equivalents in respect of the Restricted Share Units credited to the Eligible Person’s account as of the record date for payment of Dividends and no payment in cash should be made to any Eligible Person with respect to such Dividend equivalent. Such Dividend equivalents shall be converted into additional Restricted Share Units (including fractional Restricted Share Units) based on the Fair Market Value per Common Share on the date credited and redeemed on the Redemption Date, of the Restricted Share Unit with respect to which the Dividend equivalent was granted.

3.6 Adjustments

If any change occurs in the outstanding Common Shares by reason of a Reorganization, the Committee, in its sole discretion, and without liability to any person, shall make such equitable changes or adjustments, if any, as it considers appropriate, in such manner as the Committee may consider equitable, to reflect such change or event including, without limitation, adjusting the number of Restricted Share Units credited to Eligible Persons and outstanding under the Plan, provided that any such adjustment will not otherwise extend the Redemption Date otherwise applicable. The Company shall give notice to each Eligible Person of any adjustment made pursuant to this section and, upon such notice, such adjustment shall be conclusive and binding for all purposes. The existence of outstanding Restricted Share Units shall not affect in any way the right or power and authority of the Company or its shareholders to make or authorize any alteration, recapitalization, reorganization or any other change in the Company’s capital structure or its business or any merger or consolidation of the Company, any issue of bonds, debentures or preferred or preference shares (ranking ahead of the Common Shares or otherwise) or any right thereto, or the dissolution or liquidation of the Company, any sale or transfer of all or any part of its assets or business or any corporate act or proceeding whether of a similar character or otherwise.

3.7 Offer of Common Shares - Change of Control

Notwithstanding anything else herein to the contrary, subject to prior approval of the Exchange if required, in the event of a Change of Control, then the Redemption Date shall be deemed to be the date on which the Change of Control occurs, and all Restricted Share Units granted to the Eligible Persons and outstanding under the Plan shall immediately vest and be paid out in accordance with Section 3.2.

ARTICLE 4 EVENTS AFFECTING ENTITLEMENT

4.1

Termination of Employment

• (a) Voluntary Termination or Termination for Cause. If an Eligible Person is terminated by the Company for cause (as determined by the Company), or if an Eligible Person, voluntarily terminates employment for any reason prior to a Redemption Date, all of the Eligible Person’s Restricted Share Units shall be cancelled and no amount shall be paid by the Company to the Eligible Person in respect of the Restricted Share Units so cancelled.

• (b) Involuntary Termination. The Restricted Share Units of an Eligible Person which have vested who is involuntarily terminated by the Company, for reasons other than cause, shall be redeemed on the Redemption Date for an equal number of Common Shares, Cash Consideration in lieu thereof or a combination of both, as determined by the Committee in its sole discretion. For the purposes of this Section 4.1(b), the Redemption Date shall be the date on which the employment of the Eligible

6

Person is terminated as stated in a written notice of termination, irrespective of any entitlement of the Eligible Person to notice, pay in lieu of notice or benefits beyond the termination date.

For purposes of Section 4.1, a U.S. Taxpayer shall be treated as terminated when such person incurs a “separation from service” within the meaning of Section 409A of the Code and United States Treasury Regulation Section 1.409A1(h) (“ Separation from Service ”). Solely to the extent required by Section 409A of the Code, any payment in respect of Restricted Share Units which has become payable on or following a Separation from Service to any U.S. Taxpayer who is determined to be a “specified employee,” under Section 409A(a)(2)(B)(i) of the Code and United States Treasury Regulation Section 1.409A-1(i), shall not be paid before the date that is six months after such U.S. Taxpayer's Separation from Service (or, if earlier, the date of the death of such U.S. Taxpayer). Following any applicable sixmonth delay of payment, all such delayed payments shall be made to the U.S. Taxpayer in a single lump sum on the earliest possible date.

4.2 Death

All of the Restricted Share Units of an Eligible Person who dies shall be redeemed in accordance with Section 3.2. For the purposes of the foregoing, the Redemption Date shall be the date of the Eligible Person’s death.

4.3 No Grants Following Last Day of Active Employment

In the event of termination of any Eligible Person’s employment with the Company, such Eligible Person shall not be granted any Restricted Share Units pursuant to Section 3.1 after the last day of active employment of such Eligible Person. Without limiting the generality of the foregoing and of Section 2.4, notwithstanding any other provision hereof, and notwithstanding any provision of any employment agreement between any Eligible Person and the Company, no Eligible Person will have any right to be awarded additional Restricted Share Units, and shall not be awarded any Restricted Share Units, pursuant to Section 3.1 after the last day of active employment of such Eligible Person on which such Eligible Person actually performs the duties of the Eligible Person’s position, whether or not such Eligible Person receives a lump sum payment of salary or other compensation in lieu of notice of termination, or continues to receive payment of salary, benefits or other remuneration for any period following such last day of active employment. Notwithstanding any other provision hereof, or any provision of any employment agreement between the Company and an Eligible Person, in no event will any Eligible Person have any right to damages in respect of any loss of any right to be awarded Restricted Share Units pursuant to Section 3.1 after the last day of active employment of such Eligible Person and no severance allowance, or termination settlement of any kind in respect of any Eligible Person will include or reflect any claim for such loss of right and no Eligible Person will have any right to assert, claim, seek or obtain, and shall not assert, claim, seek or obtain, any judgment or award in respect of or which includes or reflects any such right or claim for such loss of right.

ARTICLE 5 ADMINISTRATION

5.1 Transferability

Rights respecting Restricted Share Units shall not be transferable or assignable other than by will or the laws of descent and distribution.

5.2 Administration

The Committee shall, in its sole and absolute discretion, but subject to applicable corporate, securities and tax law requirements: (i) interpret and administer the Plan; (ii) establish, amend and rescind any rules and regulations relating to the Plan; and (iii) make any other determinations that the Committee deems necessary or desirable for the administration and operation of the Plan. The Committee may delegate to any person any administrative duties and powers under this Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Committee with respect to the administration and interpretation of the Plan shall be conclusive and binding on the Eligible Person and his or her legal representative. The Board may establish policies

7

respecting minimum ownership of Common Shares of the Company by Eligible Persons and the ability to elect Restricted Share Units to satisfy any such policy.

It is intended that this Plan and grants of Restricted Share Units hereunder will comply with or be exempt from Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent this Plan and such agreements are subject thereto, and this Plan and the Grant Agreements shall be interpreted on a basis consistent with such intent. Each amount to be paid under the Plan shall be construed as a separate identified payment for the purposes of Section 409A of the Code. If an amendment of this Plan and such agreements is necessary in order for it to comply with Section 409A of the Code, the Board will adopt any such amendment in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act by the Board shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect any person from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

5.3 Records

The Company will maintain records indicating the number of Restricted Share Units credited to an Eligible Person under the Plan from time to time and the Grant Dates of such Restricted Share Units. Such records shall be conclusive as to all matters involved in the administration of this Plan.

5.4 Statements

The Company shall furnish annual statements to each Eligible Person indicating the number of Restricted Share Units credited to the Eligible Person and the Grant Dates of the Restricted Share Units and such other information that the Company considers relevant to the Eligible Person.

5.5 Legal Compliance

Without limiting the generality of the foregoing, the Committee may take such steps and require such documentation from Eligible Persons as the Committee may determine are desirable to ensure compliance with all applicable laws and legal requirements, including all applicable corporate and securities laws and regulations of any country, and any political subdivisions thereof, and the by-laws, rules and regulations of any stock exchanges or other organized market on which Common Shares may from time to time be listed or posted and any applicable provisions of the Income Tax Act (Canada), as amended or income tax legislation or any other jurisdiction.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

• (a) The Board reserves the right, in its sole discretion, to amend, suspend or terminate the Plan or any portion thereof at any time, in accordance with applicable legislation, provided that no such amendment, suspension or termination may (i) be made without obtaining any required regulatory or shareholder approvals, or (ii) adversely affect the rights of any Eligible Person with respect to the Restricted Share Units to which the Eligible Person is then entitled under the Plan without the consent of the Eligible Person. Notwithstanding the foregoing, the Company will be required to obtain shareholder approval or, if required under the TSXV Policies, Disinterested Shareholder and Exchange approval, for any amendment related to:

• (i) increasing the number or percentage of issued and outstanding Common Shares available for grant under the Plan;

• (ii) a change in the method of calculation of redemption of Restricted Share Units held by Eligible Persons;

• (iii) an extension to the term for redemption of Restricted Share Units held by Eligible Persons;

8

• (iv) permitting the Restricted Share Units granted under this Plan to be transferrable or assignable other than for normal estate settlement purposes; and

• (v) amending this Section 6.1.

• (b) Unless an Eligible Person otherwise agrees, any amendment to the Plan or Restricted Share Unit shall apply only in respect of Restricted Share Units granted on or after the date of such amendment.

• (c) Without limiting the generality of the foregoing, the Board may make the following amendments to the Plan, without obtaining shareholder approval:

• (i) amendments to the terms and conditions of the Plan necessary to ensure that the Plan complies with the applicable regulatory requirements, including the rules of the Exchange, in place from time to time;

• (ii) amendments to the provisions of the Plan respecting administration of the Plan and eligibility for participation under the Plan;

• (iii) amendments to the provisions of the Plan respecting the terms and conditions on which Restricted Share Units may be granted pursuant to the Plan, including the provisions relating to the payment of the Restricted Share Units;

• (iv) amendments to the Plan that are of a “housekeeping” nature; and

• (v) any other amendment, fundamental or otherwise, not requiring shareholder approval under applicable laws or applicable rules of the Exchange,

provided, however, that no such amendment of the Plan may be made without the consent of each affected Eligible Person in the Plan if such amendment would adversely affect the rights of such affected Eligible Person(s) under the Plan.

6.2 Termination of the Plan

The Board may from time to time amend or suspend this Plan in whole or in part and may at any time terminate this Plan. No such amendment, suspension or termination shall adversely affect the rights of any Eligible Person at the time of such amendment, suspension or termination with respect to outstanding and unredeemed Restricted Share Units credited to such Eligible Person without the consent of the affected Eligible Person. If the Board terminates the Plan, no new Restricted Share Units will be awarded to any Eligible Person, but outstanding and unredeemed previously credited Restricted Share Units shall remain outstanding, be entitled to payments as provided under Section 3.5, and be paid in accordance with the terms and conditions of this Plan existing at the time of termination. This Plan will finally cease to operate for all purposes when the last remaining Eligible Person receives a payment in satisfaction of all outstanding and unredeemed Restricted Share Units credited to such Eligible Person, or all outstanding and unredeemed Restricted Share Units credited to such Eligible Person are cancelled pursuant to the provisions thereof.

ARTICLE 7 GENERAL

7.1 Rights to Common Shares and/or Cash Consideration

This Plan shall not be interpreted to create any entitlement of any Eligible Person to any Common Shares, or to the dividends payable pursuant thereto, or to any Cash Consideration, as applicable, except as expressly provided herein. A holder of Restricted Share Units shall not have rights as a shareholder of the Company with respect to any Common

9

Shares which may be issuable pursuant to the Restricted Share Units so held, whether voting, right on liquidation or otherwise.

7.2 No Right to Employment

This Plan shall not be interpreted as either an employment or trust agreement. Nothing in this Plan nor any Committee guidelines or any agreement referred to in Section 2.5 nor any action taken hereunder shall be construed as giving any Eligible Person the right to be retained in the continued employ or service of the Company or any of its subsidiaries, or giving any Eligible Person or any other person the right to receive any benefits not specifically expressly provided in this Plan nor shall it interfere in any way with any other right of the Company to terminate the employment or service of any Eligible Person at any time.

7.3 Right to Funds

Neither the establishment of this Plan nor the granting of Restricted Share Units under this Plan shall be deemed to create a trust. Amounts payable to any Eligible Person under the Plan shall be a general, unsecured obligation of the Company. The right of the Employees, Consultants or Officers to receive payment pursuant to this Plan shall be no greater than the right of other unsecured creditors of the Company.

11

Schedule A Northern Superior Resources Inc. Restricted

Share Unit Plan (the “Plan”)

RESTRICTED SHARE UNIT GRANT AGREEMENT

This Restricted Share Unit Grant Agreement is made the ____ day of

, 20___ between

, the undersigned “Eligible Person” (the “ Eligible Person ”), being an employee, consultant or officer of Northern Superior Resources Inc. (the “ Company ”) or a subsidiary thereof, name or designated pursuant to the terms of the Restricted Share Unit Plan of the Company (which Plan, as the same may from time to time be modified, supplemented or amended and in effect, is herein referred to as the “ Plan ”), and the Company.

In consideration of the grant of Restricted Share Units made to the Eligible Person pursuant to the Plan (the receipt and sufficiency of which are hereby acknowledged), the Eligible Person hereby agrees and confirms that:

1. The Eligible Person has received a copy of the Plan and has read, understands and agrees to be bound by the provisions of the Plan.

2. The Eligible Person accepts and consents to and shall be deemed conclusively to have accepted and consented to, and agreed to be bound by, the provisions and all terms of the Plan and all bona fide actions or decisions made by the Board, the Committee or any person to whom the Committee may delegate administrative duties and powers in relation to the Plan, which terms and consent shall also apply to and be binding on the legal representatives, beneficiaries and successors of the undersigned.

3. On , 20 , the Eligible Person was granted Restricted Share Units, which grant is evidenced by this Agreement.

4. Except otherwise set forth in the Plan, the Redemption Date(s) for the Restricted Share Units is/are as follows:

5. The Restricted Share Units, which grant is evidenced by this Agreement, are also subject to the terms and conditions contained in the appendixes, if any, attached hereto.

6. This Restricted Share Unit Grant Agreement shall be considered as part of and an amendment to any employment agreement between the Eligible Person and the Company and the Eligible Person herby agrees that the Eligible Person will not make any claim under that employment agreement for any rights or entitlement under the Plan or damages in lieu thereof except as expressly provided in the Plan.

This Agreement shall be determined in accordance with the laws of the province of Ontario and the laws of Canada applicable therein. Words used herein which are defined in the Plan shall have the respective meanings ascribed to them in the Plan.

NORTHERN SUPERIOR ELIGIBLE PERSON RESOURCES INC.

Per:

Authorized Signatory Print Name:

12

APPENDIX A-1 to APPENDIX A RESTRICTED SHARE UNIT AGREEMENT

The additional terms and conditions attached to the Restricted Share Units, which grant is evidenced by this Agreement, are as follows:

1. [•]

NORTHERN SUPERIOR RESOURCES INC.

ELIGIBLE PERSON

Per: Authorized Signatory

Print Name:

13