Optegra Ventures Inc. - AGM Information 2020

ESSEX MINERALS INC.

Suite 400 – 837 West Hastings Street Vancouver, BC V6C 3N6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 30, 2019

AND

INFORMATION CIRCULAR

July 22, 2019

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

ESSEX MINERALS INC.

Suite 400 – 837 West Hastings Street Vancouver, BC V6C 3N6 (the “ Company ”)

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of ESSEX MINERALS INC. (the “ Company ”) will be held at the office located at 400 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6 on Friday, August 30, 2019, at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

to receive the audited financial statements of the Company for the financial year ended September 30, 2018, and the accompanying report of the auditors thereon;
to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending September 30, 2018;
to set the number of directors of the Company for the ensuing year at four (4) persons;
to review and elect new directors of the company;
to reappoint MNP LLP as the auditors for the ensuring year;
To consider and, if thought fit, to approve the Company’s Stock Option Plan

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Company’s board of directors has fixed July 22, 2019 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1. Proxies must be received by Computershare by 10:00 a.m. (Vancouver time) on August 28, 2019.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the specific instructions provided to you by your Intermediary.

Dated at Vancouver, British Columbia this 22[nd] day of July, 2019.

“Yari Nieken” CEO

ESSEX MINERALS INC.

INFORMATION CIRCULAR

(as at July 22, 2019, unless indicated otherwise)

SOLICITATION OF PROXIES

�� Meeting Materials �� connection with the �� Company �� use at the Annual General Meeting of Shareholders of the Company to be held on August 30, 2019 (the � Meeting ��e purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and regular employees of the Company. All costs of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors and/or officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY �� AND STRIKING OUT THE TWO PRINTED NAMES OR BY COMPLETING ANOTHER FORM OF PROXY .

To be valid, a proxy must be in writing and executed by the shareholder or its attorney authorized in writing, unless the shareholder chooses to complete the proxy by telephone or the internet as described in the enclosed proxy form. Completed proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or, at the discretion of the Chairman of the Meeting, delivered to the Chairman of the Meeting prior to the commencement of the Meeting or prior to any re-commencement of the Meeting after an adjournment.

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company, Suite 400-837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR BENEFICIAL HOLDERS OF SHARES

The shares owned by many shareholders of the Company are not registered on the records of the �� intermediary, or in the name of a clearing agency (referred to in this Information Circular as an � intermediary �� intermediaries �� beneficial holders �� shareholders may vote at the Meeting. A beneficial holder cannot be recognized at the Meeting for the purpose of voting his shares unless he is appointed by the intermediary as a proxyholder.

Applicable regulatory policy requires intermediaries to seek voting instructions from beneficial shareholders. Every intermediary has its own procedures to seek those instructions. Beneficial shareholders should follow those procedures carefully to ensure that their shares are voted at the Meeting.

The majority of brokers in Canada have delegated authority for obtaining instructions from clients to �� Broadridge �� voting instruction ��mails those forms to beneficial holders, and asks beneficial holders to return the proxy or voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions for voting at the Meeting. A beneficial holder who receives a proxy bearing a Broadridge sticker or a voting instruction form cannot deposit that proxy or form on the Meeting date to vote common shares at the Meeting. The proxy or form must be returned to Broadridge in advance of the Meeting in order to allow the shares to be voted by the named proxyholder at the Meeting.

In addition to those procedures, recent amendments to National Instrument 54-101 � Communication with Beneficial Owners of Securities of a Reporting Issuer �� NI 54-101 ��-objecting beneficial holder �� NOBO �� the Company or the intermediary, as applicable, must arrange, without expense 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 at least one business day prior to the time at which proxies are to be submitted for use at the Meeting; accordingly, any such request must be received by 10:00 a.m. (Pacific time) on August 28[th] , 2019.

A�� OBO �� intermediary holding common shares in an account on behalf of the OBO that the OBO objects to the ��rship information to the Company to allow the Company to send shareholder materials to the OBO. The Company does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 � Request for Voting Instructions Made by Intermediary , and an OBO will not receive those materials unless ��

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BROKER OR AGENT WELL IN ADVANCE OF THE MEETING TO DETERMINE HOW YOU CAN DO SO.

EXERCISE OF DISCRETION

Shares represented by proxy are entitled to be voted on a show of hands or any poll and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the shares will be voted or withheld from voting in accordance with the specification so made.

SUCH SHARES WILL BE VOTED FOR EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As at the date hereof, the Company has issued and outstanding 10,425,007 fully paid and non- assessable common shares, each share carrying the right to one vote.

THE COMPANY HAS NO OTHER CLASSES OF VOTING SECURITIES.

Any shareholder of record at the close of business on July 22, 2019 who either personally attends the Meeting or who has completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have his shares voted at the Meeting.

To the knowledge of the directors and executive officers of the Company, there are no persons or companies who beneficially own, or control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company.

ELECTION OF DIRECTORS

�� Board �� Directors �� intended to set the number of directors at four and to elect four directors for the ensuing year.

The term of office of each of the present Directors expires at the Meeting. The persons named below will �� accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a Director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act �� Act ��

Pursuant to Section 224 of the Act, the Company is required to have an audit committee. As at the date hereof, the members of the Audit and Finance Committee of the Company are Yari Nieken, Chris Andrews, and Wilson Su.

The following table sets out the names of the nominees for election as directors, the province or state and the country in which each is ordinarily resident, all offices of the Company now held by each of them, their principal occupations, the period of time for which each has been a director of the Company, and the number of common shares of the Company beneficially owned by each, or controlled or directed, directly or indirectly, as at the date hereof.

Name, Position,	Principal Occupation or
Province/State and	Employment(1)	Period as a Director of	No. of Shares(1)
Country of Residence(1)(2)		the Company
Yari Nieken
Chief Executive Officer,	Self-Employed Consultant	March 22, 2019	Nil
and Director
British Columbia, Canada
Yuying Liang	Chartered Professional	January 24, 2019	Nil
Director	Accountant
British Columbia, Canada
Chris Andrews	Self-Employed Consultant	Proposed	Nil
Proposed Director
British Columbia, Canada
Wilson Su	Self-Employed Consultant	Proposed	Nil
Proposed Director
British Columbia, Canada

(1) The information as to province/state and country of residence, principal occupation and shares beneficially owned is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
(2) None of the proposed nominees for election as a director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the company acting solely in such capacity.

Management

Set out below is a description of the background of the Directors and executive officers of the Company, ��

Yari Nieken, Chief Executive Officer, and Director

Mr. Nieken has a wide range of public company and capital market experience. He founded Foremost Capital Inc., an exempt market dealer, and continues to consult for numerous issuers in the health care, mineral extraction and wellness sectors. He has served on the boards of several public and private issuers and has raised substantial capital in his career. He was formerly an investment adviser at Union Securities Corp. Mr. Nieken holds an MBA from the Sydney Graduate School of Management and a bachelor of arts from the University of British Columbia.

Usama Chaudry, Chief Financial Officer

Mr. Chaudhry is an experienced businessman who will join the board as an independent director. Mr. Chaudhry sits on a number of public company boards and specializes in executive management services, including corporate development, investor relations, financial reporting, company filings, budgeting and overseeing corporate governance, while achieving company objectives and maintaining internal cost controls.

Yuying Liang, Director

Ms. Liang has vast expertise in financial reporting services for both public and private companies. She has extensive experience in public company environments and full-cycle accounting as well as providing accounting services for business acquisitions and reverse takeovers. Ms. Liang earned her bachelor of business administration from Simon Fraser University, concentrating in both accounting and finance, and holds the professional designation of chartered professional accountant (CPA).

Chris Andrews, Director

Mr. Andrews is a Vancouver based entrepreneur. He has extensive experience providing advisory services in a wide range of growth companies in the agriculture, technology and real estate industries.

Wilson Su, Director

Mr. Su works as a consultant with numerous Public Companies, specializing in commercial real estate and land assembly. He has established an extensive knowledge on the real estate and capital market trends over the years and with over 10 years of real estate experience he has successfully developed and facilitate emerging growth companies.

Orders & Bankruptcies

Except as disclosed below, none of the proposed nominees for election as a director of the Company:

(a) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
(i) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, which order was in effect �� Order �� proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,
(b) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties and Sanctions

None of the proposed nominees for election as a director of the Company have been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

OTHER MATTERS TO BE VOTED ON AT THE MEETING

Appointment of Auditors

Management of the Company will recommend to the Meeting the appointment of MNP LLP, Chartered Professional Accountants as auditors of the Company for the ensuing year. MNP LLP was first appointed auditors of the Company on March 30, 2014.

Approval of Share Option Plan

�� Plan �� the benefit of directors, officers, employees, management employees and consultants of the Company and �� Optionees �� options to purchase common shares of the Company pursuant to the Plan.

The Plan provides that the Directors of the Company may grant options to purchase common shares on terms that the Directors may determine, within the limitations of the Plan. The maximum aggregate number of common shares that may be reserved for issuance under the Plan and all other share compensation �� rolling ��ssuance pursuant to the grant of stock �� exercise price of an option issued under the Plan is determined by the Directors, but may not be less than the closi�� the option less any available discount, in accordance with the policies of the TSXV. No option may be granted for a term longer than 10 years. An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the Optionee ceases to be eligible under the Plan by reason of death, retirement or otherwise.

The Plan provides for the following restrictions: (i) no Optionee may be granted an option if that option would result in the total number of stock options granted to the Optionee in the previous 12 months, exceeding 5% of the issued and outstanding common shares unless the Company has obtained disinterested shareholder approval in accordance with the policies of the TSX Venture Exchange (the � TSXV �� (as defined in the policies of the TSXV) in any 12 month period must not exceed 2% of the issued and outstanding common shares, calculated at the time of grant; and, (iii) the aggregate number of options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding common shares, calculated at the time of grant. In addition, options granted to consultants conducting Investor Relations Activities will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting or such longer vesting period as the Board may determine. Vesting of options is otherwise at the discretion of the Board.

The policies of the TSXV require that the Plan be approved by shareholders on an annual basis at the �� Company and review and acceptance by the TSXV.

A copy of the Plan will be available at the Meeting for review by shareholders. In addition, a copy of the Plan is available on SEDAR at www.sedar.com, or shareholders may obtain a copy of the Plan from the ��

Shareholder Approval of Share Option Plan

Accordingly, the shareholders of the Company will be requested at the Meeting to pass an ordinary resolution in the following terms:

��

the �� share option plan (the � Plan �� as described in the Information Circular of the Company dated July 22, 2019, be and is hereby ratified, confirmed and approved, subject to acceptance by the TSX Venture Exchange with such changes as may be required by the TSX Venture Exchange;
the directors of the Company be and are hereby authorized to amend such provisions of the Plan as may from time to time be necessary for the Plan to comply with the Policies of the TSX Venture Exchange and to facilitate acceptance of filing thereof by the TSX Venture Exchange;
the Company be authorized to grant stock options pursuant and subject to the terms and conditions of the Plan, entitling the option holders to purchase up to that number of common shares that is equal to 10% of the issued and outstanding capital of the Company at the time of the grant; and
any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver all such deeds, 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 and to complete all transactions in connection with the approval of the ��

The Board of Directors has determined that the approval of the Plan is in the best interests of the Company and its shareholders. The Board unanimously recommends that shareholders vote in favour of the resolution approving the Plan. The persons named in the enclosed proxy intend to vote for the approval of the foregoing resolutions at the Meeting unless otherwise directed by the shareholders appointing them.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation

The following table sets forth details of all compensation paid during the two most recently completed financial years of the Company in respect of the individuals who were, at September 30, 2018, the �� CEO �� CFO ��gether �� NEOs �� any of its subsidiaries, whose total compensation was, individually, more than $150,000 for the financial year ended September 30, 2018.

		Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
		Salary,
		consulting fee,		Committee	Value of	Value of all	Total
		retainer or		or meeting		other
Name and		commission	Bonus	fees	perquisites	compensation	compensation
position	Year	($)	($)	($)	($)	($)	($)
Christopher Dyakowski, Former CEO, and Director(1) Ken Phillippe, former CFO, and Director(2)	2018	21,000	Nil	Nil	Nil	Nil	21,000
	2017 2018	21,000 16,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	21,000 16,000
	2017	18,900	Nil	Nil	Nil	Nil	18,900

		Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
		Salary,
		consulting fee,		Committee	Value of	Value of all	Total
		retainer or		or meeting		other
Name and		commission	Bonus	fees	perquisites	compensation	compensation
position	Year	($)	($)	($)	($)	($)	($)

Thomas Dyakowski, former Director(3) Cameron Paddock Former Director, CEO and President(4)	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
Danilen Villanueva Former Director(5) Mo Ahmad Former Director(6)	2018 2017 2018 2017	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil

(1) Christopher Dyakowski resigned as CEO and director on May 3, 2018
(2) Ken Phillippe resigned as a Director of the Company effective as of March 14, 2018 and resigned as CFO on January 24, 2019.

(3) Thomas Dyakowski resigned as a Director of the Company effective as of March 14, 2018.

(4) Cameron Paddock was appointed as CEO, President and Director on May 3, 2018 and resigned from all positions on January 24, 2019

(5) Danilen Villanueva was appointed as a director on March 14, 2018 and resigned on January 24, 2019

(6) Mo Ahmad was appointed as a director on May 3[rd] , 2018

External Management Companies

The NEO of the Company, Yari Nieken is not an employee of the Company.

The Company has no management contracts existing within the financial year

Employment, Consulting and Management Agreements

�� any contract, agreement, plan or arrangement with its NEOs that provide for payments to NEOs at, following or in connection with any termination (whether voluntary, involuntary or constructive) resignation or retirement, or as a result of a change in control of the Company or a change in a NEOs responsibilities.

The Company has no plans pursuant to which it compensates its Directors for services in their capacity as ��

Stock Options and Other Compensation Securities

Compensation Securities

No compensation securities were granted or issued to the Directors or NEOs by the Company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by a Director or NEO during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

��tters to be Voted on at the Meeting � ��

Oversight and Description of Director and Named Executive Officer Compensation

The following discussion provides information about the �� processes, and compensation decisions relating to its Directors and NEOs as listed in the table above ��

The Company is a mineral exploration company whose assets include exploration properties located in �� and then to seek partners to conduct follow-up exploration programs and continue the exploration effort. In most of these partnership arrangements, the Company will continue to act as operator and, in this way, the Company reduces dilution to its share capital and decreases its expenditures. This also allows the Company to continue exploration on these same properties with larger budgets than its own initial investment.

Notwithstanding the foregoing, given that the Company has not, as of yet, generated any significant income or cash flow from operations and operates with limited financial resources to ensure that funds are available to complete scheduled programs, the Board of Directors has to consider not only the financial situation of the Company at the time of the determination of executive compensation for its NEOs, but also the estimated financial situation in the mid and long term. An important element of executive compensation is the grant of incentive stock options by the Company to its Directors and NEOs which do not require cash disbursement by the Company.

Compensation Objectives and Principles

�� development of the Company and its operations and to motivate qualified and experienced executives. The key elements of executive compensation awarded by the Company are: (i) base salary; (ii) potential annual incentive awards; and (iii) incentive stock options. The Board of Directors is of the view that all elements should be considered rather than any single element.

��-based compensation goals.

Compensation Governance

The Nominating and Corporate Governance Committee of the Board of Directors of the Company, through discussions without any formal objectives, criteria or analysis, is responsible for determining all forms of compensation to be granted to the Chief Executive Officer, as well as to its Directors and for reviewing the Chie�� the Corporation, to ensure such arrangements reflect the responsibilities and risks associated with each ��e Committee considers: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of ��shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general. In order to achieve these objectives, the compensation �� form of stock options. No base salary was paid and no stock options were granted to the Directors or NEOs of the Company during the most recently completed financial year ended September 30, 2018. The Company does not currently use any peer group as a methodology for compensation decisions.

Information respecting the members of the Nominating and Corporate Governance Committee are set out ��

Pension Disclosure

The Company does not offer any pension plan benefits to its Directors or NEOs.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate governance is the process and structure used to direct and manage the business and affairs of a Company with the objective of enhancing value for its owners. National Instrument 58-101 of the Canadian Securities Administrators � Disclosure of Corporate Governance Practices �� NI 58-101 �� the Company to disclose a summary of its corporate governance protocols.

Board of Directors

As at the date hereof, the Board consists of four directors, one of whom is an independent director as defined in NI 58-101, meaning that he has no direct or indirect material relationship with the issuer which could, in the view of the Board, reasonably be expected to interfere with the exercise of this independent judgment, and is not otherwise deemed not to be independent. Applying the criteria in NI 58-101, Chris Andrews, Yuying Liang and Wilson Su are independent directors of the Company. Yari Nieken is not considered independent on the basis that that he is a NEO of the Company.

The Board is satisfied that it is not constrained in its access to information, in its deliberations, or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company and that there are sufficient systems and procedures in place to allow the Board to have a reasonable degree of independence from day-to-day management.

Other Directorships

��reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Name of Reporting Issuer
Yari Nieken	Blok Technologies Inc., Le Mare Gold Corp., Navis Resources Corp.,
	Newton Gold Corp., Premier Health Group Inc., Southern Lithium
	Corp.,Westcot Ventures Corp.
Yuying Liang	N/A
Chris Andrews	N/A
Wilson Su	N/A

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for new directors. �� exploration and, as such, orientation has not, to date, been required. Nevertheless, new directors are provided, through discussions and meetings with other directors, officers, and employees, with a thorough ��es. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board.

Ethical Business Conduct

The Board conducts itself with high business and moral standards and follows all applicable legal and �� Code �� directors, officers, employees and consultants. The Code adopted by the Board has been filed with the securities regulators, in accordance with applicable legislation, and is available for viewing on SEDAR at www.sedar.com. The Code establishes practices regarding compliance with the law and internal policies and guidelines, a Whistleblower Policy which details complaint procedures for financial concerns, disclosure obligations, and internal financial control. Each employee, officer, director, and material consultant is provided with a copy of the Code and certifies, among other things, that he or she has understood the Code and that he or she will continue to comply with the terms of the Code.

Nomination of Directors

The Board currently has a Nominating and Corporate Governance Committee consisting of Chris Andrews, Yuying Liang and Wilson Su

The Nominating and Corporate Governance Committee will consider the size of the Board each year when it considers the number of directors to recommend to the Board for director nominees. The criteria for selecting new directors shall reflect the requirements of the listing standards of the TSXV with respect to independence and the following factors:

(a) the appropriate size of the Board;
(b) the needs of the Company with respect to the particular talents and experience of its directors;
(c) personal and professional integrity of the candidate;
(d) level of education and/or business experience;
(e) broad-based business acumen;
(f) the level of understanding of the �� business and the industry in which it operates and �� business;
(g) the ability and willingness to commit adequate time to Board and committee matters;

(h) the fit of the �� in building a Board that is effective, collegial and responsive to the needs of the Company;
(i) the ability to think strategically and a willingness to share ideas; and
(j) diversity of experiences, expertise and background.

Compensation

The Nominating and Corporate Governance Committee, subject to approval by the Board, is responsible for determining all forms of compensation to be granted to the Chief Executive Officer and the Chief �� Compensation Governance ��

Other Board Committees

The Board has only two committees: the Audit and Finance Committee and the Nominating and Corporate Governance Committee.

Assessments

The Board does not formally review the contributions of individual directors; however, it believes that its ��thin that framework.

AUDIT AND FINANCE COMMITTEE

The purpose of the Audit and Finance Committee is to assist the Board in its oversight of the quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial �� and ethics programs of the Company as established by management.

��

��nce Committee Charter is attached as Appendix 1 to this Circular.

Composition of the Audit and Finance Committee

As at the date hereof, the members of the Audit and Finance Committee are Yari Nieken, Chris Andrews, and Wilson Su. In accordance with National Instrument 52-110 Audit Committees of the Canadian �� NI 52-110 �� Chris Andrews and Wilson Su are independent. Yari Nieken is not independent within the meaning of NI 52-�� Board of ��

The members of the Audit and Finance Committee are financially literate within the meaning of NI 52-110 in that they 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 ��statements.

Audit and Finance Committee Oversight

�� Board of Directors of the Company decline to adopt a recommendation of the Audit and Finance Committee to nominate or compensate an external auditor.

Relevant Education and Experience

The education and experience of each member of the Audit and Finance Committee that is relevant to the performance of his responsibilities as an Audit and Finance Committee member and, in particular, any education or experience that would provide the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements;
(b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
(c) experience preparing, auditing, analysing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and �� statements, or experience actively supervising one or more individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting are as follows:

��

Reliance on Certain Exemptions

At no time since the commencement of �� Company relied on an exemption under section 2.4, 6.1.1(4), (5) or (6), or granted under Part 8 of NI 52- 110.

Pre-Approval Policies and Procedures

As at the date of this Circular, the Audit and Finance Committee has not adopted any specific policies or procedures for the engagement of non-audit services.

External Auditor Service Fees

�� years ended September 30, 2018 and September 30, 2017:

Year ended September 30, 2018 Year ended September 30, 2017	Year ended September 30, 2018 Year ended September 30, 2017	Year ended September 30, 2018 Year ended September 30, 2017	Year ended September 30, 2018 Year ended September 30, 2017	Year ended September 30, 2018 Year ended September 30, 2017
Audit fees Audit-related fees Tax fees All other fees Total		$15,500 $Nil $Nil $Nil $15,500		$15,500 $Nil $Nil $Nil $15,500

Exemption for Venture Issuers

The Company is relying upon the exemption in section 6.1 of NI 52-110, which exempts issuers whose shares are listed only on the TSXV from the requirements of Part 3 ( Composition of Audit Committee ) and Part 5 ( Reporting Obligations ).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

��8, the Company had no compensation plans in place under which equity securities of the Company are authorized for issuance.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee or any of their respective associates or affiliates or any proposed nominee for election as a director of the Company is or has been at any time since the beginning of the last completed financial year, indebted to the Company or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular, no informed person of the Company, proposed nominee for election as a director, or any associate or affiliate of the foregoing, had any material interest, ��ecently completed financial year, or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Company since the commencement of the C�� year, or of any proposed nominee for election as a director of the Company, or of any associate or affiliate of any of such persons, in any manner to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

MANAGEMENT CONTRACTS

No management functions of the Company or any of its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company or subsidiary, except as disc��

OTHER BUSINESS

Management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Shareholders may contact the Company at its offices located at 400-837 West Hastings Street, Vancouver, BC V6C 3N6 or by telephone at 604-283-1722 to request a copy of any document referenced herein including the �� comparative financial statements and MD&A for its most recently completed financial year.

DATED at Vancouver, British Columbia, this 22[nd] day of July, 2019.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Yari Nieken" Yari Nieken, Chief Executive Officer

APPENDIX 1 AUDIT AND FINANCE COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF ESSEX MINERALS INC.

Organization

�� Board �� Company �� Committee �� the operations of the Committee.

Membership and Qualifications

The membership of the Committee shall be appointed by the Board and shall consist of at least three directors, the majority of whom will be non-�� Independent Directors ��

Each independent member of the Committee shall be, while at all times a member of the Committee, free �� of independent judgment.

Each member of the Committee shall be, while at all times a member of the Committee, generally knowledgeable in financial and auditing matters, specifically possessing the ability to read and ��tatement of operations and statement of cash flows.

The Board shall appoint one member of the Committee as chair. The chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making committee assignments and reporting to the Board. The chair will also maintain regular liaison with the ��

Role

The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the �� programs of the Company as established by management and the Board shall also perform any other related duties as directed by the Board. In fulfilling this role, the Committee is expected to maintain free and open communications with the independent auditor and management of the Company and shall meet at least once each quarter.

While the Committee has the responsibilities and powers set forth below in this charter under the �� Committee to conduct �� with generally accepted accounting principles. Management is responsible for the preparation of financial statements in accordance with generally accepted accounting principles. It is the role of the independent auditor to audit the financial statements.

Authority

The Committee is granted the authority to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Company. The Committee has the power to engage and determine funding for outside counsel or other experts or advisors as the Committee deems necessary for these purposes and as otherwise necessary or appropriate to carry out its duties. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and for any advisors

employed by the Committee as well as for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Responsibilities and Processes

��

�� the results or findings of its oversight activities to the Board.
�� Having sole authority to appoint, retain and oversee the work of the �� independent auditor �� independent auditor shall report directly to the Committee.
�� Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and/or auditing matters for the confidential, anonymous submission by the �� employees of concerns regarding questionable accounting or auditing matters.
�� Pre-approving all audit services and permissible non-audit services as may be amended from time to time.
�� programs, including the establishment and administration (including the grant of any waiver from) a �� financial officer, principal accounting officer or controller or persons performing similar functions.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible in order to react more effectively to changing conditions and circumstances. The Committee shall t�� business risk practices and ethical behavior.

The following shall be the principal recurring processes of the Committee relating to its oversight responsibilities. These processes are set forth as a guide, with the understanding that the Committee may supplement them as appropriate and is not intended be a comprehensive list of all the actions that the Committee will take in discharging its duties. These processes are:

�� Discussing with the independent auditor the objectivity and independence of the auditor and any �� independent auditor disclosures regarding its independence and written affirmation that the independent auditor is in fact independent, and taking any action, or recommending that the Board take appropriate action to oversee the independence of the independent auditor.
�� Overseeing the independent auditor relationship by discussing with the auditor the nature and scope of the audit process, receiving and reviewing audit reports, and providing the auditor full access to the Committee to report on any and all appropriate matters. The Committee has the sole authority to resolve disagreements, if any, between management and the independent auditor.
�� together and in separate sessions, the adequacy and effectiveness of the accounting and financial controls of the Company and eliciting recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures may be desirable.
�� Providing sufficient opportunity for the independent auditor to meet with the members of the Committee without members of management present. Among the items to be discussed in these

�� personnel and the cooperation that the independent auditor received during the course of the audit.

�� Discussing with management their review of the adequacy of th�� and procedures, the effectiveness of such controls and procedures and any findings following such review.
�� ethical compliance program.
�� Reviewing and discussing with management and the independent auditor prior to the filing of the �� report:
�� information, including the information in the ��
�� and the reasonableness of significant judgments and estimates made by management.
Alternative and preferred treatment of financial information under generally accepted accounting principles.
All material arrangements, off-balance sheet transactions and relationship with any unconsolidated entities or any other persons which may have a material, current or future, effect on the financial condition of the Company.
Any material written communications between the independent auditor and management.
�� thereon.
Any significant finding and recommendations of the independent auditor and �� responses thereto.
�� plan.
Any serious difficulties or disputes with management encountered during the course of the audit.
Any related significant findings and recommendations of the independent auditor together �� thereto.
Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
�� Preparing a report to be included in the �� Information Circular that states the Committee has:
Analyzed and discussed the audited financial statements with management;
�� independence;
Considered the audit and non-audit services provided by the independent auditor, and the fees paid for such services; and

�� The Committee shall review in advance all announcements of interim and annual financial results, as well as any periodic guidance to be publicly released by the Company and discuss such announcements with management and the independent auditors.
�� Reviewing and discussing with management and the independent auditor prior to the filing of the �� Report:
the ��
��ctices and the reasonableness of significant judgments and estimates made by management.
Alternative and preferred treatment of financial information under generally accepted accounting principles.
All material arrangements, off-balance sheet transactions and relationship with any unconsolidated entities or any other persons which may have a material current or future effect on the financial condition of the Company.
�� Reviewing and either approving or disapproving all related party transactions.
�� Submitting the minutes of all meetings of the Committee to, or discussing the matters discussed at each committee meeting with, the Board.
�� Reviewing and assessing the adequacy of this charter annually and recommend any proposed changes to the Board for its approval.

The Chairman of the Committee, or another Committee member designated by the Chairman, is authorized to act on behalf of the Committee with respect to required Committee responsibilities which arise between regularly scheduled Committee meetings, with the independent auditors and management, as well as the pre-approval of non-audit services provided by the independent auditors, as necessary, as ��-filing discussions and preapprovals shall be reported to the Committee at a subsequent meeting.

THIS PAGE INTENTIONALLY LEFT BLANK

AI assistant

Optegra Ventures Inc. — AGM Information 2020

47380_rns_2020-01-29_43a50b11-4112-4266-9074-4b8a1c42f671.pdf

ESSEX MINERALS INC.

AND

INFORMATION CIRCULAR

ESSEX MINERALS INC.

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

ESSEX MINERALS INC.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

INFORMATION FOR BENEFICIAL HOLDERS OF SHARES

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BROKER OR AGENT WELL IN ADVANCE OF THE MEETING TO DETERMINE HOW YOU CAN DO SO.

EXERCISE OF DISCRETION

SUCH SHARES WILL BE VOTED FOR EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

THE COMPANY HAS NO OTHER CLASSES OF VOTING SECURITIES.

ELECTION OF DIRECTORS

Management

Yari Nieken, Chief Executive Officer, and Director

Usama Chaudry, Chief Financial Officer

Yuying Liang, Director

Chris Andrews, Director

Wilson Su, Director

Orders & Bankruptcies

Penalties and Sanctions

OTHER MATTERS TO BE VOTED ON AT THE MEETING

Appointment of Auditors

Approval of Share Option Plan

Shareholder Approval of Share Option Plan

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation

External Management Companies

Employment, Consulting and Management Agreements

Stock Options and Other Compensation Securities

Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Oversight and Description of Director and Named Executive Officer Compensation

Compensation Objectives and Principles

Compensation Governance

Pension Disclosure

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT AND FINANCE COMMITTEE

�������������������������������������

Composition of the Audit and Finance Committee

Audit and Finance Committee Oversight

Relevant Education and Experience

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption for Venture Issuers

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

MANAGEMENT CONTRACTS

OTHER BUSINESS

ADDITIONAL INFORMATION

APPENDIX 1

AUDIT AND FINANCE COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF ESSEX MINERALS INC.

Organization

Membership and Qualifications

Role

Authority

Responsibilities and Processes

More from Optegra Ventures Inc.

Optegra Ventures Inc. AGM Information 2020

��