Opus One Gold Corporation — Proxy Solicitation & Information Statement 2022

Aug 26, 2022

OPUS ONE GOLD CORPORATION

2075 Victoria Street, Suite 220 Saint-Lambert, QC J4S 1H1

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special general meeting of shareholders (the “Meeting”) of Opus One Gold Corporation (the “Corporation”) will be held on September 16, 2022 at 1:00 PM, solely by means of remote communication, rather than in person at the time and for the purposes set forth in the attached Notice of Meeting and at any adjournment thereof :

1. To receive the financial statements of the Corporation for the year ended August 31, 2021 and the auditors’ report;

2. To approve the election of the directors;

3. To appoint the auditors and to authorize the board of directors to establish the auditors’ remuneration;

4. To consider, and if deemed advisable to adopt, a resolution annexed as Schedule “B” to the Information Circular, ratifying and confirming the Corporation’s Stock Option Plan;

5. To consider, and if deemed advisable, adopt a special resolution in the form annexed as Schedule “C” to the Circular, authorizing an amendment to the Articles of the Corporation so as to, if deemed advisable by the board of directors of the Corporation, consolidate, no later than twelve months from the date of the Meeting, the issued and outstanding common shares of the Corporation on the basis of one common share for a maximum of every four common shares issued and outstanding; and

6. To transact such other business as may properly come before the Meeting.

Due to the public health impact of the coronavirus disease, also known as COVID-19, and to mitigate risks to the health and safety of our community, Shareholders, employees and other stakeholders, the Corporation is conducting a virtual meeting of the Shareholders of the Corporation. Shareholders will not be able to attend the Meeting in person. Instead, Registered Shareholders (as defined in the accompanying Information Circular under the heading "Appointment of Proxy") and duly appointed proxyholders can virtually attend, participate, vote or submit questions at the virtual Meeting online by registering at the following link:

• https://fasken.zoom.us/meeting/register/tJ0pd Coqz0qH91EJlntFJe4Y371_LuJgGWA

After registering, you will receive a confirmation email with access instructions.

To ensure a smooth process, the Corporation is asking registered participants to log in by 12:45 p.m. (Montréal time) on September 16, 2022.

Just as they would be at an in-person meeting, Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Information Circular. Registered Shareholders who are unable to attend the virtual Meeting

are requested to complete, sign and date the accompanying form of proxy or voting instruction form in accordance with the instructions provided therein and in the Information Circular and return it in accordance with the instructions and timelines set forth in the Information Circular. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as "guests", but will not be able to participate, submit questions or vote at the virtual Meeting.

Only persons registered as shareholders on the records of the Corporation as of the close of business on August 12, 2022 (the “Record Date”) are entitled to receive notice of, and to vote or act, at the Meeting. No person who becomes a shareholder after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.

If a shareholder receives more than one proxy form because such shareholder owns shares registered in different names or addresses, each proxy form should be completed and returned as indicated in the proxy form.

Since it is desirable that as many shares as possible be represented and voted at the meeting, a shareholder, who is unable to attend the meeting in person, is urged to complete and return the enclosed form of proxy following the instructions therein.

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DATED August 18, 2022.

By order of the Board of Directors

(s) Louis Morin

Louis Morin, Chief Executive Officer

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OPUS ONE GOLD CORPORATION

(the “ Corporation ”)

INFORMATION CIRCULAR

(Containing information as at August 18, 2022 unless indicated otherwise)

SOLICITATION OF PROXIES

The management of the Corporation solicits proxies to be used at the Annual and Special General Meeting of shareholders of the Corporation (the “Meeting”) to be held at the time and place and for the purposes set forth in the attached Notice of Meeting and at any adjournment thereof. It is expected that the solicitation will be made primarily by mail. The cost of this solicitation will be borne by the Corporation. Accordingly, the management of the Corporation has prepared this information circular (the “Information Circular”) that it is sending to all the security holders entitled to receive a notice of meeting.

HOW TO ATTEND, PARTICIPATE AND VOTE AT THE VIRTUAL MEETING

While it is the Corporation's intention to resume holding in-person meetings under normal circumstances, the Meeting will be a completely virtual meeting of Shareholders via webcast in order to deal with the impact of the COVID-19 pandemic and to mitigate risks to the health and safety of our community, Shareholders, employees and other stakeholders. Shareholders will not be able to attend the Meeting in person. Instead, Registered Shareholders (as defined herein) and duly appointed proxyholders will be able to virtually attend, participate and vote at the virtual Meeting on the date and time of the Meeting (being September 16, 2022 at 1:00 p.m.) by clicking registering at the following link:

https://bit.ly/3PMvcjs

After registering, you will receive a confirmation email with access instructions.

QUORUM FOR THE TRANSACTION OF BUSINESS

The Corporation’s By-laws provide that the quorum at a meeting of the shareholders of the Corporation shall be constituted by the attendance of at least two shareholders, present in person or represented by proxy, holding at least 5% of the issued and outstanding shares of the Corporation carrying the right to vote at the Meeting.

APPOINTMENT OF PROXY

A shareholder that holds his shares directly in his name (a “ Registered Shareholder ”) who is unable to attend the Meeting in person is requested to complete and sign the enclosed form of proxy and to deliver it to Computershare Investor Services Inc. (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by facsimile to 416-263-9524 or 1-866-249-7775. A Registered Shareholder may also vote using the internet at www.investorvote.com or telephone at 1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (Montreal time) on September 14, 2022 or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof.

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The document appointing a proxy must be in writing and executed by the Registered Shareholder or his attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Registered Shareholder submitting a form of proxy has the right to appoint a person (who need not be a shareholder) to represent him or her at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. The persons named in the enclosed form of proxy are directors and officers of the Corporation. To exercise that right, the name of the Registered Shareholder’s appointee should be legibly printed in the blank space provided. In addition, the Registered Shareholder should notify the appointee of his or her appointment, obtain his or her consent to act as appointee and instruct him or her on how the Registered Shareholder’s shares are to be voted.

Shareholders who are not Registered Shareholders should refer to the section “Advice to Non-Registered Shareholders” below.

REVOCATION OF PROXY

A Registered Shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a Registered Shareholder who has given a proxy personally attends the Meeting at which that proxy is to be voted, that Registered Shareholder may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Registered Shareholder or his attorney or authorized agent and deposited with (i) Computershare Investor Services Inc. at any time up to 5:00 p.m. (Montreal time) on September 14, 2022 by mail or by hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by facsimile to 416-263-9524 or 1-866-249-7775, (ii) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or (iii) with the chairman of the Meeting on the day of the Meeting before the commencement of the Meeting, or any adjournment thereof, and upon any such deposit, the proxy will be revoked.

EXERCISE OF DISCRETION BY PROXIES

The management undertakes to respect the holder's instructions. Shares represented by properly-executed proxies in favour of the persons designated in the enclosed form of proxy, in the absence of any direction to the contrary, will be voted for the: (i) election of directors; (ii) appointment of auditor; (iii) resolution ratifying, approving and confirming the Stock Option Plan of the Corporation as stated under such headings in this Circular; and (iv) special resolution authorizing an amendment to the Articles of the Corporation so as to, if deemed advisable by the board of directors of the Corporation, consolidate the issued and outstanding common shares of the Corporation on the basis of one common share for a maximum of every four common shares issued and outstanding, as stated under such headings in this Circular.

In the absence of any indication by the mandatory or in the event the right to vote ought not to be exercised with regard to a question, the agent will exercise the right to vote IN FAVOUR of each question defined on the form of proxy, in the notice of meeting or in the Information Circular.

Unless otherwise specified herein, all resolutions will be adopted by a simple majority of the votes represented at the Meeting.

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Management does not know and cannot foresee at the present time any amendments or new points to be brought before the Meeting. If such amendments or new points were to be brought before the Meeting, the persons named in the enclosed form of proxy will vote on such matters in the way they consider advisable.

ADVICE TO NON REGISTERED SHAREHOLDERS

The information set forth in this section should be reviewed carefully by the non-registered shareholders. Shareholders who do not hold their shares in their own name (“Beneficial Shareholders”) should note that only proxies deposited by Registered Shareholders whose names appear on the records maintained by the Corporation’s registrar and transfer agent as registered holders of shares will be recognized and acted upon at the Meeting . If shares are listed in an account statement provided to a shareholder by a broker, those shares will, in all likelihood, not be registered in the shareholder’s name. Such shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting .

National Instrument 54-101 - Communication with beneficial Owners of Securities of a Reporting Issuer (“ NI-54-101 ”) requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to Registered Shareholders.

The vast majority of brokers now delegate responsibility of obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ BFSI ”) in Canada. BFSI typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to BFSI, or otherwise communicate voting instructions to BFSI (by way of the Internet or telephone, for example). BFSI then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a BFSI voting instruction form cannot use that form to vote shares directly at the Meeting. The voting instruction forms must be returned to BFSI (or instructions respecting the voting of shares must otherwise be communicated to BFSI) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through a broker or other intermediary, please contact your broker or other intermediary of assistance.

This Information Circular and accompanying materials are being sent to both Registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own (“ Objecting Beneficial Owners ”, or “ OBO’s ”) and those who do not object to their identity being known to the issuers of the securities they own (“ Non-Objecting Beneficial Owners ”, or “ NOBO’s ”). Subject to the provision of NI-54-101 issuers may request and obtain a list of their NOBO’s from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common

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

The Corporation’s OBO’s can expect to be contacted by BFSI or their brokers or their broker’s agents as set out above.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting shares registered in the name of his or her broker (or his or her broker’s agent), a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the shares as proxyholder for the Registered Shareholder by entering his or her own name in the blank space on the proxy form provided to him or her by his or her broker (or his or her broker’s agent) and return it to that broker (or that broker’s agent) in accordance with the broker’s instructions (or the agent’s instructions).

All references to shareholders in this Information Circular, the enclosed form of proxy and the Notice of Meeting are to the Registered Shareholders unless specifically stated otherwise.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any of the following persons in any matter to be acted upon at the Meeting:

• a) each person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year;

• b) each proposed nominee for election as a director of the Corporation; and

• c) each associate or affiliate of any of the foregoing.

AUTHORIZED CAPITAL STOCK, VOTING SECURITIES, AND PRINCIPAL HOLDERS THEREOF

The authorized capital stock of the Corporation consists of an unlimited number of common shares without par value. Each common share entitles its holder to one vote. On the date hereof, there were 122,570,921 common shares of the Corporation issued and outstanding.

The board of directors of the Corporation (the “ Board ”) fixed the close of business on August 12, 2022 the record date (the “ Record Date ”) for determining which shareholders shall be entitled to receive notice of the Meeting and to vote in person or by proxy at the Meeting or any adjournment thereof. Pursuant to the Canada Business Corporations Act , the Corporation is required to prepare, no later than ten (10) days after the Record Date, an alphabetical list of the shareholders entitled to vote as of the Record Date that shows the number of shares held by each shareholder. A shareholder whose name appears on the list referred to above is entitled to vote the shares shown opposite his or her name at the Meeting. The list of shareholders is available for inspection during usual business hours at the management office of the Corporation.

As at the date hereof, to the knowledge of management of the Corporation, no person holds 10% or more of the issued shares of the Corporation.

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MATTERS FOR CONSIDERATION AT THE MEETING

PRESENTATION OF FINANCIAL STATEMENTS

The Corporation’s annual financial statements for the fiscal year ended August 31, 2021 and the auditors’ report thereon will be presented to the Meeting but will not be subject to a vote.

ELECTION OF DIRECTORS

The Articles of the Corporation provide that the members of the Board are elected annually. Each director holds office until the next annual meeting of shareholders or until his successor is elected or appointed.

The mandates of Louis Morin, Michael W. Kinley, Patrick Fernet, Anthony Croll and Charles Chevrette will expire at the Meeting of September 16, 2022. The Corporation does not contemplate that any of the nominees will be unable to serve on the Board but, if this should occur for any reason prior to the Meeting, the person named in the enclosed form of proxy reserves the right to vote for another nominee at his discretion unless the shareholder has indicated in the form of proxy his wish to abstain from exercising the voting rights attached to his shares at the time of the election of the directors.

Set out below in tabular form, are the names of all individuals proposed to be nominated by the management of the Corporation as directors together with related information:

Name	Director since	Office held	Number of shares controlled	Present occupation
Louis Morin(1) Quebec, Canada	November 26, 2015	Chief Executive Officer and Director	378,000	Chief Executive Officer of the Corporation
Michael W. Kinley Nova Scotia, Canada	October 8, 1997	President, Chief Financial Officer and Director	1,183,147(2)	Chartered Accountant, President, Winslow Associates Management & Communications Inc. - January 1994 to date. Chief Financial Officer and Director of the Corporation
Patrick Fernet(1) Quebec, Canada	May 31, 2002	Director	1,038,750	Solicitor, sole practitioner - January 2001 to date
Anthony Croll(1) Quebec, Canada	January 20, 2012	Director	680,000	Vice President at Individual Investment Corporation-2006 to date
Charles Chevrette Quebec, Canada	November 8, 2021	Director	800,000	Lawyer, and Partner at Fasken Martineau DuMoulin LLP

(1) Members of the Audit Committee.

(2) Michael W. Kinley holds 947,147 shares personally, and the balance are held indirectly through his company Winslow Associates Management & Communications Inc.

Each nominee has supplied the information concerning the number of common shares over which he exercises control or direction.

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Except for Me Charles Chevrette whose biography appears below, all of the nominees whose names are hereinabove mentioned were elected directors of the Corporation at a shareholders’ meeting for which a circular was issued.

Biography

Me Charles Chevrette is partner within the business law group the Fasken Martineau DuMoulin LLP Montreal office. He has been a member of the Quebec Bar since 1993 and enjoys a solid reputation in Quebec in the areas of private equity, venture capital, mergers and acquisitions, and governance. With indepth knowledge of the industry and the market as well as proven transactional know-how, Me Chevrette is well acquainted with the Quebec business community. He has first-hand experience with key institutional players and knows the specifics of their business needs. Me Chevrette is strategic advisor to numerous Quebec companies and Canadian legal advisor to multinationals and international investors operating in Canada. His expertise in public policy is sought after, particularly in commercial and financial transactions involving government entities. Before devoting himself to the practice of law, Me Chevrette worked in politics as the Leader of the Official Opposition office in the House of Commons and in the office of the Premier of Québec. Me Chevrette is also the author of several books and articles on Québec and Canadian corporate law.

Orientation and Continuing Education

The Corporation does not currently have a formal orientation program for new directors. The Board has not at this time taken any measures to provide continuing education for the directors. However, the directors of the Corporation are encouraged to attend, at the Corporation’s expense, any seminar given by the Exchange or the Canadian Securities Administrators relating to the management of a public company or relating to their responsibilities as a director of a public company. Furthermore, the directors are given access to the Corporation’s legal advisors for any questions they may have relating to such responsibilities.

Ethical Business Conduct

In light of the Corporation’s stage of development and its limited number of employees, the Board has not taken formal steps to encourage and promote a culture of ethical business conduct.

Nomination of Directors and Disclosure Relating to Diversity

The Board does not have a nominating committee. The current size and composition of the Board allow the entire Board to take the responsibility for finding and nominating new directors, taking into consideration the competencies, skills, experiences, and ability to devote the required time.

The Corporation has not adopted term limits for its directors or other mechanisms of Board renewal. The Corporation is aware of the positive impacts of bringing new perspectives to the Board, and therefore does occasionally add new members; however, it values continuity on the Board of Directors and the in-depth knowledge of the Corporation held by those members who have a long-standing relationship with the Corporation.

The Corporation does not currently have a written policy relating to the identification and nomination of women, Aboriginal peoples, persons with disabilities or members of visible minorities as directors. Historically, the Corporation has not felt that such a policy was needed. However, the Corporation is currently considering the adoption of such a policy.

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When the Board selects candidates for executive or senior management positions or for director positions, it considers not only the qualifications, personal qualities, business background and experience of the candidates, it also considers the composition of the group of nominees, to best bring together a selection of candidates allowing the Corporation’s management or Board, as the case may be to perform efficiently and act in the best interest of the Corporation and its shareholders. The Corporation is aware of the benefits of diversity at the executive and senior management levels and on the Board, and therefore the level of representation of women, Aboriginal peoples, persons with disabilities and members of visible minorities is one factor taken into consideration during the search process for executive and senior management positions or for directors.

The Corporation has not adopted a “target” number or percentage regarding women, Aboriginal peoples, persons with disabilities or members of visible minorities on the Board or in executive or senior management positions. The Corporation considers candidates based on their qualifications, personal qualities, business background and experience, and does not feel that targets necessarily result in the identification or selection of the best candidates.

There are at present no women, Aboriginal peoples, persons with disabilities or members of visible minorities on the Board or as executive officers of the Corporation.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, except as disclosed below, none of the foregoing nominees for election as a director of the Corporation:

• (a) is, or within the last ten years, has been a director, chief executive officer, or chief financial officer of any company that:

• (i) was the subject of a cease trade, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which, in all cases, was in effect for a period of more than 30 consecutive days (an “ Order ”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer of such company; 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 of such company; or

• (b) is, or within the last ten years has been, a director or executive officer of any company that, while the proposed director 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 last ten years, 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 his assets.

To the knowledge of the Corporation, none of the nominees for election as director of the Corporation has been subject to:

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• (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 security holder in deciding whether to vote for a proposed director.

You can vote for the election of all the candidates described above, vote for the election of some of them and withhold from voting for others, or withhold from voting for all of them. Unless otherwise instructed, the persons named in the accompanying form of proxy will vote FOR the election of each of the candidates described above as director of the Corporation.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

Interpretation

“Named executive officer” (“ NEO ”) means:

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

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

• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, 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 Corporation, nor acting in a similar capacity, at the end of that financial year.

The NEOs who are the subject of this Compensation Discussion and Analysis are Michael W. Kinley, President and Chief Financial Officer and Louis Morin, Chief Executive Officer.

Compensation Program Objectives

The objectives of the Corporation’s executive compensation program are as follows:

• to attract, retain and motivate talented executives who create and sustain the Corporation’s continued success;

• to align the interests of the Corporation’s executives with the interests of the Corporation’s shareholders; and

• to provide total compensation to executives that is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions.

Overall, the executive compensation program aims to design executive compensation packages that meet executive compensation packages for executives with similar talents, qualifications and responsibilities at companies with similar financial, operating and industrial characteristics. The Corporation is a mining company involved in exploration and will not be generating significant revenues from operations for a significant period of time. As a result, the use of traditional performance standards, such as corporate

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profitability, is not considered by the Corporation to be appropriate in the evaluation of the performance of the Corporation’s executives.

Purpose of the Compensation Program

The Corporation’s executive compensation program has been designed to reward executives for reinforcing the Corporation’s business objectives and values.

Elements of Compensation Program

The executive compensation program consists of a combination of base salary/consulting fees and stock options.

Purpose of Each Element of the Executive Compensation Program

The base salary/consulting fees of an NEO is intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration.

The use of stock options encourages and rewards performance by aligning an increase in each NEO’s compensation with increase in the Corporation’s performance and in the value of the shareholders’ investments.

Determination of the Amount of Each Element of the Executive Compensation Program

Base Salary/Consulting fees

The base salary/consulting fees review of each NEO takes into consideration the current competitive market conditions, experience and the particular skills of the NEO. Base salary/consulting fees is not evaluated against a formal “peer group”. The Board relies on the general experience of its members in setting base salary/consulting fees amounts.

Stock Options

The Corporation has established a formal plan (the “ Stock Option Plan ”) under which stock options are granted to directors, officers, employees, and consultants as an incentive to serve the Corporation in attaining its goal of improved shareholder value. The Board is responsible for granting options to the NEOs. Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Corporation, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs. When new options are granted, the Board takes into account the previous grants of options, the number of stock options currently held, position, anticipated contribution to the Corporation’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Corporation in compensating, attracting, retaining and motivating the officers, directors and employees of the Corporation and to closely align the personal interest of such persons to the interest of the shareholders. The exercise price of the stock options granted is generally determined by the market price at the time of grant, less any allowable discount.

The Board makes these determinations subject to the provisions of the existing Stock Option Plan and, where applicable, the policies of the Exchange.

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Compensation Risk Management

The Board has not proceeded to an evaluation of the implications of the risks associated with the Corporation’s compensation policies and practices. The Corporation has not adopted a policy forbidding directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Corporation’s securities granted as compensation or held, directly or indirectly, by directors or officers. The Corporation is not, however, aware of any directors or officers having entered into this type of transaction.

External Compensation Consultants

During the fiscal years ended August 31, 2019, 2020 and 2021, the Corporation did not retain the services of executive compensation consultants to assist the Board in determining compensation for any of the Corporation’s NEOs or directors.

Link to Overall Compensation Objectives

Each element of the executive compensation program has been designed to meet one or more objectives of the overall program.

The fixed base salary/consulting fees of each NEO, combined with the granting of stock options, has been designed to provide total compensation which the Board believes is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions.

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A - COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table presents information concerning all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, to NEOs by the Corporation for services in all capacities to the Corporation during the three most recently completed financial years:

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long- term incentive plans
Louis Morin CEO	2021 2020 2019	120,000 120,000 120,000	- - -	- - -	- - -	- - -	- - -	- - -	120,000 120,000 120,000
Michael W. Kinley President and CFO	2021 2020 2019	72,000 72,000 72,000	- - -	- - -	- - -	- - -	- - -	- - -	72,000 72,000 72,000

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information in respect of all share-based awards and option-based awards outstanding at the end of the most recently completed financial year to the NEOs of the Corporation total was nil:

Name	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Michael W. Kinley	750,000	0.10	August 12, 2025	7,500	-	-	-
	-	-	-	-	-	-	-
Louis Morin	1,000,000	0.10	August 12, 2025	10,000	-	-	-

Incentive Plan Awards - Value Vested or Earned During the Most Recently Completed Financial Year

The following table presents information concerning value vested with respect to option-based awards and share-based awards for each NEO during the most recently completed financial year:

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Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Louis Morin	-	-	-
Michael W. Kinley	-	-	-

Pension Plan Benefits

The Corporation does not have a defined benefits pension plan or a defined contribution pension plan.

Termination and Change of Control Benefits

The employment agreements of Louis Morin and Michael W. Kinley provide that if the employment agreements are terminated within sixty (60) days before or within one hundred eighty (180) days after a Change of Control (as defined below) of the Corporation, then Mr. Morin or Mr. Kinley shall be entitled to receive a lump sum at the time of termination, an amount equal to the current consulting fees Mr. Morin ($120,000) or Mr. Kinley ($72,000) would have been entitled to receive for a period of twelve (12) months, after such termination had the Change of Control not occurred.

A Change of Control is defined as follows:

• (a) any change in the holding of the shares of the Corporation as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group within the meaning of the Canada Business Corporations Act , other than Mr. Morin or M. Kinley, depending on the employment agreement, and his respective associates becomes the owner or holder, directly or indirectly, of fifty (50%) per cent or more of the shares in the capital of the Corporation or exercises control or direction over fifty (50%) per cent or more of the shares of the Corporation; or

• (b) a sale, lease or other disposition of all or substantially all of the property or assets of the Corporation (other than to an affiliate which assumes all of the obligations of the Corporation to Mr. Morin or Mr. Kinley including the assumption of the employment agreement); or

• (c) a reorganization, amalgamation or merger (or plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and one or more of its affiliates, with respect to which substantially all of the persons who were the owners or holders of the shares in the capital of the Corporation immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, own or hold, directly or indirectly, more than fifty (50%) per cent of the aggregate voting power of all outstanding equity shares of the Corporation;

• (d) a change in the composition of the Board which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholder's resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or

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• (e) the consummation of a reorganization, plan of arrangement, merger or other transaction which has substantially the same effect as (a) to (d) above.

B - DIRECTORS COMPENSATION

Director Compensation Table

The following table sets forth information with respect to all amounts of compensation provided to the directors of the Corporation (other than NEO’s) for the most recently completed financial year:

Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)(1)
	-	-	-	-	-	-

(1) Fees paid for consultant services provided to the Corporation.

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information in respect of all share-based awards and option-based awards outstanding at the end of the most recently completed financial year to the directors (other than NEO’s) of the Corporation, totalling 400,000 options.

Name	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Patrick Fernet	200,000	0.10	August 12, 2025	2,000
Anthony Croll	200,000	0.10	August 12, 2025	2,000	-	-	-

(1) Based on a closing price of $0.045 per share on August 31, 2021.

Incentive Plan Awards - Value Vested or Earned During the Most Recently Completed Financial Year

The following table presents information concerning value vested with respect to option-based awards and share-based awards for the directors of the Corporation (other than NEO’s) during the most recently completed financial year:

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Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
None	Nil	Nil	Nil

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as of the end of the most recently completed financial year, all required information with respect to compensation plans under which equity securities of the Corporation are authorized for issuance:

authorized for issuance:
Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	5,350,000	$0.11	6,543,759
Equity compensation plans not approved by security holders	-	-	-

Stock Option Plan

The Corporation’s Stock Option Plan was adopted by the Board on November 25, 2005, amended on October 20, 2009 and on November 5, 2013. Pursuant to the Stock Option Plan:

1. The maximum number of common shares which may be issued for all purposes under the Stock Option Plan shall be equal to 10% of the issued and outstanding shares of the Corporation at the time of the grant of the options.

2. Any common shares subject to an option which for any reason is cancelled or terminated without having been exercised, shall again be available for grants under the Stock Option Plan.

3. The maximum number of common shares which may be reserved for issuance in favour of an optionee, in any twelve (12) month period, is limited to 5% of the shares issued and outstanding.

4. The maximum number of common shares which may be reserved for issuance in favour of a consultant, in any twelve (12) month period, is limited to 2% of the shares issued and outstanding.

5. The total number of common shares which may be reserved for issuance to people employed to provide investor relation activities may not exceed, in any twelve (12) month period, 2% of the shares issued and outstanding and options granted to such people must vest in stages over 12 months with no more than 25% of the options vesting in any three (3) month period.

6. The exercise price as determined by the Board in its sole discretion, shall not be less than the closing price of the Corporation’s shares traded through the facilities of the Exchange on the day prior to the date of grant, less allowable discounts, in accordance with the policies of the

7. 17 -

Exchange or such other price as may be required or permitted by the Exchange, subject however to a minimum exercise price of $0.10 per common share.

1. Options are exercisable for a maximum period of ten (10) years.

2. If the option holder ceases to be a director, employee or a consultant of the Corporation (other than by reason of death) then the option granted shall expire on a date which is no later than the 90[th] day following the date that the option holder ceases to be a director, employee or consultant of the Corporation, as the case may be, subject to the terms and conditions set out in the Stock Option Plan.

3. All options granted pursuant to the Stock Option Plan are subject to vesting provisions which provide for the vesting of one quarter of the option on the date of grant and one quarter every six months thereafter, or such other vesting requirements as may be required by the Exchange.

4. The Board retains the discretion to impose vesting periods on any options granted.

5. The options are non-assignable and not-transferable.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the fiscal year ended August 31, 2021, and as at the date of this Information Circular, none of the directors, executive officers, employees (or previous directors, executive officers, or employees of the Corporation), each proposed nominee for election as a director of the Corporation (or any associate of a director, executive officer or proposed nominee) was or is indebted to the Corporation with respect to the purchase of securities of the Corporation and for any other reason pursuant to a loan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The management of the Corporation is not aware of any material interest, direct or indirect, that any director, proposed director, officer, shareholder of the Corporation holding, directly or indirectly, as beneficial owner, more than 10% of the outstanding common shares of the Corporation or any associate or affiliate of any such persons would have in any material transaction concluded since the beginning of the last financial year of the Corporation or in any proposed transaction which had or could have a material effect on the Corporation, other than what is disclosed in this Information Circular.

APPOINTMENT OF AUDITORS AND AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS

Davidson & Company LLP, Chartered Accountants, of 1200 – 609 Granville Street, Vancouver, British Columbia, V7Y 1G6, are the auditors of the Corporation. The Board proposes the reappointment of Davidson & Company LLP, Chartered Accountants, as auditors of the Corporation for the financial year ending August 31, 2021. Furthermore, for practical reasons, it is timely at the Meeting to authorize the Board to fix the remuneration of the auditors.

The persons designated in the accompanying form of proxy will vote IN FAVOUR of the appointment of Davidson & Company LLP as auditors and that the Board be authorized to fix the auditors remuneration, unless the shareholder specifies in his form of proxy his wish to withhold from voting.

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OTHER MATTERS TO BE ACTED UPON

APPROVAL OF THE STOCK OPTION PLAN

The material terms and conditions of the Stock Option Plan are set out under the heading “ Stock Option Plan ” in this Information Circular.

Under the Stock Option Plan, the Board may, from time to time and at its discretion, grant to directors, officers, employees or consultants of the Corporation options to acquire common shares of the Corporation, provided that the number of options granted does not exceed a maximum of 10% of the aggregate number of common shares of the Corporation issued and outstanding.

Consequently, the number of common shares that are reserved under the Stock Option Plan is automatically increased or decreased as the number of issued and outstanding common shares of the Corporation increases or decreases.

This is known as a “rolling” stock option plan.

Under the rules of the Exchange, a “rolling” stock option plan must receive shareholder approval yearly, at the annual meeting of shareholders.

Accordingly, the Corporation’s shareholders will be asked to adopt a resolution in the form annexed hereto as Schedule “B”. In order to be adopted, the resolution must be approved by a majority of the votes cast by the shareholders, either present in person or represented by proxy at the Meeting.

Unless otherwise specified, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of the resolution approving the Stock Option Plan.

SHARE CONSOLIDATION

As at August 18, 2022, there were 122,570,921 issued and outstanding common shares of the Corporation. The Corporation considers that without a share consolidation, it may be more difficult for the Corporation to effect future financings.

Accordingly, shareholders will be asked to approve a special resolution in the form annexed hereto as Schedule “C” (the “ Special Resolution ”), authorizing, if deemed advisable by the board of directors, an amendment to the Articles of the Corporation so as to consolidate the issued and outstanding common shares of the Corporation on the basis of one share for a maximum of every four common shares issued and outstanding (the “ Share Consolidation ”). In order to be adopted, the Special Resolution must be approved by at least two-thirds of the votes cast by the holders of the common shares, either present in person or represented by proxy at the Meeting. Unless otherwise specified, the persons named in the accompanying form of proxy intend to vote for the Special Resolution.

If the Special Resolution is adopted by the shareholders, Articles of Amendment will be filed if and when deemed advisable by the board of directors in its discretion, but in no case later than twelve months from the date of the Meeting. In such event, subject to the maximum referred to above, the determination of the basis for the consolidation will be at the discretion of the board of directors. Notwithstanding the foregoing, the Special Resolution authorizes the board of directors to abandon the proposed amendment to the Articles of the Corporation without further approval from the shareholders. Unless otherwise specified, the persons named in the accompanying form of proxy intend to vote for the Special Resolution. The Articles of Amendment will not have any effect on the operations of the Corporation.

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If the Share Consolidation would result in a Registered Shareholder holding a fraction of a share, no fraction or fractional share or certificate will be issued. In the event that the Share Consolidation would result in a Registered Shareholder holding a fraction of a common share, such fractional common share shall be rounded down to the nearest whole number of common shares and any fractional common share post-Share Consolidation will be cancelled without payment of any consideration. In all other respects, the post-consolidation common shares will have the same attributes as the existing common shares. The Share Consolidation will not change a shareholder's proportionate interest in the Corporation, even though such ownership will be represented by a smaller number of common shares.

The principal effect of the Share Consolidation will be that the number of common shares issued and outstanding will be reduced from 122,570,921 common shares as of August 18, 2022 to between 61,285,460 2:1 and 30,642,730 4:1 common shares, depending on the ratio selected by the board of directors. The following table sets out the percentage reduction in the number of outstanding common shares and the number of common shares that would be outstanding as a result of a consolidation at the ratios indicated:

Proposed Consolidation Ratio	Percentage Reduction in Number of Outstanding Common Shares	Number of Outstanding Common Shares Post-Consolidation
1 for 2	50%	61,285,460
1 for 4	75%	30,642,730

In general, the Share Consolidation will not be considered to result in a disposition of common shares by shareholders for Canadian federal income tax purposes. The aggregate adjusted cost base to a shareholder for such purposes of all common shares held by the shareholder will not change as a result of the Share Consolidation; however, the shareholder’s adjusted cost base per common share will increase proportionately.

There can be no assurance, however, that the total market capitalization of the Corporation (the aggregate value of all common shares at the market price then in effect) immediately after the Share Consolidation will be equal to or greater than the total market capitalization immediately before the Share Consolidation. In addition, there can be no assurance that the per-share market price of the common shares following the Share Consolidation will equal or exceed the direct arithmetical result of the Share Consolidation. In addition, a decline in the market price of the common shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of a Share Consolidation and the liquidity of the common shares could be adversely affected.

In addition to the issued and outstanding common shares, the common shares currently reserved for issuance by the Corporation will be adjusted to give effect to the Share Consolidation, such that the number of consolidated common shares issuable will equal the number obtained when the number of common shares issuable is divided by the conversion number and the exercise prices of outstanding options to purchase consolidated common shares will equal the price obtained by multiplying the existing exercise price by the conversion number.

If the Special Resolution is passed at the Meeting and the board of directors decides to proceed with the Share Consolidation, the Corporation will announce that it is proceeding with the consolidation. Registered Shareholders should then, at that time, complete, sign and return the Letter of Transmittal that will be sent to such registered holders, along with the share certificate(s) representing their pre-

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consolidation common shares, to Computershare Investor Services Inc. at one of the addresses in the Letter of Transmittal. Upon receipt of a properly-completed and signed Letter of Transmittal and the share certificate(s) referred to in the Letter of Transmittal, the Corporation will arrange to have a new share certificate representing the appropriate number of post-consolidation common shares delivered in accordance with the instructions provided by the holder in the Letter of Transmittal. No delivery of a new certificate to a shareholder will be made until the shareholder has surrendered his current issued certificates. Until surrendered, each share certificate formerly representing old common shares shall be deemed for all purposes to represent the number of new common shares to which the holder is entitled as a result of the Share Consolidation.

If a shareholder’s common shares are registered in the name of a nominee (e.g. a trust company, securities broker, or other financial institution), the shareholder will not receive a Letter of Transmittal and should contact its nominee to determine if the shareholder need to do anything to effect the consolidation of its common shares.

AUDIT COMMITTEE

Charter of the Audit Committee

The text of the audit committee’s charter is attached hereto as Schedule “A”.

Composition of the Audit Committee

The members of the Audit Committee of the Corporation are Patrick Fernet, Anthony Croll and Louis Morin. All such members are financially literate. Louis Morin is not considered as an independent member of the Audit Committee in light of his position as Chief Executive Officer of the Corporation. Patrick Fernet and Anthony Croll are considered as independent members of the Audit Committee.

Education and Relevant Experience

The education and related experience of each of the members of the Audit Committee that is relevant to the performance of his responsibilities as a member of the Audit Committee is set out below:

Patrick Fernet is a lawyer and a graduate of the University of Montreal. He has also successfully completed the Canadian Securities Course and he is a graduate in business administration of the Cegep Jean-de-Brébeuf. Over the past 18 years, he has been working as a legal consultant on business and financial matters for small cap emerging companies. Through these years, he has been involved and has acquired a wide experience in the legal, the accounting and the financial sector. He is also a director, an officer and a member of the audit committee of two other public companies.

Anthony Croll has been a Vice-president since 2006 at Individual Investment Corporation, a commercial and residential real estate finance company and property management firm in Montreal. From 2004 to 2006, Mr. Croll was a Partner at Linear Capital Corporation, a Limited Market Dealer and corporate advisory firm he co-founded in Toronto in 1998. From 2001 to 2004, Mr. Croll was a Partner at Goodrich Capital Canada, an international M&A advisory firm.

Louis Morin is active in the financial sector since 1986. He started his financial career as Account Executive and Investment Advisor with major Canadian brokerage firms. His duties included assisting companies financing, listing companies and migration toward larger Stock Exchanges. Louis was instrumental in raising more than 250 million $ for different mining exploration and development projects along with technology start-ups. He was director of Quebec Mineral Exploration Association for eight

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years, as Vice President Communications for two years.

Audit Committee Oversight

At no time since the commencement of the latest Corporation’s financial year was a recommendation of the audit committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the latest Corporation’s financial year has the Corporation relied on the exemption provided under section 2.4 of NI 52-110 ( De minimis Non-audit Services ) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions ).

However, the Corporation is not required to comply with Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of NI 52-110 given that it is a venture issuer as defined in NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee of the Corporation has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee’s charter attached hereto as Schedule “A”.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two (2) fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit-Related Fees	Tax Fees(1)	All Other Fees
August 31, 2021	20,805	0	6,500	-
August 31, 2020	$29,101	6,900	$7,475
August 31, 2019	$29,670	-	$6,150	-

(1) Preparation of tax returns.

CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 - Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201 - Corporate Governance Guidelines . These Guidelines are not prescriptive, but have been used by the Corporation in adopting its corporate governance practices. The Corporation’s approach to corporate governance is set out below.

The Corporation’s Board is constantly engaged in an ongoing review of the Corporation’s corporate governance practices. The Board considers good corporate governance to be central to the effective and efficient operations of the Corporation. The Board believes that a flexible approach to corporate governance practices is important in order to allow the Corporation to adopt a governance framework best suited for the Corporation. The Board believes that in the case of some of the Guidelines, alternative approaches may be preferable given the Corporation’s particular circumstances.

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Board of Directors

Management is nominating five (5) individuals to the Corporation’s Board.

Independent Directors

The independent directors or nominees of the Corporation are Anthony Croll, Patrick Fernet and Charles Chevrette.

Non Independent Director

The non-independent directors of the Corporation are (i) Michael W. Kinley in light of his position as President and Chief Financial Officer of the Corporation, and (ii) Louis Morin in light of his position as Chief Executive Officer of the Corporation.

The Board does not currently have a Chair and does not consider that, at this stage of the Corporation’s development, it is necessary to have one.

Mandate of the Board of Directors

The primary responsibility of the Board is to foster the long-term success of the Corporation, consistent with the objective of enhancing shareholder value. The Board’s mandate is to set long term goals and objectives for the Corporation, to formulate the plans and strategies necessary to achieve those objectives and supervise the Corporation’s management in their implementation, and to generally oversee the business affairs of the Corporation. Although the Board has delegated to management the responsibility for managing the day to day affairs of the Corporation, the Board retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Corporation and its business.

The CEO and CFO of the Corporation, who are also members of the Board, currently administer shareholder communications. Management is responsible for implementing internal controls and management information systems, the integrity of which is monitored by the Audit Committee. The unrelated directors that sit on the Audit Committee meet with the Corporation’s external auditors on an annual basis to provide input with respect to the Corporation’s internal controls.

The Board has not adopted a formal written mandate.

Directorships

The following directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction:

Name of Director	Issuer
Patrick Fernet	VVC Exploration Corporation KDA Group Inc.
Michael Kinley	KDA Group Inc. Canada One Mining Corp. EXMceuticals Inc. Silver Spruce Resources Inc.

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Orientation and Continuing Education

The Board does not have any formal policies with respect to the orientation of new directors nor does it take any measures to provide continuing education for the directors. At this stage of the Corporation’s development the Board does not feel it necessary to have such policies or programs in place.

Ethical Business Conduct

To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Corporation’s operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Corporation grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

Nomination and Assessment

Nominees are recruited by the Board, which involves both formal and informal discussions among Board members and the CFO. The Board monitors, but does not formally assess, the performance of individual Board members and their contributions.

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Corporation’s size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time.

Compensation

The quantity and quality of the Board compensation is reviewed on an annual basis. At present, the Board is satisfied that the current compensation arrangements, which save for the NEOs, will consist solely of incentive stock options, will adequately reflect the responsibilities and risks involved in being an effective director of the Corporation. The number of options to be granted is determined by the Board as a whole, which allows the independent directors to have input into compensation decisions. At this time, the Corporation does not believe its size and limited scope of operations requires a formal compensation committee.

Other Board Committees

At the present time, the only standing committee is the Audit Committee. The written charter of the Audit Committee is contained in Schedule “A” to this Information Circular.

OTHER MATTERS

Management knows of no other matter to come before the Meeting. However, if any other matters which are known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgement.

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ADDITIONAL INFORMATION

Additional financial information is provided in the consolidated financial statements of the Corporation and in the Management’s Discussion and Analysis report of the financial condition of operations for the fiscal year ended August 31, 2021. Copies of this Information Circular, the financial statements, and the Management’s Discussion and Analysis report are available on SEDAR (www.sedar.com).

Additional copies are also available by contacting the Corporation at:

2075 Victoria Street, Suite 220, Saint-Lambert, QC J4S 1H1 Tel: 902-826-1579 Fax: 902-826-2550

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APPROVAL OF INFORMATION CIRCULAR

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

Montreal, August 18, 2022 By order of the Board of Directors

(s) Louis Morin __________ Louis Morin, Chief Executive Officer

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SCHEDULE “A”

OPUS ONE GOLD CORPORATION Audit Committee Charter

The audit committee is a committee of the board of directors to which the Board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.

The audit committee will:

• (a) review and report to the Board of Directors of the Corporation on the following before they are published:

• (i) the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102) of the Corporation,

• (ii) the auditor’s report, if any, prepared in relation to those financial statements;

• (b) review the Corporation’s annual and interim earnings press releases before the Corporation publicly discloses this information;

• (c) satisfy itself that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of those procedures;

• (d) recommend to the Board of Directors:

• (i) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, and

• (ii) the compensation of the external auditor;

• (e) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting;

• (f) monitor, evaluate and report to the Board of Directors on the integrity of the financial reporting process and the system of internal controls that management and the Board of Directors have established;

• (g) monitor the management of the principal risks that could impact the financial reporting of the Corporation;

• (h) establish procedures for:

• (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters, and

• (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

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• (i) pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditor;

• (j) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation; and

• (k) with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Financial Officer to comply with Multilateral Instrument 52-109.

Composition of the Committee

The committee will be composed of three directors from the Corporation’s Board of Directors, a majority of whom will be independent. Independence of the Board members will be as defined by applicable legislation and as a minimum each committee member will have no direct or indirect relationship with the Corporation which, in the view of the Board of Directors, could reasonably interfere with the exercise of a member’s independent judgment.

All members of the committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the committee is not financially literate as required, the person will be provided a three month period in which to achieve the required level of literacy.

Authority

The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors.

The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

Reporting

The reporting obligations of the committee will include:

1. reporting to the Board of Directors on the proceedings of each committee meeting and on the committee’s recommendations at the next regularly scheduled directors’ meeting; and

2. reviewing, and reporting to the Board of Directors on its concurrence with, the disclosure required by Form 52-110F2 in any management information circular prepared by the Corporation.

3. 28 -

SCHEDULE “B”

SHAREHOLDERS’ RESOLUTION - STOCK OPTION PLAN

BE IT RESOLVED as a resolution of the Corporation’s shareholders, that:

1. the Stock Option Plan, as described in the Information Circular dated August 18, 2022, be and is hereby approved, ratified and confirmed; and

any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Corporation may be necessary or desirable to carry out the terms of the foregoing resolutions.

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SCHEDULE “C”

SHAREHOLDERS’ SPECIAL RESOLUTION

SHARE CONSOLIDATION

BE AND IT IS HEREBY RESOLVED:

THAT the Articles of the Corporation be amended so that the issued and outstanding common shares of the Corporation are consolidated on the basis of one share for a maximum of every four common shares then issued and outstanding;

THAT, subject to the maximum set out above, the determination of the basis for the consolidation shall be at the discretion of the Board of Directors of the Corporation;

THAT the officers and directors of the Corporation are hereby authorized to file Articles of Amendment with Industry Canada if and when deemed advisable by the board of directors of the Corporation in its discretion, but in no case later than twelve months from the date hereof, and do all other things necessary in order to give effect to the foregoing; and

THAT if the board of directors of the Corporation in its discretion deems it advisable, it is hereby authorized to abandon the proposed amendment to the Articles of the Corporation without further approval from the shareholders.

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