Otso Gold Corp. — Proxy Solicitation & Information Statement 2020

Dec 22, 2020

==> picture [272 x 100] intentionally omitted <==

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

December 21, 2020

ii

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ........................................... 1 SOLICITATION OF PROXIES .................................................................................................................. 1 APPOINTMENT AND REVOCATION OF PROXIES ............................................................................. 1 EXERCISE OF DISCRETION BY PROXIES ........................................................................................... 2 ADVICE TO BENEFICIAL SHAREHOLDERS ....................................................................................... 2 NOTE TO NON-OBJECTING BENEFICIAL OWNERS .......................................................................... 3 COVID-19 NOTICE .................................................................................................................................... 3 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ......................................................... 4 DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION ............................................... 4 Oversight and Description of Director and Named Executive Officer Compensation ........... 4 Summary Compensation Table ................................................................................................... 7 Stock Options and Other Compensation Securities ................................................................... 9 Exercise of Compensation Securities by Directors and Named Executive Officers ............... 9 Employment, Consulting and Management Agreements .......................................................... 9 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ......... 11 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................... 12 REPORT ON CORPORATE GOVERNANCE ........................................................................................ 12 AUDIT COMMITTEE .............................................................................................................................. 12 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ...................................... 13 PARTICULARS OF MATTERS TO BE ACTED UPON ........................................................................ 14 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ...................................... 28 ADDITIONAL INFORMATION .............................................................................................................. 29 APPROVAL OF BOARD OF DIRECTORS ............................................................................................ 29 SCHEDULE A STATEMENT OF GOVERNANCE PRACTICES ........................................................... 1 SCHEDULE B CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ......... 1 SCHEDULE C STOCK OPTION PLAN .................................................................................................... 1

1

OTSO GOLD CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders of the common shares (collectively, the “ Shareholders ” or individually, a “ Shareholder ”) of Otso Gold Corp. (the “ Corporation ” or “ Otso ”) will be held at the offices of Aird & Berlis LLP, Brookfield Place, Suite 1800, 181 Bay Street, Toronto, Ontario M5J 2T9 on Wednesday, January 20, 2021 at the hour of 10:00 a.m., local time for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended January 31, 2020, together with the report of the auditor thereon;

2. to elect four (4) directors of the Corporation to hold office for the ensuing year; provided however, if the proposed US$11 million equity financing (the “ Equity Financing ”) contemplated by Brunswick Gold Ltd (the “ Investor ”) is approved and completed, to elect up to seven (7) directors of the Corporation to hold office for the ensuing year, as more fully described in the accompanying management information circular dated December 21, 2020 (the “ Circular ”);

3. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix its remuneration;

4. to consider and, if thought appropriate, pass with or without variation, a resolution (the “ PFL Control Person Resolution ”) authorizing PFL Raahe Holdings LP (“ PFL ”) as a new “Control Person” (as defined in the policies of the TSX Venture Exchange), as more fully described in the Circular;

5. to consider and, if thought appropriate, pass with or without variation, a resolution (the “ Investor Control Person Resolution ”) authorizing the Investor, assuming completion of the Equity Financing, as an additional new “Control Person” (as defined in the policies of the TSX Venture Exchange), as more fully described in the accompanying Circular;

6. to consider and, if thought appropriate, pass with or without variation, a resolution approving the Corporation’s rolling stock option plan, as more fully described in the accompanying Circular; and

7. to transact such other business as may properly be brought before the meeting or any adjournment for adjournments thereof.

Accompanying this Notice of Annual and Special Meeting of Shareholders is the Circular, a form of proxy and a copy of the audited consolidated financial statements of the Corporation for the financial year ended January 31, 2020, together with the report of the auditor thereon.

A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., by mail or by hand at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or by fax at 1-866-249-7775, on or before 10:00 a.m. on Monday, January 18, 2021 or deliver it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting.

The record date for the determination of those Shareholders entitled to receive the Notice of Annual and Special Meeting of Shareholders and to vote at the Meeting was the close of business on Tuesday, December 8, 2020.

2

The Corporation is actively monitoring the ongoing COVID-19 situation and is sensitive to public health concerns and protocols put in place by federal, provincial and municipal governments. The Corporation will be severely restricting physical access to the Meeting and only registered Shareholders and formally appointed proxyholders will be allowed to attend. In order to comply with government orders concerning maximum size of public gatherings and required physical distancing parameters, the Corporation may be unable to admit shareholders to the Meeting. The Corporation strongly encourages registered Shareholders and proxyholders not to attend the Meeting in person, and Shareholders are encouraged to vote using one of the methods described in the accompanying Circular. To further mitigate the risk of the spread of the virus, the Meeting will be audio-cast live at 10:00 a.m. (Toronto time) on January 20, 2021 and can be accessed by conference call at 647-7233930 (Toronto local) or 1-800-369-4319 (toll free), participant code: 8657734. This call will be listenonly and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call. Given the restrictions in place, the Board and auditors do not plan to attend the Meeting in person.

Changes to the Meeting date, time, location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Corporation’s press releases for updated information. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

DATED at Vancouver, British Columbia as of this 21st day of December, 2020.

BY ORDER OF THE BOARD

“ Brian Wesson ”

Brian Wesson President, Chief Executive Officer and Director

-1-

OTSO GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Otso Gold Corp. (the “ Corporation ” or “ Otso ”) for use at the annual and special meeting (the “ Meeting ”) of holders (collectively, the “ Shareholders ” or individually, a “ Shareholder ”) of common shares in the capital of the Corporation (“ Common Shares ”) to be held at the time and place and for the purposes set forth in the attached Notice of Annual and Special Meeting of Shareholders (the “ Notice ”). The solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by regular employees of the Corporation. The cost of solicitation will be borne by the Corporation.

Except as noted below, the Corporation has distributed or made available for distribution, copies of the Notice, the Circular and form of proxy or voting instruction form (if applicable) (the “ Meeting Materials ”) to clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the “ Intermediaries ”) for distribution to Beneficial Shareholders (as defined below) whose Common Shares are held by or in custody of such Intermediaries. Such Intermediaries are required to forward such documents to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. The Corporation has elected to pay for the delivery of the Meeting Materials to objecting Beneficial Shareholders by the Intermediaries. The Corporation is sending proxy-related materials directly to nonobjecting Beneficial Shareholders, through the services of its transfer agent and registrar, Computershare Investor Services Inc. The solicitation of proxies from Beneficial Shareholders will be carried out by the Intermediaries or by the Corporation if the names and addresses of the Beneficial Shareholders are provided by Intermediaries. The Corporation will pay the permitted fees and costs of Intermediaries incurred in connection with the distribution of the Meeting Materials. The Corporation is not relying on the notice-andaccess provisions of securities laws for delivery of the Meeting Materials to registered Shareholders or Beneficial Shareholders.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder and on his, her or its behalf at the Meeting other than the persons designated in the enclosed form of proxy. Such right may be exercised by inserting in the blank space provided for that purpose the name of the desired person or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., by mail or by hand at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or by fax at 1-866-249-7775 not later than 10:00 a.m. on Monday, January 18, 2021 or delivering it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting. A proxy must be executed by the registered Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies given by Shareholders for use at the Meeting may be revoked prior to their use:

• (a) by depositing an instrument in writing executed by the Shareholder or by such Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation,

-2-

by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing:

• (i) at the head office of the Corporation located at Suite 1800, 181 Bay Street, Toronto, Ontario, M5J 2T9, at any time up to and including Tuesday, January 19, 2021; or

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

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

EXERCISE OF DISCRETION BY PROXIES

The persons named in the accompanying form of proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them. In the absence of such direction, such Common Shares will be voted in favour of the passing of the matters set out in the Notice. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournment thereof. At the time of the printing of this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice. However, if any other matters which at present are not known to the management of the Corporation should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

ADVICE TO BENEFICIAL SHAREHOLDERS

Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares, or non-objecting beneficial owners whose names have been provided to the Corporation’s registrar and transfer agent, can be recognized and acted upon at the Meeting. The information set forth in this section is therefore of significant importance to a substantial number of Shareholders who do not hold their Common Shares in their own name (referred to in this section as “ Beneficial Shareholders ”). If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in such Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co., as nominee for CDS Clearing and Depository Services Inc., which acts as a depository for many Canadian Intermediaries. Common Shares held by Intermediaries or their nominees can only be voted for or against resolutions upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares for their clients.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided by the Corporation to the Intermediaries. However, its purpose is limited to instructing the Intermediary how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically

-3-

mails the voting instruction forms or proxy forms to the Beneficial Shareholders and asks the Beneficial Shareholders to return the voting instruction forms or proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy or voting instruction form from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting - the proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their Intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the Intermediary and vote their Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their own Common Shares as proxyholder for the Intermediary should enter their own names in the blank space on the management form of proxy or voting instruction form provided to them and return the same to their Intermediary (or the agent of such Intermediary) in accordance with the instructions provided by such Intermediary or agent well in advance of the Meeting. Beneficial Shareholders should carefully follow the instructions of their Intermediaries and their service companies.

All references to shareholders in this Circular and the accompanying form of proxy and Notice are to Shareholders of record unless specifically stated otherwise.

NOTE TO NON-OBJECTING BENEFICIAL OWNERS

The Meeting Materials are being sent to both registered and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Corporation or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

COVID-19 NOTICE

The Corporation is actively monitoring the ongoing COVID-19 situation and is sensitive to public health concerns and protocols put in place by federal, provincial and municipal governments. The Corporation will be severely restricting physical access to the Meeting and only registered Shareholders and formally appointed proxyholders will be allowed to attend. In order to comply with government orders concerning maximum size of public gatherings and required physical distancing parameters, the Corporation may be unable to admit shareholders to the Meeting. The Corporation strongly encourages registered Shareholders and proxyholders not to attend the Meeting in person, and Shareholders are encouraged to vote using one of the methods described in the accompanying Circular. To further mitigate the risk of the spread of the virus, the Meeting will be audio-cast live at 10:00 a.m. (Toronto time) on January 20, 2021 and can be accessed by conference call at 647-723-3930 (Toronto local) or 1-800-369-4319 (toll free), participant code: 8657734. This call will be listen-only and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call. Given the restrictions in place, the Board and auditors do not plan to attend the Meeting in person.

Changes to the Meeting date, time, location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Corporation’s press releases for updated information. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

-4-

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation fixed the close of business on Tuesday, December 8, 2020 as the record date (the “ Record Date ”) for the purposes of determining Shareholders entitled to receive the Notice and vote at the Meeting. As at the Record Date, 269,741,758 Common Shares carrying the right to one vote per share at the Meeting were issued and outstanding. The Corporation has no other class of voting securities.

To the knowledge of the directors and executive officers of the Corporation, as at the date of this Circular, the only persons who beneficially own, or control or direct, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to the Common Shares are as follows:

	Number of Shares Owned	Number of Shares Owned
	(Percentage of Class and Type of Ownership)
Name	Common Shares	Percentage of Voting Rights
Nordic Mines AB (publ)	58,417,182(1)	21.65%
PFL Raahe Holdings LP	47,251,105	17.52%
B & A Wesson Pty Ltd(2)	25,207,348	9.34%
C & C Wesson Pty Ltd(3)	25,207,349	9.34%

Notes:

(1) The Common Shares were acquired by Nordic Mines AB (Public) (“ Nordic Mines ”) on February 5, 2018 and upon issuance, Nordic Mines entered into a voting and standstill agreement (as amended as of the 21[st] day of June, 2018) with the Corporation which provides, among other things, that Nordic Mines will not, until February 5, 2021: (i) vote against any resolution to approve the election of directors of the Corporation; (ii) sell, transfer or dispose any of the Common Shares held (except by way of a dividend-in-kind to its shareholders or upon the written consent of the Corporation); or (iii) appoint a proxy or otherwise grant rights with respect to the voting of the Common Shares.

(2) B & A Wesson Pty Ltd is a holding corporation controlled by Brian Wesson. Brian Wesson is the President, Chief Executive Officer and a director of Otso.

(3) C & C Wesson Pty Ltd is a holding corporation controlled by Clyde Wesson. Clyde Wesson is the Vice-President and a director of Otso.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Oversight and Description of Director and Named Executive Officer Compensation

Compensation policies and programs are designed to focus on shareholder return. The Corporation's objective is to attract, motivate and retain high quality executives. The executive compensation program and its various components are constructed to reflect market practices. Several components of this compensation vary with results, aligning executive interests with the interests of the Corporation's shareholders. The executive compensation program is also designed to provide an incentive to executives to achieve other objectives in a manner consistent with the Corporation's strategic plan.

Elements of Compensation

The elements of the executive compensation program are described in the table below:

Compensation element	How it is paid	What it is designed to reward
Base salary or fee	Cash	Rewards skills, capabilities, knowledge and experience, reflecting the level of responsibility, as well as the contribution expected from each executive.
Short-term incentive	Cash	Rewards contribution to both the performance of the relevant documents and the Corporation's overall performance. Rewards for results within the current fiscalyear.

-5-

	Long-term incentive	Stock options	Provides alignment between the interests of executives and shareholders. Rewards contribution to the long-term performance of the Corporation and demonstrated potential for future contribution. Aligns with long-term corporate performance and provides added incentive for executives to enhance shareholder value.

The Corporate Governance and Compensation Committee (" CG&CC ") considers a broad range of factors when setting compensation for executive management, including but not limited to, market data, individual performance, corporate performance and sector performance.

Base Salary

The base salary or fee provides an executive with basic compensation and reflects individual responsibility, knowledge and experience, market competitiveness and the contribution expected from each individual. At its discretion, the CG&CC may compare each executive officer's salary with the base salaries for similar positions in the comparator group, and recommends appropriate adjustments, as needed.

Short-term Incentive Compensation - Bonuses

Short-term incentive compensation is based on annual results. The short-term incentive ensures that a significant portion of an executive's compensation varies with actual results in a given year, while providing financial incentives to executives to achieve short-term financial and strategic objectives. It communicates to executives the key accomplishments the CG&CC wishes to reward and ensures that overall executive compensation correlates with corporate objectives. The short-term incentive component is structured to reward not only increased value for shareholders but also performance with respect to key operational factors and non-financial goals important to long-term success.

Establishment and payment of bonuses is subject to approval of the board of directors (the “ Board ”) and the Board has the right to amend or suspend the bonus plan at its discretion. No bonuses were paid during the year ended January 31, 2020.

Long-term Incentive Compensation – Stock Options

The Corporation’s directors, officers, employees and consultants, if any, are eligible under the Corporation’s stock option plan (the “ Stock Option Plan ”) to receive grants of stock options. The Stock Option Plan is an important part of the Corporation’s long-term incentive strategy for its officers and directors, permitting them to participate in appreciation of the market value of the Common Shares over a stated period of time. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of the stock option grants to officers and directors is dependent on each officer’s and director’s level of responsibility, authority and importance to the Corporation and to the degree to which such officer’s or director’s long-term contribution to the Corporation will be key to its long term success.

The long- term incentive component of executive compensation is designed to motivate executives to focus on the long term interests of the Corporation and its shareholders. Stock option grants are determined by factors including the number of individuals eligible to receive grants under the Stock Option Plan, the number of Common Shares to be acquired under existing options relative to the number of issued and outstanding Common Shares, and future hiring plans. Options are granted by the Board. In monitoring or adjusting the option allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the Named Executive Officers (as defined herein). The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. The Board will make these determinations subject to and in accordance with the provisions of the Stock Option Plan.

-6-

Stock options reward executives for growth in the value of the Corporation's Common Shares over the long term. This is the high risk, high-return component of the executive total compensation program because stock options deliver value to an executive only if the trading price of the Common Shares is above the exercise price. This long-term equity incentive includes both a corporate and personal component.

Stock options are granted under the Stock Option Plan to directors, officers, employees and certain consultants upon their commencement of service. Additional grants are made periodically to recognize the exemplary performance of, or the special contribution by eligible individuals. An annual grant may be made to eligible individuals based on individual performance and the Corporation's performance during the most recently completed financial year in relation to expected performance.

Compensation of Directors

The CG&CC reviews director compensation annually and recommends updates to the Board for approval when considered appropriate or necessary to recognize workload, time commitment and responsibility of Board and committee members. The directors are reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors.

Directors are compensated for their services primarily through awards of incentive stock options. Named Executive Officers who also act as directors of the Corporation will not receive any additional compensation for services rendered in such capacity, other than as paid by the Corporation to such Named Executive Officers in their capacity as executive officers.

Compensation Governance

The CG&CC has the responsibility for determining compensation for the Board and the Named Executive Officers. As of the date hereof, the CG&CC was comprised of Clyde Wesson, Chris Towsey and Yvette Harrison, two out of three of whom are independent as such term is defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”).

The CG&CC meets on compensation matters as and when required with respect to executive compensation. The primary goal of the meetings of CG&CC as they relate to compensation matters is to ensure that the compensation provided to the Named Executive Officers is determined with regard to the Corporation’s business strategies and objectives, such that the financial interest of the executive officers is aligned with the financial interest of shareholders, and to ensure that their compensation is fair and reasonable and sufficient to attract and retain qualified and experienced executives.

To determine compensation payable, the CG&CC reviews compensation paid for directors and chief executive officers of companies of similar size and stage of development in the mineral exploration industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. In setting the compensation, the CG&CC annually reviews the performance of the Chief Executive Officer in light of the Corporation’s objectives and considers other factors that may have impacted the success of the Corporation in achieving its objectives.

As a whole, the members of the CG&CC have direct experience and skills relevant to their responsibilities in executive compensation, including with respect to enabling the CG&CC in making informed decisions on the suitability of the Corporation’s compensation policies and practices.

-7-

Executive Compensation-Related Fees

During the financial years ended January 31, 2020 and 2019, neither the Board nor the CG&CC retained a compensation consultant or advisor to assist the Board or the CG&CC in determining the compensation for any of the Corporation’s executive officers’ or directors’ compensation.

Summary Compensation Table

In this section, “ Named Executive Officer ” or “ NEO ” means: (a) the Chief Executive Officer; (b) the Chief Financial Officer, and (c) the Corporation’s most highly compensated executive officers, including any of the Corporation’s subsidiaries, or the 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 and whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity at the end of the most recently completed financial year. For the fiscal year ended January 31, 2020, the Corporation had four (4) “executive officers” as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) whose compensation must be disclosed for such financial year.

All currency references herein are expressed in Canadian Dollars unless otherwise specified.

The following table (presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers) sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:

The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:	The following table (presented in accordance with National Instrument Form 51-102F6V –Statement of _Executive Compensation – Venture Issuers)_sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended January 31, 2020:
		Table of compensation		excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission(1) ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Brian Wesson,(3)(9) Chief Executive Officer and Director	2020 2019	$207,561(14) Nil	Nil Nil	Nil Nil	Nil Nil	$665,300(13) Nil	$872,861 Nil
Clyde Wesson,(3)(9) Vice-President and Director	2020 2019	$207,561(14) Nil	Nil Nil	Nil Nil	Nil Nil	$665,300(13) Nil	$872,861 Nil
Mark Gelmon, Chief Financial Officer(12)	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Yvette Harrison, Director(3)	2020 2019	$24,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$24,500 Nil

-8-

Chris Towsey, Director(10)	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Daryl Midgley,(4)(11) Former Chief Financial Officer	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Joseph Ranford, Former Chief Operating Officer and Mine Manager	2020 2019	288,565 319,786	Nil Nil	Nil Nil	Nil Nil	Nil Nil	288,565 319,786(8)
Michael Hepworth,(2)(6) (7) Former President, Chief Executive Officer and Director	2020 2019	124,573 189,990	Nil Nil	Nil Nil	Nil Nil	Nil Nil	124,573 189,990
Basil Botha,(6) Former Executive Chairman and Director	2020 2019	119,178 185,010	Nil Nil	Nil Nil	Nil Nil	Nil Nil	119,178 185,010
Greg Duras,(7) Former Chief Financial Officer	2020 2019	100,020 124,002	Nil Nil	Nil Nil	Nil Nil	Nil Nil	100,020 124,002
David Forest,(5) Former director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Paul Sarjeant,(7) Former director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Ernest Cleave,(6) Former director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Peter Pollard,(7) Former director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Amounts were paid or accrued to the NEO during the years ended January 31, 2020 and 2019.

(2) Fees are paid to Results Exchange Inc., a company owned or controlled by Michael Hepworth, CEO.

(3) Elected as a director on July 2, 2019.

(4) Appointed as Chief Financial Officer on July 2, 2019. Mr. Midgley’s compensation was paid by Lionsbridge Pty Ltd

(“ Lionsbridge ”) pursuant to the Services Agreement (as defined below).

(5) Resigned as a director on January 15, 2019.

(6) Resigned as a director on March 8, 2019 and as Executive Chairman on July 2, 2019.

(7) Resigned as a director and/or officer on July 2, 2019.

(8) For fiscal 2019, Mr. Ranford's compensation was converted at an exchange rate of C$1.00 = £1.5066.

(9) Such amount was paid by Lionsbridge to each of Brian Wesson and Clyde Wesson pursuant to the Services Agreement.

(10) Appointed as a director on March 2, 2020.

(11) Resigned as Chief Financial Officer on May 1, 2020.

(12) Appointed as Chief Financial Officer on May 1, 2020.

(13) C & C Wesson Pty Ltd. and B & A Wesson Pty Ltd., entities controlled by Clyde Wesson and Brian Wesson, respectively, were each issued 13,306,000 Common Shares at a price of $0.05 per share on October 23, 2019 pursuant to their entitlement to a Restructuring Fee (as defined below).

-9-

Stock Options and Other Compensation Securities

The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:

The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:	The following table provides information regarding the compensation securities granted or issued to each director and Named Executive Officer by the Corporation during the financial year ending January 31, 2020:
		Compensation Securities
Name and position	Type of compensation security	Number of compensatio n securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Brian Wesson,(2) Chief Executive Officer and Director	Option(1)	500,000	Sept 20, 2019	$0.05	$0.045	$0.075	Sept 19, 2024
Clyde Wesson,(3) Vice-President and Director	Option(1)	500,000	Sept 20, 2019	$0.05	$0.045	$0.075	Sept 19, 2024
Daryl Midgley,(4)(6) Former Chief Financial Officer	Option(1)	300,000	Sept 20, 2019	$0.05	$0.045	$0.075	Sept 19, 2024
Yvette Harrison,(5) Director	Option(1)	500,000	Sept 20, 2019	$0.05	$0.045	$0.075	Sept 19, 2024

Notes:

(1) Options vested immediately upon grant.

(2) As at January 31, 2020, held options to purchase 500,000 Common Shares at a price of $0.05 per share until September 19, 2024.

(3) As at January 31, 2020, held options to purchase 500,000 Common Shares at a price of $0.05 per share until September 19, 2024.

(4) As at January 31, 2020, held options to purchase 300,000 Common Shares at a price of $0.05 per share until September 19, 2024.

(5) As at January 31, 2020, held options to purchase 500,000 Common Shares at a price of $0.05 per share until September 19, 2024.

(6) Resigned as Chief Financial Officer on May 1, 2020 without options being exercised (and such options are now terminated).

Exercise of Compensation Securities by Directors and Named Executive Officers

No Named Executive Officer or director of the Corporation exercised a compensation security during the financial year ended January 31, 2020.

Employment, Consulting and Management Agreements

On July 2, 2019, Otso’s former senior management (namely, Michael Hepworth, Basil Botha and Greg Duras) were replaced by new senior officers comprised of Brian Wesson (President and Chief Executive Officer), Clyde Wesson (Vice President) and Darryl Midgley (Chief Financial Officer). Mr. Midgley was subsequently replaced by Mark Gelmon as the Corporation’s Chief Financial Officer on May 1, 2020.

In relation to the change of management described above, on July 2, 2019, the Corporation, Lionsbridge Capital Pty Ltd. (now known as Tiger River Capital Pty) (“ Tiger River ”) and Westech International Pty Ltd. (now known as Eastern Technical International Pty) (“ Eastern ”) entered into a services agreement

-10-

(the " Services Agreement ") for a term of 36 months (unless otherwise renewed) pursuant to which certain management services and technical services are to be provided to Otso by such companies. Effective as of October 31, 2019, (i) Eastern assigned its obligations under the Services Agreement to Westech International Pty Limited (“ Westech ”) and (ii) Tiger River assigned its obligations under the Services Agreement to Lionsbridge.

Set out below is a summary of the salient terms of the Services Agreement. A full copy of the Services Agreement was attached as Schedule “D” to the Corporation’s management information circular dated July 24, 2019 prepared in connection with the Corporation’s annual and special meeting held on August 28, 2019.

Pursuant to the Services Agreement, Lionsbridge has been retained to provide Otso with the following management services (collectively, the " Management Services "): (1) to conduct all necessary corporate activities to maintain and support the business of Otso; (2) to manage the business of Otso; (3) to ensure compliance with all legal requirements in Otso's operating jurisdictions; (4) to enter into contracts and commitments on behalf of Otso; (5) to engage in such other specific management responsibilities as are established by the Board from time to time; and (6) to undertake any other activities which are necessarily incidental to the foregoing duties.

During the term of the Services Agreement, Lionsbridge has the right to appoint up to three executive directors to the Board, and has the further right to nominate at least two independent directors. Each of Michael Hepworth, Basil Botha, Greg Duras, Paul Sarjeant and Peter Pollard (each an outgoing director and/or officer of Otso) agreed to enter into 12 month transition consulting services agreements with Otso for nominal consideration, pursuant to which all options to acquire Common Shares held by such persons were maintained until July 2, 2020.

As consideration for the Management Services, Otso is obligated to pay Lionsbridge a fixed fee of US$97,000 (which may be adjusted upwards on an annual basis) on a monthly basis net of any taxes, or other statutory or necessary deductions applicable to Lionsbridge; provided however, payment of the US$97,000 fixed fee was subject to the condition that Otso have least US$1 million in funds. Otso also agreed to pay reasonable out of pocket expenses incurred through the provision of the Management Services, and if applicable, reasonable expenses incurred where Lionsbridge dedicates necessary additional staff to Otso.

Under the Services Agreement, Lionsbridge was further entitled to receive a restructuring fee equivalent to US$1 million (the “ Restructuring Fee ”) to be paid in fully paid Common Shares. The Restructuring Fee was payable as consideration for Lionsbridge's involvement in renegotiating with PFL Raahe Holdings LP (“ PFL ”) the terms of the pre-paid forward gold purchase agreement (the " Debt ") between PFL, Otso and its affiliates. The Restructuring Fee was payable on execution of amended terms of the Debt or upon the sale of PFL's interest in the Debt, resulting in a minimum of US$2 million in savings to Otso. The Restructuring Fee was subsequently paid as a consequence of Otso and PFL entering into that certain Consent and Agreement to Pre-Paid Forward Gold Purchase Agreement and Maintenance Loan Agreement dated as of October 7, 2019 (the “ Debt Restructuring Agreement ”) to restructure the Debt. Specifically, 13,306,000 Common Shares were issued to each of C & C Wesson Pty Ltd. (“ C & C Wesson ”) and B & A Wesson Pty Ltd. (“ B & A Wesson ”) on October 23, 2019 after receipt of the approval of the TSX Venture Exchange (“ TSXV ”). The Debt Restructuring Agreement, effectively cancelled all gold deliveries that were due to PFL, PFL’s upside participation and free carry right pursuant to the PPF Agreement (as defined therein). See also “ Approval of PFL Raahe Holdings LP as a new ‘Control Person ” for more information.

Additionally, the Services Agreement provides that upon the closing of a funding package arranged directly or indirectly by Lionsbridge, whether comprised of debt or equity, which provides Otso with proceeds of

-11-

at least US$4 million (the " Funding Package ") for the purposes of completing the recapitalization of the Corporation, Lionsbridge (or it nominees, namely C & C Wesson and B & A Wesson) shall, subject to the receipt of TSXV approval and any other necessary approvals, be entitled to a finder's fee (the “ Lionsbridge Finder’s Fee ”) which would be payable in Common Shares equivalent to 12.5% of the Funding Package. In connection with same, on December 7, 2020, the TSXV approved the issuance of an aggregate of 23,802,697 Common Shares to Lionsbridge (or its nominees) in connection with the Lionsbridge Finder’s Fee. The Lionsbridge Finder’s Fee was earned as a result of Lionsbridge arranging an aggregate of $11,886,548 in debt and equity financings for Otso (from August 2019 to September 2020). Accordingly, the value of the Lionsbridge Finder’s Fee was $1,485,818 (i.e. 12.5% of $11,886,548), which was settled in Common Shares valued in accordance with the rules of the TSXV (subject to a minimum price of $0.05). In connection with the Equity Financing, Lionsbridge shall be entitled to a further and final “top-up” of Common Shares. See also “ Approval of Brunswick Gold Ltd as a New ‘Control Person” . Upon Completion of the Equity Financing, Lionsbridge has agreed to waive (the “ Lionsbridge Waiver ”) any further entitlements it has to any further Lionsbridge Finder’s Fee under the Services Agreement.

The Services Agreement also provides that Westech will be engaged by Otso to provide technical services (the " Technical Services "), including committing the necessary personnel and resources required on and offsite to restart Otso’s gold mine in Finland which is currently on 'care and maintenance'. As consideration for the Technical Services, Otso shall pay to Westech the reasonable costs associated with dedicating Westech's staff to the performance of the Technical Services, including salaries, out of pocket expenses, insurance, reasonable office space, travel, accommodation and any other reasonable expenses. In addition, Otso shall pay a 15% charge on the total of the foregoing costs.

TSX Venture Exchange Conditional Approval and Shareholder Approval of Services Agreement

On June 17, 2019, the TSXV granted conditional approval of the Services Agreement for the provision of management and technical services. On October 17, 2019, the TSXV granted final approval after disinterested Shareholders ratified the Services Agreement at the Corporation’s annual and special meeting held on August 28, 2019.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding the number of Common Shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the Stock Option Plan as of January 31, 2020:

-12-

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of Common Shares remaining available for future issuance under equity compensation plans
	#	$	#
Equity compensation plans approved by security holders	4,200,000	0.07	18,029,274
Equity compensation plans not approved by security holders	Nil	Nil	Nil
**Total **	4,200,000	N/A	18,029,274

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Circular, no individual who is an executive officer, director, employee or former executive officer, director or employee of the Corporation or any of its subsidiaries is indebted to the Corporation or any of its subsidiaries pursuant to the purchase of securities or otherwise.

No individual who is, or at any time during the financial year ended January 31, 2020 was, a director or executive officer of the Corporation, a proposed management nominee for election as a director of the Corporation, or an associate of any such director, executive officer or proposed nominee, was indebted to the Corporation during the financial year ended January 31, 2020 or as at the date of this Circular in connection with security purchase programs or other programs.

REPORT ON CORPORATE GOVERNANCE

Maintaining a high standard of corporate governance is a priority for the Board and the Corporation’s management as both believe that effective corporate governance will help create and maintain shareholder value in the long term. A description of the Corporation’s corporate governance practices, which addresses the matters set out in NI 58-101, is set out at Schedule “A” to this Circular.

AUDIT COMMITTEE

The audit committee of the Corporation (“ Audit Committee ”) is responsible for, and assists the Board in fulfilling its responsibility for: (i) the oversight and supervision of the audit of the Corporation’s annual financial statements; (ii) the management of the relationship with the auditor of the Corporation; (iii) meeting with the auditor as required in connection with the audit services provided by the auditor; (iv) the oversight and supervision of the accounting and financial reporting practices and procedures of the Corporation; (v) the oversight and supervision of the adequacy of the Corporation's internal accounting controls and procedures; and (vi) the oversight and supervision of the quality and integrity of the Corporation's financial statements.

As of the date hereof, the Audit Committee is composed of Yvette Harrison (Chairperson), Chris Towsey and Clyde Wesson, each of whom is a director of the Corporation. In accordance with Policy 3.1 of the TSXV, the majority of the Audit Committee members are not employees, Control Persons (as defined by the rules and policies of the TSXV) or officers of the Corporation.

Other than Clyde Wesson, who serves as the Corporation’s Vice-President, all members of the Audit Committee are “independent” as such term is defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). All members of the Audit Committee are “financially literate” as such term is defined in NI 52-110. A copy of the charter of the Audit Committee (the “ Audit Committee Charter ”) is attached as Schedule “B” to this Circular.

-13-

Relevant Education and Experience

All of the current members of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements. For a description of the biography of each Audit Committee member, see " Particulars of Matters to be Acted Upon – Election of Directors ".

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Corporation’s external auditors not been adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on exemptions in relation to “ De Minimis Non-audit Services ” or any exemption provided by Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

Pursuant to the terms of the Audit Committee Charter, the Audit Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditor.

External Auditor Service Fees (By Category)

• (a) Audit Fees - The Corporation’s auditor (PricewaterhouseCoopers LLP) billed the Corporation approximately $212,217 (2020 – C$1.00 = €0.6711) and $123,521 (2019 – C$1.00 = €0.6542) during the financial years ended January 31, 2020 and 2019, respectively, for audit fees.

• (b) Audit-Related Fees - The Corporation’s auditor billed the Corporation approximately $10,200 and $3,097 during the financial years ended January 31, 2020 and 2019, respectively, for administration fee and disbursements.

• (c) Tax Fees - The Corporation’s auditor billed the Corporation approximately $22,000 and $nil during the financial years ended January 31, 2020 and 2019, respectively, for tax fees.

• (d) All Other Fees - The Corporation’s auditor billed the Corporation approximately $35,000 and $nil during the financial years ended January 31, 2020 and 2019, respectively.

Exemption

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying on the exemptions in Part 6.1 of NI 52-110.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as described herein, no “informed person” (as such term is defined in NI 51-102) or proposed nominee for election as a director of the Corporation or any associate or affiliate of the foregoing has any

-14-

material interest, direct or indirect, in any transaction in which the Corporation has participated since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Corporation.

Pursuant to the terms of the Services Agreement, Lionsbridge and Westech, each entity associated with Brian Wesson and Clyde Wesson, provides the Corporation with Management Services (in the case of Lionsbridge) and Technical Services (in the case of Westech). Through this arrangement, Lionsbridge received the Restructuring Fee as consideration for facilitating the Debt Restructuring Agreement and the Lionsbridge Finders Fee as consideration for facilitating the Funding Package. Lionsbridge shall be further entitled to an additional (and final) Lionsbridge Finders Fee (payable in Common Shares) on closing of the Equity Financing. See “ Director and Named Executive Officer Compensation – Employment, Consulting and Management Agreements ” for further information. See also “ Approval of Brunswick Gold Ltd as a New ‘Control Person’ Upon Completion of Equity Financing ”.

The head office of each of Lionsbridge and Westech is located at Level 29, Chifley Tower, 2 Chifley Square, Sidney NSW 2000.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Election of Directors

As of the date hereof, the Board consists of four (4) directors. It is intended that each person whose name appears below will be nominated at the Meeting for election as a director of the Corporation to hold office until the next annual meeting of Shareholders or until his successor is duly elected or appointed pursuant to the by-laws of the Corporation; provided however, if the Equity Financing described in this Circular is approved and completed, the Investor will be entitled to appoint up to four (4) nominees to the Board and the Board will be increased from its current number of four (4) to seven (7). To achieve this Board recomposition, Mr. Christopher Towsey, a current Otso Board member, has agreed to step down as a Board member on closing of the Equity Financing. See also the heading “ Otso Board Composition and the Investor Nominees” under “ Approval of Brunswick Gold Ltd as a New ‘Control Person’ upon Completion of Equity Financing”. The enclosed form of proxy permits Shareholders to vote for each nominee on an individual basis.

UNLESS THE SHAREHOLDER SPECIFIES IN THE ENCLOSED FORM OF PROXY THAT THE COMMON SHARES REPRESENTED BY THE PROXY ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS, THE PERSON NAMED IN THE FORM OF PROXY SHALL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE ELECTION OF THE PERSONS WHOSE NAMES ARE SET FORTH BELOW. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF SUCH NOMINEES WILL BE UNABLE TO SERVE AS DIRECTORS. HOWEVER, IF FOR ANY REASON, ANY OF THE PROPOSED NOMINEES DO NOT STAND FOR ELECTION OR ARE UNABLE TO SERVE. AS SUCH, PROXIES IN FAVOUR OF MANAGEMENT DESIGNEES WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN HIS OR HER PROXY THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

The following table sets out certain information as at the date of this Circular (unless otherwise indicated) with respect to the persons being nominated at the Meeting for election as directors. Information regarding Common Shares owned by each director of the Corporation is presented to the best knowledge of management of the Corporation and has been furnished to management of the Corporation by such directors.

-15-

BRIAN WESSON	Principal Occupation and Biographical Information	Principal Occupation and Biographical Information
Sydney, Australia Director since: July 2, 2019 NOT INDEPENDENT	Mr. Wesson has extensive experience spanning a career of over 30 years in the management, operation design and construction of natural resource operations globally. He qualified as an engineer in South Africa, gained an MBA in Australia, studied economics at the University of South Africa and is a fellow of the Australasian Institute of Mining and Metallurgy; a fellow of the Australian Institute of Company Directors; a Member of Engineers Australia and the Federation of Engineers South Africa. Mr. Wesson founded the Wesson Group of Companies, of which Lionsbridge and Westech form part, with a view to utilising the group’s experience in the ownership, management and development of natural resource companies and the intellectual property developed to unlock shareholder value. Mr. Wesson brings unique value in being highly experienced in both the corporate and technical aspects of managing a company; he understands natural resource companies from underground to the board room.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Member of the Board	25,207,348	None

CLYDE WESSON	Principal Occupation and Biographical Information	Principal Occupation and Biographical Information
Sydney, Australia Director since: July 2, 2019 NOT INDEPENDENT	Mr. Wesson has significant experience in all aspects of the management of corporate entities, both listed and unlisted. Mr. Wesson’s expertise includes the restructuring and recapitalising of distressed assets, corporate finance, design and execution of corporate strategy, legal management and bringing assets to market. He holds bachelor’s degrees in both law and Commerce (L.L.B, B. Com) and a Master’s of Law (L.L.M.) from Melbourne University. He is a solicitor and member of the Supreme Court of NSW and a member of the Australian Institute of Company Directors, Australian Institute of Mining and Metallurgy and the Law Society of NSW.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Member of the Board Member of the Audit Committee Member of the Corporate Governance and Compensation Committee	25,207,349	None

YVETTE HARRISON	Principal Occupation and Biographical Information	Principal Occupation and Biographical Information
North Vancouver, British Columbia Director since: July 2, 2019 INDEPENDENT	Ms. Harrison is a Chartered Professional Accountant with over 20 years of experience in permanent positions as well as in bridge leadership consulting roles with organizations in "immediate-need" situations in mining, real estate investments, technology, forest products, manufacturing and not-for-profit. She worked as Chief Financial Officer, VP Finance, Director Finance, Controller and Consultant with numerous public and private companies as well as not-for-profits. She also worked in public practice. Ms. Harrison received her CGA designation from the Certified General Accountants Association of British Columbia in 2002.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships

-16-

Member of the Board Member of the Audit Committee Member of the Corporate Governance and Compensation Committee	Nil	None

CHRISTOPHER TOWSEY	Principal Occupation and Biographical Information	Principal Occupation and Biographical Information
Geralton, Australia Director since: February 28, 2020 INDEPENDENT	Christopher Towsey is currently Managing Director of a private geological consulting company. Mr. Towsey was an independent director of Black Dragon Gold Corp. (2016- 2017) and a Director of Citigold Corporation Limited (ASX: “CTI”, 2014-2016). Further, Mr. Towsey was a Director of Great Mines Ltd. and the Queensland Resources Council, the premier mining industry representative body in Queensland, Australia (from 2006-2010). Mr. Towsey has 40 years of experience as a mining and exploration geologist with particular expertise in mining of narrow-vein gold deposits, ore reserve estimation, geochemistry and in copper and lead-zinc-silver mines, having held Chief Geologist, General Manager and Chief Operating Officer positions. Mr. Towsey holds an Honours and Masters Degree in Economic Geology from the University of Sydney. He is a Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM), a Chartered Professional (Geology), a Competent Person under the Australian JORC Code for the reporting of mineral resources and ore reserves and an Occupational Health and Safetyauditor
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Member of the Board Member of the Audit Committee Member of the Corporate Governance and Compensation Committee	Nil	None

Additional Nominees to the Board if the Equity Financing is Approved and Completed

Assuming the Equity Financing is approved and completed, the Investor shall have the right to appoint up to four (4) nominees to the Board as described below:

VLADIMIR LELEKOV

Principal Occupation and Biographical Information

Moscow, Russia Director Since: New Nominee NOT INDEPENDENT (proposed to be new Chairperson of the Board)

Mr. Lelekov currently serves as Chairman of Brunswick Rail, the largest railcar operating leasing company in Russia. Prior thereto, Mr. Lelekov was CEO of Brunswick Rail from 2006 to February 2013 and returned to the company in May 2017. In 2014, Mr. Lelekov acquired an interest in OOO “Liga-Trans” (one of the largest companies in the sector of collection and environmentally friendly waste disposal) and assumed the position of the Chairman of the Board of the company until 2017. Prior thereto, Mr. Lelekov held senior positions in the industrial group MDM (SUEK, EuroChem, TMK and in MDM Bank); was Deputy CEO positions in ICT Group; CEO of the Commercial Transport Systems and Chairman of the Board at Titran, a railcar plant in Tikhvin, both part of ICT Group. Prior thereto, Mr. Lelekov worked in the Central Bank of the Russian Federation, then in the investment companies IMAG (Switzerland), in Sovlink as well as in the Russian Project Finance Bank – the first EBRDproject in the Russian financial sector. Mr. Lelekov

-17-

	graduated from_Moscow Institute of Physics and Technology_in 1990 with a degree in applied mathematics and physics.	graduated from_Moscow Institute of Physics and Technology_in 1990 with a degree in applied mathematics and physics.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Proposed Board Nominee and Board Chair	Nil	None

NICOLAS PASCAULT	Principal Occupation and Biographical Information	Principal Occupation and Biographical Information
Moscow, Russia Director Since: New Nominee NOT INDEPENDENT	Mr. Pascault serves as CEO of Brunswick Rail, the largest railcar operating leasing company in Russia, a position he has held since November, 2016. Mr. Pascault joined Brunswick Rail in 2004 as Managing Partner and CFO. In January 2015, Mr. Pascault assumed the position of Deputy CEO, reporting directly to the Chairman, and was asked by the Board to support a bond restructuring. Prior thereto, Mr. Pascault served as CFO of Danone Group in Russia from 1998 to 2004 and, from 1990 to 1998, Mr. Pascault worked at Ernst & Young in Moscow, St. Petersburg and Paris in the Audit and Corporate Finance Department. Mr. Pascault graduated from the_Institut d’Etudes Politiques of Paris_and holds a Master of Finance degree from the_University of Paris II_.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Proposed Board Nominee	Nil	None

VICTOR KOSHKIN	Principal Occupation and Biographical Information	Principal Occupation and Biographical Information
Moscow, Russia Director Since: New Nominee NOT INDEPENDENT	Mr. Koshkin serves as General Director of Brunswick Rail Management, a management company for Brunswick Rail, the largest railcar operating leasing company in Russia. Prior thereto, from 2003 to 2010, Mr. Koshkin worked in Moscow as CFO at Integrated Energy Technologies, Deputy Head of Business Development at SUAL, and adviser to shareholders of MDM Group. Mr. Koshkin served on the board of privately owned Samara Transformer. Prior to that, from 1996 to 2001, Mr. Koshkin worked as an investment banker at JP Morgan and Lehman Brothers in New York. Mr. Koshkin holds an MBA degree from_Harvard_ BusinessSchool_and a BA degree in_EconomicsfromWabashCollege.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Proposed Board Nominee	Nil	None

MARTIN SMITH

Principal Occupation and Biographical Information

London, United Kingdom Director Since: New Nominee INDEPENDENT

Mr. Smith is an Independent Mining Consultant with over 40 years’ experience in open pit mining. From 2006 to 2015, Mr. Smith was Technical Director of Petropavlovsk Plc (formerly Peter Hambro Mining) based in the Russian Far East and overseeing three large open pit gold mines and their associated processing plants producing c.500,000 ounces of goldperyear. Prior thereto,Mr. Smith worked as CountryDirector for Joy/P&H in India;

-18-

	General Manager of Comedat Phosphate in Jordan and Chief Mining Engineer for Costain Mining Ltd. Martin holds a BSc in Mining Engineering from the_Royal School of Mines_, Imperial College of Science, London.	General Manager of Comedat Phosphate in Jordan and Chief Mining Engineer for Costain Mining Ltd. Martin holds a BSc in Mining Engineering from the_Royal School of Mines_, Imperial College of Science, London.
Current Board/Committee Membership	Number of Common Shares Beneficially Owned, Controlled or Directed	Other Public Board Memberships
Proposed Board Nominee	Nil	Petropavlovsk Plc (London)

Each of the four nominees described above has submitted person information forms as required by the policies of the TSXV. See also the heading “ Approval of Brunswick Gold Ltd as a New ‘Control Person’ Upon Completion of Equity Financing ”.

Corporate Cease Trade Orders

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

• (a) was subject to a cease trade order, 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 proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

• (b) 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.

The foregoing information, not being within the knowledge of the Corporation, has been furnished by the proposed directors.

Bankruptcies, or Penalties or Sanctions

To the knowledge of the Corporation, no proposed director:

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

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

-19-

• (e) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (f) has been subject to any 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.

The foregoing information, not being within the knowledge of the Corporation, has been furnished by the proposed directors.

2. Appointment of Auditor

Management proposes to nominate PricewaterhouseCoopers LLP, Chartered Professional Accountants, to hold office until the next annual meeting of Shareholders.

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITOR OF THE CORPORATION AND THE AUTHORIZING OF THE DIRECTORS TO FIX ITS REMUNERATION. AN AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPOINTMENT OF THE AUDITOR.

3. Special Business

1. Approval of PFL Raahe Holdings LP as a New ‘Control Person’

Background

The purchase by the Corporation (then known as Firesteel Resources Inc.) of the Otso Gold Project (formerly known as the ‘Laiva Gold Project’) in Finland from its previous owner, Nordic Mines AB (publ), a Swedish public company acting at arm’s length to Otso, was achieved through funding provided by way of a pre-paid gold forward purchase agreement dated November 10, 2017 (the “ PPF Agreement ”) between the Corporation, Nordic Mines Marknad AB, Otso Gold Oy (formerly Nordic Gold Oy) and PFL, an affiliate of Pandion.

Through the PPF Agreement (as amended), PFL has provided the Corporation with approximately US$37.5 million in funding over a three year period. Specifically, PFL provided an initial US$20.6 million loan advance in December 2017 under the PPF Agreement; a further US$7 million in funding under the PPF Agreement to clear a path to gold production, a further €4.331 million in ‘care and maintenance’ funding, a subsequent US$900,000 tranche of funding, and most recently, in March 2020, PFL subscribed for US$1.5 million (CDN$2,715,375) of the Corporation’s offering (the “ 2020 Debenture Financing ”) of CDN$4,671,250 (inclusive of original issue discount described below) principal amount 10% convertible unsecured debentures (the “ Debentures ”).

The Debentures have the following salient features:

1. the Debentures mature in three (3) years from the date of issuance (i.e. March 26, 2023) and bear interest at a rate of 10% per annum;

-20-

1. the net principal amount of the Debentures is convertible by the holder into Common Shares after the first anniversary of issuance at the greater of: (i) CDN$0.10; and (ii) a 20% discount to the then closing market price (based on a five (5) day volume weighted average price); and

2. the Debentures carry an original issue discount such that each $1,000 invested has a maturity value of $1,250. Accordingly, CDN$3,737,000 of Debentures subscribed for have a maturity value of CDN$4,671,250.

As of the date of the 2020 Debenture Financing, PFL held 38,754,785 Common Shares, representing approximately 18% of the issued and outstanding Common Shares. Due to the convertible nature of the Debentures and as per standard procedures of the TSXV in approving such a financing, the TSXV required PFL to execute an undertaking (the “ Undertaking ”) (subsequently dated May 8, 2020) that it would not exercise the conversion features of the Debentures if doing so would cause PFL to hold 20% or more of the Common Shares until such time as the Corporation had received the disinterested Shareholder approval and TSXV approval to PFL holding 20% or more the Common Shares.

Debt Restructuring Agreement

In addition to the PPF Agreement (as amended), the Corporation and PFL entered into the Debt Restructuring Agreement to restructure the Debt. See also “ Employment, Consulting and Management Agreements ”. The Debt Restructuring Agreement effectively cancelled all gold deliveries that were due to PFL, its upside participation and free carry right pursuant to the PPF Agreement.

The Debt Restructuring Agreement with PFL replaced the liabilities formerly associated with the PPF Agreement with the following new obligations:

1. a loan of US$23 million to be repaid by Otso in two instalments in full settlement, bearing no interest. The first payment of US$11.5 million is due PFL on April 7, 2021 with the second US$11.5 million six months thereafter (October 7, 2021);

2. US$1.56 million ‘contingent payment’ (“ Contingent Value Payment ”) is payable in Common Shares upon the completion of up to $7 million in equity raised by Otso or pro rata on each tranche thereof; and

3. a 2.5% net smelter return on gold production from the Otso Gold Mine.

In respect to item 2 above, on November 13, 2020, the Corporation obtained TSXV approval to issue to PFL an additional 8,496,320 Common Shares to extinguish US$328,173.79 of the Contingent Value Payment. The balance of the Contingent Value Payment (namely US$1,231,826.21) owing to PFL will be payable in additional Common Shares upon closing of the Equity Financing.

Debt Restructuring Amending Agreement

Further, by an undertaking agreement dated December 13, 2020 (the “ Debt Restructuring Amending Agreement ”) by and between PFL, the Corporation, Otso Gold OY and Nordic Mines Marknad AB, PFL has agreed (assuming completion of the Equity Financing) to a change in the terms of the debt owing to it by Otso under the Debt Restructuring Agreement as follows:

1. instead of the US$23 million loan being payable by Otso to PFL in two equal instalments on April 7, 2021 and October 7, 2021, such loan will now be payable in full on December 7, 2021;

-21-

1. the loan shall bear interest from the date of completion of the Equity Financing until the loan is paid out in full; and

2. the loan shall be fully open to prepayment by Otso at any time prior to maturity of such loan.

As of the date of this Circular, PFL owns and controls, directly or indirectly, 47,251,105 Common Shares and $2,715,375 (US$1.5 million) face amount of Debentures. If such Debentures were converted in full at a conversion price of $0.10 per Debenture, PFL would hold an aggregate of approximately 25.06% of the Common Shares on a non-diluted basis, based on 269,741,758 Common Shares issued and outstanding as of the date hereof.

PFL Control Person Resolution

At the Meeting, Shareholders will be asked to approve a resolution (the “ PFL Control Person Resolution ”) approving the potential creation of a new ‘Control Person’ (as defined by the polices of the TSXV described below) if PFL were to convert its Debentures.

Pursuant to the policies of the TSXV, any person that holds, or is one of a combination of persons that holds, a sufficient number of any of the securities of an issuer so as to materially affect the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer (except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer) is deemed to be a “Control Person” under those policies and any transaction that could result in the creation of a new Control Person requires disinterested shareholder approval.

The complete text of the PFL Control Person Resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

“ RESOLVED THAT:

1. PFL be and is hereby authorized to become a new ‘Control Person’ (as defined in the policies of the TSXV) upon exercise of its conversion rights under the Debentures it acquired in the 2020 Debenture Financing; and

2. Any one officer or director of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual’s discretion and for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE PFL CONTROL PERSON RESOLUTION IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM.

AN AFFIRMATIVE VOTE OF A MAJORITY OF VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPROVAL OF THE PFL CONTROL PERSON RESOLUTION; PROVIDED HOWEVER, PFL WILL BE EXCLUDED FROM VOTING ANY COMMON SHARES IT HOLDS IN RESPECT OF THE PFL CONTROL PERSON RESOLUTION.

-22-

Recommendation of the Board

After careful consideration, the Board unanimously recommends that the Shareholders vote In FAVOUR of the PFL Control Person Resolution.

2. Approval of Brunswick Gold Ltd as a New ‘Control Person’ Upon Completion of Equity Financing

Background

Brunswick Gold Ltd (the “ Investor ” or “ Brunswick ”) is a limited liability company incorporated under the laws of the Republic of Cyprus and having a registered office at 2-4 Arch, Makarios 111 Avenue, Capital Centre, 9[th] Floor, 1065 Nicosia, Cyprus.

An affiliate of the Investor and management of Otso first commenced having business discussions in June, 2020 regarding a possible investment by Brunswick in Otso. Those discussions over several months led to an affiliate of Brunswick and Otso entering into a non-binding letter of intent (“ Letter of Intent ”) dated October 20, 2020, which Letter of Intent described the non-binding terms and conditions of a potential financing. At such time, an affiliate of the Investor provided Otso the Investor Loan (as described below). The terms of the Letter of Intent were subsequently incorporated in the Subscription Agreement (as described below).

Subscription Agreement

On December 13, 2020, Brunswick entered into a subscription agreement (the “ Subscription Agreement ”) pursuant to which it agreed to subscribe for 284,944,440 units (“ Units ”) of the Corporation, at $0.05 per Unit, for the aggregate subscription price of US$11 million (the “ Subscription Amount ”). The Subscription Amount of US$11 million was converted into $14,247,222 based on the posted exchange rate of the Bank of Canada on December 2, 2020 (namely US$1= CAD$1.295202). Each Unit consists of one Common Share and one Common Share purchase warrant (each a “ Warrant ”). The Warrants would entitle the Investor, for a period of five (5) years, to subscribe for up to 284,944,440 additional Common Shares at $0.05 per Common Share.

The following is a summary of the principal terms of the Subscription Agreement. This summary is qualified in its entirety by the full text of the Subscription Agreement which has been filed by Otso on SEDAR.

The US$11 million equity financing (the “ Equity Financing ”) is subject to a number of conditions in favour of the Investor including, but not limited to, (a) the approval of the Shareholders at the Meeting to the Investor becoming (i) a new “Control Person” under the rules of the TSXV; and (ii) so long as the Investor holds forty percent (40%) of the Common Shares, the right to appoint up to four (4) nominees to the Board (of a total of seven (7)) pursuant to the Investor Rights Agreement (as described below); (b) no material adverse change occurring in the business and affairs of the Corporation prior to closing (the “ Closing ”) of the Equity Financing; (c) the Investor securing an agreement with the Corporation’s prior mine contractor, AB Tallqvist Infra Oy (“ Tallqvist ”) including the delay of principal payments owed and other terms satisfactory to the Investor; (d) the execution of the Debt Restructuring Amending Agreement; (e) the execution of the Lionsbridge Waiver; and (f) the delivery of certain customary closing documents and certificates.

The Subscription Agreement provides certain restrictions in respect to the use of the Subscription Amount. Specifically, US$1 million of such Subscription Amount must be used to repay a US$1 million unsecured loan (the “ Investor Loan ”) provided by an affiliate of Brunswick pursuant to a loan agreement dated

-23-

October 20, 2020 (the “ Investor Loan Agreement ”). The Loan Agreement provides that the Investor Loan bears interest at seven percent (7%) per annum when not in default (10.5% per annum when in default) and the maturity date of the Investor Loan is six (6) months from the date of first advance. The Investor Loan provides, among other things, Otso is to provide certain monthly financial information and a report on the actual use of funds against the specific use of funds plan appended to the Loan Agreement. The balance of the Subscription Amount, namely US$10 million, is the subject of a detailed use of funds agreement pursuant to which Brunswick and the Corporation have agreed how such funds will be spent in respect to the restart of the Otso Gold Mine.

Investor Rights Agreement

On December 13, 2020, Brunswick, Lionsbridge and Otso entered into an investor rights agreement (the “ Investor Rights Agreement ”), pursuant to which Otso has granted certain rights to the Investor and Lionsbridge effective upon completion of the Equity Financing.

The following is a summary of the principal terms of the Investor Rights Agreement. This summary is qualified in its entirety by the full text of the Investor Rights Agreement which has been filed by Otso on SEDAR.

Otso Board Composition and the Investor Nominees

The Investor will have the right to nominate individuals to be elected or appointed to the Board (each, an “ Investor Nominee ”) and Lionsbridge will have the right to continue to nominate individuals to be elected or appointed to the Board (each, a “ Lionsbridge Nominee ”). Specifically, Otso, Lionsbridge and the Investor have agreed that, effective on the Closing Date, and assuming the Investor holds at least 40% of the issued and outstanding Common Shares (calculated on a non-diluted basis), the Investor shall have the right to appoint four (4) Investor Nominees (including the Chairperson) and Lionsbridge shall have the right to appoint three (3) Lionsbridge Nominees to serve on the Board until the next annual general meeting of Shareholders following Closing, at which point the Board is expected to comprise seven (7) directors. In the event the Investor holds less than 40% of the issued and outstanding Common Shares (calculated on a non-diluted basis), but more than 10% of the Common Shares (calculated on a non-diluted basis), the Investor shall have the right to appoint three (3) Investor Nominees and Lionbridge shall have the right to appoint three (3) Lionsbridge Nominees and the parties have further agreed to discuss in good faith which party would then be entitled to designate one (1) additional nominee to the Board.

Otso has also agreed that the size of the Board shall not be increased above seven (7) without the Investor’s prior written consent, provided that the Investor holds at least 10% of the issued and outstanding Common Shares (calculated on a non-diluted basis). Otso has further agreed that in respect of every meeting of Shareholders at which the election of Otso directors is to be considered, for so long as such the Investor Nominees satisfy Otso’s applicable director eligibility criteria, management of Otso will recommend the Investor Nominees identified in Otso’s proxy materials for election to the Board and vote any Common Shares in respect of which management has been granted a discretionary proxy in favour of the election of such the Investor Nominees.

Financial Controller

Immediately following Closing and for so long as the Investor holds at least 40% of the issued and outstanding Common Shares outstanding (calculated on a non-diluted basis), the Investor shall have the right to designate a financial controller as an officer of Otso (the " Financial Controller "). The Financial Controller shall report directly to the Board (or any committee thereof designed by the Board). The Financial Controller shall have such responsibilities and functions as the Board may designate in writing

-24-

from time to time (but which shall include, without limitation, oversight and supervision of the use of proceeds arising from the Equity Financing, including upon the exercise of any warrants to acquire additional Common Shares. In addition, for so long as the Investor holds at least 10% of the issued and outstanding Common Shares (calculated on a non-diluted basis), the Investor shall have the right to designate an individual to be a co-signatory on each of the Corporation’s bank accounts.

Termination of Certain Rights under Services Agreement

The Investor Rights Agreement terminates certain rights granted to Lionsbridge under the Services Agreement, namely its previous director nomination rights and entitlement to compensation in the form of Common Shares as a result of renegotiating the terms of Otso’s debt to Pandion and facilitating capital raises on behalf of Otso.

Demand and Piggyback Registration Rights

Provided that the Investor holds at least 20% of the issued and outstanding Common Shares (calculated on a non-diluted basis), if Otso proposes to offer to qualify, distribute or register any securities in a form and manner which would permit the qualification of Common Shares held by the Investor, the Investor shall be entitled participate in such qualification or registration. At least ten (10) Business Days prior to the closing of any such proposed offering (or at least two Business Days’ prior to the launch or public announcement of a “bought deal” financing), Otso will deliver to the Investor a notice in writing offering the Investor the opportunity to register or qualify such Common Shares held by the Investor. In addition, at any time after December 13, 2022, Brunswick has the right, provided it continues to hold 20% of the issued and outstanding Common Shares (calculated on a non-diluted basis), to demand that Otso qualify, distribute or register any securities Brunswick holds in a form and manner which would permit the qualification of Common Shares held by Brunswick.

Subscription Rights

Provided that the Investor holds at least 10% of the issued and outstanding Common Shares (calculated on a non-diluted basis), if Otso proposes to offer to issue any equity or securities convertible or exchangeable into equity or participating securities during the term of the Investor Rights Agreement, the Investor will be entitled to participate in such issuance on a pro rata basis, but only to the extent necessary to maintain its then proportional equity interest in Otso. At least the (10) Business Days prior to the closing of any such proposed offering, Otso will deliver to the Investor a notice in writing offering the Investor the opportunity to subscribe for a pro rata number of such securities and the Investor will be entitled, upon written notice to Otso, to participate in the issuance by way of private placement at the same price and on the same terms offered by Otso to any party.

Observer Rights

Provided the Investor holds at least 10% of the issued and outstanding Common Shares (calculated on a non-diluted basis), Brunswick shall also have the right to appoint two (2) observers to the Board (the “ Brunswick Board Observers ”). The Brunswick Board Observers would be entitled to, among other things, receive notice of and attend meetings of the Board and take part in Board discussions and deliberations. Such Brunswick Board Observers would not be entitled to vote as directors and furthermore such Brunswick Board Observers would not be entitled to any compensation from the Corporation (other than reimbursement of out-of-pocket expenses).

-25-

Voting Support Agreements

In connection with the Equity Financing, each of PFL, B & A Wesson and C & C Wesson and Brunswick have executed Voting Support Agreements (each a “ Voting Support Agreement ”) pursuant to which such parties have agreed in favour of the Investor to, among other things, vote for the Investor Control Person Resolution and the resolution to appoint the Investor’s four (4) Board nominees (assuming completion of the Equity Financing). Each Voting Support Agreement sets forth, among other things, the terms and conditions upon which PFL, B & A Wesson and C & C Wesson have agreed, among other things, to vote their Common Shares currently owned, controlled or directed, directly or indirectly, by such Shareholder in favour of the resolution in relation to the Equity Financing. The foregoing summary is qualified in its entirety by the full text of the Voting Support Agreements filed on SEDAR.

As of the date of this Circular, PFL holds 47,251,105 Common Shares, B & A Wesson holds 25,207,348 Common Shares and C & C Wesson holds 25,207,349 Common Shares representing 17.52% , 9.34% and 9.34% of the issued and outstanding Common Shares, respectively. Such shareholders have agreed to vote in favour of the Equity Financing.

TSXV Conditional Approval

On December 21, 2020, the TSXV conditionally approved the Equity Financing, subject to the receipt of disinterested Shareholder approval to same at the Meeting and other customary closing deliveries.

Pro Forma Capitalization

The following table illustrates the pro forma capitalization of Otso as at the date hereof, both before and after giving effect to the Equity Financing.

Designation of Security	Authorized	Before Giving Effect to Equity Financing	After Giving Effect to Equity Financing
Common Shares	Unlimited	269,741,758	618,975,658(3)
Options	N/A	4,200,000	4,200,000
Warrants	N/A	19,106,411	304,050,851
10% Convertible Debentures(1)		$4,671,250	$4,671,250
9% Convertible Debentures(2)		$419,000	$419,000

Notes:

(1) On March 27, 2020, Otso issued 10% convertible unsecured debentures having a face value of $4,671,250, discounted at 20%, for total proceeds of $3,737,000. See “ Particulars of Matters to be Acted Upon – Approval of PFL Raahe Holdings LP as a New ‘Control Person” for a description of such debentures.

(2) During 2017, Otso issued $419,000 principal amount of 9% convertible unsecured debentures (the “ 2017 Debentures ”) which are convertible at $0.10 per Common Share. The 2017 Debentures were due on June 30, 2020; however, Otso reached an agreement with the registered holder of the 2017 Debentures to extend such maturity date to December 30, 2020. In connection with extending such maturity date, the Corporation issued the debenture holder 2,223,077 extension warrants. Such warrants are exercisable at $0.09 until July 28, 2021.

(3) On Closing of the Equity Financing, PFL shall be entitled to be issued an additional 31,909,280 ‘top-up’ Common Shares and Lionsbridge (through C & C Wesson an B & A Wesson) shall be entitled to be issued an additional 32,380,060 ‘top-up’ Common Shares.

Voting Securities and Principal Holders Thereof

Assuming completion of the Equity Financing, the following table illustrates, to the knowledge of the Corporation, the persons who would beneficially own or control voting securities of the Corporation comprising more than 10% or more of the issued and outstanding Common Shares, on a basic and partially diluted basis:

-26-

Name	Number of Common Shares(2)	Percentage of Common Shares	Number of Warrants	Percentage on a partially diluted basis(1)
Brunswick Gold Ltd	284,944,440	46.03%	284,944,440	63.05%
NordicMinesAB(Publ)	58,417,182	9.44%	N/A	6.46%
PFL Raahe Holdings LP	79,160,380	12.79%	N/A	8.76%
B&AWesson PtyLtd	41,397,373	6.69%	N/A	4.58%
C & C Wesson Pty Ltd	41,397,374	6.69%	5,666,667	4.58%
Notes:

(1) Assuming the Investor exercised all warrants it holds in connection with the Equity Financing and no other convertible securities (options, warrants or debentures) are exercised.

(2) On Closing of the Equity Financing, PFL shall be entitled to be issued an additional 31,909,280 ‘top-up’ Common Shares and Lionsbridge (through C & C Wesson an B & A Wesson) shall be entitled to be issued an additional 32,380,060 ‘top-up’ Common Shares.

Investor Control Person Resolution

At the Meeting, Shareholders will be asked to approve a resolution (the “ Investor Control Person Resolution ”) approving the potential creation of a new ‘Control Person’ (as defined by the polices of the TSXV described below) upon the completion of the Equity Financing.

Pursuant to the policies of the TSXV, any person that holds, or is one of a combination of persons that holds, a sufficient number of any of the securities of an issuer so as to materially affect the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer (except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer) is deemed to be a “Control Person” under those policies and any transaction that could result in the creation of a new Control Person requires disinterested shareholder approval.

The complete text of the Investor Control Person Resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

“ RESOLVED THAT:

1. The Investor be and is hereby authorized to become a new ‘Control Person’ (as defined in the policies of the TSXV) upon completion of the Equity Financing on such terms as are more particularly described in the management information circular of the Corporation dated December 21, 2020; and

2. Any one officer or director of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual’s discretion and for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE INVESTOR CONTROL PERSON RESOLUTION IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM.

AN AFFIRMATIVE VOTE OF A MAJORITY OF VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPROVAL OF THE INVESTOR CONTROL PERSON RESOLUTION; PROVIDED HOWEVER, THE INVESTOR WILL BE EXCLUDED FROM VOTING ANY COMMON SHARES IT HOLDS IN RESPECT OF THE INVESTOR CONTROL PERSON RESOLUTION.

-27-

Recommendation of the Board

After careful consideration, the Board unanimously recommends that the Shareholders vote In FAVOUR of the Investor Control Person Resolution.

3. Approval of Stock Option Plan

Summary of Stock Option Plan

The policies of the TSXV provide that the Board may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, employees, management company employees and consultants of the Corporation and its Affiliates, non-transferable options to purchase Common Shares for a period of up to 10 years from the date of grant, provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares at the date of the grant. A copy of the Stock Option Plan is attached to this Circular as Schedule “C”.

The purpose of the Stock Option Plan, pursuant to which the Corporation may grant incentive stock options, is to promote the profitability and growth of the Corporation by facilitating the efforts of the Corporation to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Common Shares by its key individuals so that they may increase their stake in the Corporation and benefit from increases in the value of the Common Shares.

Options granted pursuant to the Stock Option Plan may not exceed a term of 10 years and are granted at an option price and on other terms which the directors determine is necessary to achieve the goal of the Stock Option Plan and in accordance with regulatory policies. The option price may be at a discount to the market price, which discount will not, in any event, exceed that permitted by any stock exchange on which the Corporation's shares are listed for trading.

The number of Common Shares allocated to the Stock Option Plan is determined by the Board from time to time. The aggregate number of Common Shares reserved for issuance under the Plan may not exceed 10% of the issued and outstanding Common Shares. Pursuant to the Stock Option Plan, the maximum number of Common Shares reserved for issuance in any 12 month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any 12 month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant and the maximum number of Common Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant.

The Common Shares, when fully paid for by a participant, are not included in the calculation of Common Shares allocated to or within the Stock Option Plan. Should a participant cease to be eligible due to the loss of corporate office (being that of an officer or director) or employment, the option shall cease for varying reasonable periods as determined by the Board at the time of grant. Loss of eligibility for consultants is regulated by contract provisions imposed by the Board when the option is granted to the appropriate consultant. The Stock Option Plan also provides that estates of deceased participants can exercise their options for a period not exceeding one year following death.

The Board may from time to time make rules, regulations and amendments to the Stock Option Plan. Should any rule, regulation or amendment materially differ from the provisions set out in this Circular, the Corporation shall obtain the necessary regulatory or shareholder approvals.

-28-

As of the date of this Circular, a total of 4,200,000 Common Shares were issuable under the Stock Option Plan.

Approval of the Stock Option Plan

As the Stock Option Plan provides for a rolling maximum number of Common Shares which may be issuable upon the exercise of options granted under the Stock Option Plan, TSXV Policy 4.4 requires that the Stock Option Plan receive shareholder approval each year at the annual shareholders’ meeting. Accordingly, Shareholders will be asked to consider and, if thought appropriate, pass a resolution approving the Stock Option Plan.

The Board has unanimously approved the Stock Option Plan and recommends that Shareholders vote FOR the resolution regarding the Stock Option Plan. An affirmative vote of a majority of the votes cast at the Meeting is sufficient to pass the resolution approving the resolution regarding the Stock Option Plan.

The complete text of the resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

“ WHEREAS the policies of the TSXV require annual shareholder approval for the continuation of the rolling stock option plan of the Corporation (the “ Plan ”);

RESOLVED THAT:

1. the Plan is hereby authorized and approved; and

2. any one officer and director of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE RESOLUTION TO APPROVE THE PLAN IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM. AN AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPROVAL OF THE PLAN.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person or company who is, or at any time during the financial year ended January 31, 2020 was, a director or executive officer of the Corporation, a proposed management nominee for election as a director of the Corporation, or an associate or affiliate of any such director, executive officer or proposed nominee, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the Investor Control Person Resolution. See “ Particulars of Matters to be Acted Upon – Approval of Brunswick Gold Ltd. As a New ‘Control Person’ Upon Completion of Equity Financing ” for further information.

-29-

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s audited financial statements and Management’s Discussion and Analysis (“ MD&A ”) for the year ended January 31, 2020. In addition, copies of the Corporation’s annual financial statements and MD&A and this Circular may be obtained upon request to the Corporation. The Corporation may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Corporation.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Circular and the sending of it to each director of the Corporation, to the auditor of the Corporation, to the Shareholders and to the appropriate governmental agencies, have been approved by the directors of the Corporation.

Dated: December 21, 2020.

BY ORDER OF THE BOARD

“ Brian Wesson ”

Brian Wesson President, Chief Executive Officer and Director

SCHEDULE A STATEMENT OF GOVERNANCE PRACTICES

Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101 (“NI 58-101”)	Comments
Board of Directors
1. Board of Directors—Disclose how the board of directors (the “Board”) of Otso Gold Corp. (the “Corporation”) facilitates its exercise of independent supervision over management, including (i) the identity of directors that are independent, and (ii) the identity of directors who are not independent, and the basis for that determination.	The Board currently consists of a total of four directors of which Yvette Harrison and Christopher Towsey are considered “independent”, as such term is defined in NI 58-101. Brian Wesson and Clyde Wesson are not considered independent as they are executive officers of the Corporation.
2. Directorships—If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	Please refer to the accompanying management information circular (the “Circular”) under the heading “Particulars of Matters to be Acted Upon - Election of Directors”.
Orientation and Continuing Education
3. Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.	Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Corporation's business will be necessary and relevant to each new director. The Corporation provides continuing education to its directors as such need arises and encourages open discussion at all meetings which format encourages learning by the directors.
Ethical Business Conduct
4. Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct.	To ensure that an ethical business culture is maintained and promoted, directors are encouraged to exercise their independent judgment. If a director has a material interest in any transaction or agreement that the Corporation proposes to enter into, such director is expected to disclose such interest to the Board in compliance with the applicable laws, rules and policies which govern conflicts of interest in connection with such transaction or agreement. Further, any director who has a material interest in any proposed transaction or agreement will be excluded from the portion of the Board meeting concerning such matters and will be further precluded from voting on such matters.
Nomination of Directors
5. Disclose what steps, if any, are taken to identify new candidates for Board nomination, including: (i) who identifies new candidates, and (ii) the process of identifying new candidates.	The Board is responsible for the identification and assessment of potential directors. The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. While no formal nomination procedures are in place to identify new candidates, the Board does review the experience and performance of nominees for election to the Board. Members of the Board are canvassed with respect to the qualifications of a prospective candidate and each candidate is evaluated with respect to his or her experience and expertise, with particular attention paid to those areas of expertise that could complement and enhance current management. The Board also

Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101 (“NI 58-101”)	Comments
	assesses any potential conflicts, independence or time commitment concerns that the candidate may present.
Compensation
6. Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including: (i) who determines compensation, and (ii) the process of determining compensation.	The process undertaken by the Board in respect of compensation is more fully described in the “Director and Named Executive Officer Compensation” section of the accompanying Circular.
Other Board Committees
7. If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Corporate Governance and Compensation Committee is the only standing committee of the Board other than the Audit Committee. The primary function of the Corporate Governance and Compensation Committee is to consider the compensation of Named Executive Officers and directors and to make recommendations to the Board with respect to compensation-related matters.
Assessments
8. Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively.	The Corporation has contemplated a plan for the annual review of the performance of every director and officer, however to date no formal plan or procedure has been adopted. The Board feels its corporate governance practices are appropriate and effective for the Corporation, given its relatively small size and level of activity. The Corporation's corporate governance structure allows for the Corporation to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without undue administrative burden.

SCHEDULE B CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following is the Corporation's " Audit Committee Charter ":

Purpose

The primary function of the audit committee of the Corporation (the " Committee ") is to assist the board of directors (the " Board ") of the Corporation in fulfilling its responsibilities by reviewing the financial reports and other financial information provided by the Corporation to any regulatory body or the public, the Corporation's systems of internal controls regarding preparation of those financial statements and related disclosures that management and the Board have established and the Corporation's auditing, accounting and financial reporting processes generally. Consistent with this function, the Committee encourages continuous improvement of, and fosters adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary objectives are to:

1. Assist directors in meeting their responsibilities in respect of the preparation and disclosure of the financial statements of the Corporation and related matters;

2. Provide for open communication between directors and external auditors;

3. Enhance the external auditor's independence;

4. Increase the credibility, transparency and objectivity of financial reports; and

5. Strengthen the role of the outside or "independent" directors by facilitating in depth discussions between directors on the Committee, management and external auditors.

Composition

The Committee is comprised of three or more directors as determined by the Board, if at all possible with the majority of whom shall be "independent" (as such term is used in National Instrument 52-110 – Audit Committees (" NI 52110 ") unless the Board shall have determined that the exemption contained in section 3.6 of NI 52-110 would be applicable and is to be adopted by the Corporation.

All of the members of the Committee shall be "financially literate" (as defined in NI 52-110) unless the Board shall determine that an exemption under NI 52-110 from such requirement in respect of any particular member would be applicable is to be adopted by the Corporation in accordance with the provisions of NI 52-110.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and remain as members of the Committee until their successors shall be duly elected and qualified.

Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Chair of the Committee shall be an independent director.

Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its mandate to foster open communication, the Committee should meet at least annually with management and the external auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. The Chief Financial Officer (if appointed) is required to be present at the meetings of the Committee and may be excused from all or part of any such meetings by the independent sitting members.

Minutes of all meetings of the Committee shall be taken and the Committee shall report the results of its meetings and reviews undertaken and any associated recommendations or resolutions to the Board. A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee shall be valid resolution of the Committee.

A quorum for meetings of the Committee shall be majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the committee shall be the same as those governing the Board.

Members of the Committee may participate in a meeting of the Committee by means of telephone or other communication device or facilities that permit all persons participating in any such meeting to hear one another.

Responsibilities and Duties

To fulfil its responsibilities and duties, the Committee shall:

A. Documents/Reports Review

1. Review and update this Charter, as conditions dictate.

2. Review the financial statements, prospectuses, MD&A, annual information forms and all public disclosures containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results) before release and prior to Board approval where required.

3. Review the reports to management prepared by the external auditors and management responses.

4. Establish procedures for:

5. (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

6. (b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.

7. Review and approve the Corporation's hiring policies regarding employees and former employees of the present and former external auditors of the issuer.

8. Review of significant auditor findings during the year, including the status of previous audit recommendations.

9. Be satisfied with and periodically assess the adequacy of procedures for the review of corporate disclosure that is derived or extracted from the financial statements.

B. External Auditors

1. Be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.

2. Recommend to the Board the external auditors to be nominated for appointment by the shareholders.

3. Recommend to the Board the terms of engagement of the external auditor, including their compensation and a confirmation that the external auditors shall report directly to the Committee.

4. On an annual basis, review and discuss with the auditors all significant relationships the auditors have with the Corporation to determine the auditors' independence.

5. Review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.

6. When there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

7. Periodically consult with the external auditors, without the presence of management, about internal controls and the fullness and accuracy of the organization's financial statements.

8. Consider, in consultation with the external auditor, the audit scope and plan of the external auditor.

9. To one or more independent members of the Committee the authority to pre-approve non-audit services, provided that such member(s) reports to the Committee at the next scheduled meeting such pre-approval and the members(s) complies with such other procedures as may be established by the Committee from time to time.

C. Financial Reporting Processes

1. In consultation with the external auditors and management, review the integrity of the organization's financial reporting processes both internal and external. Consider judgments concerning the appropriateness of the Corporation's accounting policies.

2. Consider and approve, if appropriate, major changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors or management.

3. Review risk management policies and procedures of the Corporation (i.e., hedging, litigation and insurance).

D. Process Improvement

1. Review with external auditors their assessment of internal controls, their written reports containing recommendations for improvement, and management's response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit, and upon completion of the audit, their reports upon the financial statements.

E. Ethical and Legal Compliance

1. Ensure that management has the proper review system in place to ensure that the Corporation's financial statements, reports and other financial information disseminated to regulatory organizations and the public satisfy legal requirements.

2. Conduct and authorize investigations into any matters within the Committee's scope of responsibilities. The Committee shall be empowered to retain, and to set and pay compensation for any independent counsel and other professionals to assist in the conduct of any investigation, subject to the Board approving any expenditure in excess of $10,000 in this regard.

3. Perform any other activities consistent with this Charter, the Corporation's by-laws and governing law, as the Committee or the Board deems necessary or appropriate.

SCHEDULE C STOCK OPTION PLAN

OTSO GOLD CORP. STOCK OPTION PLAN (the "Plan")

1. Purpose of the Plan

The purpose of the Plan is to assist Otso Gold Corp. (the " Corporation ") in attracting, retaining and motivating directors, officers, key employees and consultants of the Corporation and of its subsidiaries and to closely align the personal interests of such directors, officers, key employees and consultants with those of the shareholders by providing them with the opportunity, through options, to acquire common shares of the Corporation (“ Common Shares ”).

2. Implementation

The grant and exercise of any options under the Plan are subject to compliance with the applicable requirements of each stock exchange on which the shares of the Corporation are or become listed for trading and of any governmental authority or regulatory body to which the Corporation is subject.

3. Administration

The Plan shall be administered by the board of directors of the Corporation which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. The board of directors may delegate any or all of its authority with respect to the administration of the Plan and any or all of the rights, powers and discretions with respect to the Plan granted to it under this Plan to the executive committee (the “ Executive Committee ”) or such other committee of directors of the Corporation as the board of directors may designate. Upon any such delegation the Executive Committee or other committee of directors, as the case may be, as well as the board of directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan. When used in the context of this Plan "board of directors" shall be deemed to include the Executive Committee or other committee of directors acting on behalf of the board of directors.

4. Number of Shares Under Plan

A maximum number of common shares equal to 10% of the issued and outstanding common shares of the Corporation, from time to time, (the " Optioned Shares ") shall be reserved, set aside and made available for issuance in accordance with the Plan provided that in no event shall options be granted in any 12 month period entitling:

• (i) any one individual to purchase in excess of 5%, unless the Corporation has obtained disinterested shareholder approval as set out and described in the TSX Venture Exchange Policy 4.4;

• (ii) any one consultant to purchase in excess of 2%; and

(iii) any one employee conducting investor relations activities to purchase in excess of 2%;

of the then outstanding common shares in the Corporation. If option rights granted to an individual under the Plan shall expire or terminate for any reason without having been exercised in respect of certain Optioned Shares, such Optioned Shares may be made available for other options to be granted under the Plan.

5. Eligibility

Options may be granted under the Plan to any person who is a Director, Employee, Consultant or Management Company Employee (as such terms are defined in the TSX Venture Exchange Policy 4.4) of the Corporation, or of its subsidiaries, as the board of directors may from time to time designate as a participant under the Plan, or, except in relation to Consultant Companies (as such term is defined in the TSX Venture Exchange Policy 4.4), may be granted to a corporation 100% beneficially owned by any of the above referenced persons, which control and ownership shall continue for as long as any part of the option granted under the Plan remains unexercised (a " Participant "). Subject to the provisions of this Plan, the total number of Optioned Shares to be made available under the Plan and to each Participant, the time or times and price or prices at which options shall be granted, the time or times at which such options are exercisable, and any conditions or restrictions on the exercise of options, shall be in the full and final discretion of the board of directors. For all options granted under the Plan, the Corporation shall represent that the Participant, if not a Director, is either a bona fide Employee, Consultant or Management Company Employee, as the case may be (as such designations or terms are defined in the TSX Venture Exchange Policy 4.4).

6. Terms and Conditions

(a) Exercise Price

The exercise price to each Participant for each Optioned Share shall be as determined by the board of directors, but shall in no event be less than the market price of the common shares of the Corporation on the TSX Venture Exchange, or such other exchange on which the common shares are listed at the time of the grant of the option, less the maximum discount permitted under the policies of the TSX Venture Exchange or such other exchange on which the common shares are listed, or such other price as may be agreed to by the Corporation and approved by the TSX Venture Exchange or such other exchange on which the common shares are listed. In the event the Participant is an "Insider" of the Corporation (as such term is defined in the TSX Venture Exchange Policy 1.1), any reduction in the exercise price of any previously Optioned Share shall require disinterest shareholder approval as set out and described in the TSX Venture Exchange Policy 4.4.

(b) Option Agreement

All options shall be granted under the Plan by means of an agreement between the Corporation and each Participant (the " Option Agreement ") in the form as may be approved by the board of directors, such approval to be conclusively evidenced by the execution of the Option Agreement by any two directors or officers of the Corporation.

(c) Length of Grant

All options granted under the Plan shall expire not later than the tenth anniversary of the date such Options were granted.

(d) Non-Assignability of Options

Except as otherwise provided below, an option granted under the Plan shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by a Participant, other than by will or other testamentary instrument or the laws of succession, and may be exercisable during the lifetime of the Participant only by the Participant. Subject to the prior approval of the board of directors and each stock exchange on which the common shares of the Corporation are listed for trading, an Option Agreement may be assigned by the Participant or the Participant's legal personal representative to a corporation controlled by the Participant and 100% beneficially owned by the Participant and his spouse or children, which control and ownership shall continue for as long as any part of the option granted under the Plan remains unexercised.

(e) Right to Postpone Exercise

Each Participant, upon becoming entitled to exercise the option in respect of any Optioned Shares in accordance with the Option Agreement, shall be entitled to exercise the option to purchase such Optioned Shares at any time prior to the expiration or other termination of the Option Agreement.

(f) Exercise and Payment

Any option granted under the Plan may be exercised by a Participant or the legal representative of a Participant giving notice to the Corporation specifying the number of shares in respect of which such option is being exercised, accompanied by payment (by cash or certified cheque payable to the Corporation) of the entire exercise price (determined in accordance with the Option Agreement) for the number of shares specified in the notice. Upon any such exercise of an option by a Participant the Corporation shall cause the transfer agent and registrar of the common shares of the Corporation to promptly deliver to such Participant or the legal representative of such Participant, as the case may be, a share certificate in the name of such Participant or the legal representative of such Participant, as the case may be, representing the number of shares specified in the notice.

(g) Rights of Participants

The Participants shall have no rights as shareholders in respect of any of the Optioned Shares (including, without limitation, any right to receive dividends or other distributions, voting rights, warrants or rights under any rights offering) other than Optioned Shares in respect of which Participants have exercised their option to purchase and which have been issued by the Corporation.

(h) Third Party Offer

If, at any time when an option granted under the Plan remains unexercised with respect to any Optioned Shares, an offer to purchase all of the common shares of the Corporation is made by a third party, the Corporation shall use its best efforts to bring such offer to the attention of the Participants as soon as practicable and the Corporation may, at its option, require the acceleration of the time for the exercise of the option rights granted under the Plan and of the time for the fulfilment of any conditions or restrictions on such exercise.

(i) Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into common shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Corporation, the board of directors may make such adjustment, if any, of the number of Optioned Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to Participants under the Plan. In any such event, the maximum number of shares available under the Plan may be appropriately adjusted by the board of directors. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation of those in another company is imminent, the board of directors may, in a fair and equitable manner, determine the manner in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Participants and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the board of directors under this paragraph 6(i) shall be full and final.

(j) Termination

Subject to paragraph 6(k), if a Participant is dismissed as an officer or key employee by the Corporation or by one of its subsidiaries for cause, or if the Corporation or one of its subsidiaries cancels or rescind

for breach of contract the agreement pursuant to which the Participant was to provide consulting or related services, all unexercised option rights of that Participant under the Plan shall immediately terminate, notwithstanding the original term of the option granted to such Participant under the Plan.

(k) Disability or Retirement

Notwithstanding paragraph 6(j), if a Participant ceases to be a director, officer, key employee or consultant of the Corporation or of one of its subsidiaries as a result of:

• (i) disability or illness preventing the Participant from performing the duties routinely performed by such Participant;

• (ii) retirement at the normal retirement age prescribed by the Corporation pension plan;

• (iii) resignation; or

• (iv) such other circumstances as may be approved by the board of directors;

such Participant shall have the right for a reasonable period as set out in the Option Agreement (the " Expiry Period ") following the date of ceasing to be a director, an officer, key employee or consultant (or, if earlier, until the expiry date of the option rights of the Participant pursuant to the terms of the Option Agreement) to exercise the option under the Plan with respect to all Optioned Shares of such Participant to the extent they were exercisable on the date of ceasing to be a director, an officer, key employee or consultant. Upon the expiration of such Expiry Period, unless already expired pursuant to the terms of the Option Agreement, all unexercised option rights of that Participant shall immediately terminate and shall lapse notwithstanding the original term of the option granted to such Participant under the Plan.

(l) Deceased Participant

In the event of the death of any Participant, the legal representatives of the deceased Participant shall have the right for a period as set out in the Option Agreement and not exceeding one year from the date of death of the deceased Participant (or, if earlier, until the expiry date of the option rights of the Participant pursuant to the terms of the Option Agreement) to exercise the deceased Participant's option with respect to all of the Optioned Shares of the deceased Participant to the extent they were exercisable on the date of death. Upon the expiration of such period as provided for in the Option Agreement all unexercised option rights of the deceased Participant shall immediately terminate, notwithstanding the original term of the option granted to the deceased Participant under the Plan.

7. Amendment and Discontinuance of Plan

The board of directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time, provided that no such action may in any manner adversely affect the rights under any options earlier granted to a Participant under the Plan without the consent of that Participant.

8. No Further Rights

Nothing contained in the Plan nor in any option granted under this Plan shall give any participant or any other person, any interest or title in or to any common shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation other than as set out in the Plan and pursuant to the exercise of any option, nor shall it confer upon the Participants any right to continue as an employee, officer, consultant or director of the Corporation or of its subsidiaries.

9. Compliance with Laws

The obligations of the Corporation to sell common shares and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Participants as the Corporation deems necessary or advisable with all applicable corporate and securities laws, rules and regulations.

10. Gender

The use of the masculine gender in this Plan shall be deemed to include or be replaced by the feminine gender where appropriate to the particular Participant.