Palamina Corp.

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

WITH RESPECT TO THE

ANNUAL AND SPECIAL MEETING

SHAREHOLDERS TO BE HELD:

June 28, 2023 at 4:00 PM

PALAMINA CORP.

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the " Meeting ") of the shareholders of Palamina Corp. (" Palamina " or the " Corporation ") will be held at the offices of WeirFoulds LLP at 66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7 on June 28, 2023 at the hour of 4:00 p.m. (local time) for the following purposes:

to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022 together with the report of the auditors thereon;
to fix the number of directors of the Corporation within the minimum and maximum permitted by its Articles of Incorporation at five (5);
to elect the directors of the Corporation;
to appoint McGovern Hurley LLP, as the auditors of the Corporation and to authorize the directors to fix the auditors' remuneration;
to approve the Corporation's stock option plan; and
to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON SHOULD COMPLETE , DATE AND SIGN THE ENCLOSED INSTRUMENT OF PROXY, AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

Proxies to be used at the Meeting must be deposited with Computershare Investor Services Inc., 8F, 100 University Ave Toronto, Ontario M5J 2Y1, before 4:00 p.m. (local time) on June 26, 2023.

ALL SHAREHOLDERS OF RECORD AS OF MAY 18, 2023 ARE ENTITLED TO VOTE THEIR SHARES OF THE CORPORATION AT THE MEETING, OR AT ANY ADJOURNMENT THEREOF, EITHER IN PERSON OR BY PROXY, HOWEVER, TO FACILITATE AN ORDERLY MEETING THE BOARD OF DIRECTORS IS REQUESTING THAT ALL SHAREHOLDERS VOTE THEIR SHARES BY PROXY BEFORE THE MEETING.

By Order of the Board

“Andrew Thomson”

Andrew Thomson, President, Chief Executive Officer May 18, 2023

PALAMINA CORP.

INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

This Information Circular is furnished in connection with the solicitation of proxies by the management of Palamina Corp. (" Palamina " or the " Corporation ") for use at the annual and special meeting (the " Meeting ") of shareholders of the Corporation to be held on June 28, 2023 at 4:00 p.m. and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting.

It is expected that the solicitation of proxies will be primarily by mail, subject to the use of the notice and access provisions (the " Notice and Access Provisions ") in relation to the delivery of the meeting materials (as defined below), however, proxies may also be solicited personally, and by officers and directors of the Corporation (but not for additional compensation). The costs of solicitation will be borne by the Corporation. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , arrangements have been made with brokerage houses and other intermediaries to forward solicitation materials to the beneficial owners of common shares (the “ Shares ”) of the Corporation held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so.

VOTING OF PROXIES

All Shares represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote IN FAVOUR of all the matters set out herein .

The enclosed Instrument of Proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the date of this Information Circular, the Corporation is not aware of any amendments to, or variations of, or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Corporation.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Investor Services Inc., 8F, 100 University Ave Toronto, Ontario M5J 2Y1, not less than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS ON VOTING THEIR SHARES

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold their Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as " Beneficial Shareholders ") should note that only proxies deposited by shareholders whose names appear

on the records of the Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those Shares will not be registered in the shareholder's name on the records of the Corporation. Such Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting Shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc., formerly ADP Investor Communications (" Broadridge "). Broadridge typically mails a voting instruction form to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at a meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his or her broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and vote their Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy or voting instruction form provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

NOTICE AND ACCESS

" Notice and Access Provisions " means provisions concerning the delivery of proxy-related materials to shareholders found in section 9.1.1 of National Instrument 51-102 - Continuous Disclosure Obligations (" NI 51-102 "), in the case of registered shareholders, and section 2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), in the case of Non-Registered Holders, which would allow an issuer to deliver an information circular forming part of proxy-related materials to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

The Notice and Access Provisions are a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on a non-SEDAR website (usually the reporting issuer's website and sometimes the transfer agent's website) rather than delivering such materials by mail. The Notice and Access Provisions can be used to deliver materials for both special and general meetings. Reporting issuers may

still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the information circular at the reporting issuer's expense.

The use of the Notice and Access Provisions reduces paper waste and mailing costs to the Corporation. In order for the Corporation to utilize the Notice and Access Provisions to deliver proxy-related materials by posting the meeting materials electronically on a website that is not SEDAR, the Corporation must send a notice to shareholders, including Non-Registered Holders, indicating that the proxy-related materials have been posted and explaining how a shareholder can access them or obtain from the Corporation, a paper copy of those materials. The meeting materials have been posted in full on the Corporation's website at www.palamina.com and under the Corporation's SEDAR profile at www.sedar.com.

In order to use Notice and Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the meeting materials to be posted on the applicable website and other materials to be delivered to shareholders. The requirements of that notice, which requires the Corporation to provide basic information about the Meeting and the matters to be voted on, explain how a shareholder can obtain a paper copy of the meeting materials and Management's Discussion and Analysis (" MD&A "), and explain the Notice and Access Provisions process, have been built into the Notice. The Notice has been delivered to shareholders by the Corporation, along with the applicable voting document (a form of proxy in the case of registered shareholders or a voting instruction form in the case of Non-Registered Holders).

The Corporation will not rely upon the use of 'stratification'.

The Corporation does not intend to pay for the intermediary to deliver to objecting Non-Registered Holders the proxy-related materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary of NI 54-101. Any shareholder who wishes to receive a paper copy of this Circular must make contact with the Corporation at Suite 2870, 145 King Street West, Toronto, Ontario, M5H 1J8, Telephone: 416-204-7536 or the Corporation's transfer agent, Computershare Investor Services Inc. at 8[th] Floor, 100 University Ave, Toronto Ontario, M5J 2Y1, Telephone: within North America 1-866-9620498 or direct from outside North America 514-982-8716. In order to ensure that a paper copy of the meeting materials can be delivered to a requesting shareholder in time for such shareholder to review the meeting materials and return a proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that a shareholder ensure their request is received no later than June 19, 2023.

All shareholders may call the Corporation at 416-204-7536 or its transfer agent at 1-866-964-0492 in order to obtain additional information regarding the Notice and Access Provisions or to obtain a paper copy of the meeting materials, up to and including the date of the Meeting, including any adjournment of the Meeting.

APPOINTMENT OF PROXY

A shareholder has the right to designate a person (who need not be a shareholder of the Corporation) other than Andrew Thomson or Michael Farrant, the management designees, to attend and act for him/her at the Meeting. Such right may be exercised by inserting in the blank space provided, the name of the person to be designated and deleting therefrom the names of the management designees or by completing another proper instrument of proxy and, in either case, depositing the instrument of proxy with the registrar and transfer agent of the Corporation, Computershare Investor Services Inc., 8F, 100 University Ave Toronto, Ontario M5J 2Y1, not less than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy.

A shareholder may revoke a proxy by depositing an instrument in writing, executed by him or his attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or signed by a duly authorized officer or attorney for the corporation:

at the offices of the registrar and transfer agent of the Corporation, Computershare Investor Services Inc., 8F, 100 University Ave Toronto, Ontario M5J 2Y1, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting at which the proxy is to be used; or
at the registered office of the Corporation, 145 King Street West, Suite 2870, Toronto, Ontario, M5H 1J8 at any time up to and including the last business day preceding the day of the Meeting, or an adjournment thereof, at which the proxy is to be used; or
with the chairman of the Meeting on the day of the Meeting or an adjournment thereof.

In addition, a proxy may be revoked by the shareholder executing another form of proxy bearing a later date and depositing same at the offices of the registrar and transfer agent of the Corporation within the time period set out under the heading "Voting of Proxies" , or by the shareholder personally attending the Meeting and voting his Shares.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares, of which 65,284,836 Common Shares are issued and outstanding and entitled to vote at the Meeting on the basis of one vote for each Share held.

The holders of Shares of record at the close of business on the record date, set by the directors of the Corporation to be May 18, 2023 (the " Record Date "), are entitled to vote such Shares at the Meeting on the basis of one vote for each Share held. The by-laws of the Corporation provide that two (2) persons present in person or represented by proxy, representing at least ten percent (10%) of the Shares entitled to vote at the Meeting, constitutes a quorum for the Meeting.

To the knowledge of the directors and officers of the Corporation, as at May 18, 2023, no person or company beneficially owned, directly or indirectly, or exercised control or direction, over more than 10% of the Corporation’s outstanding common shares except for Andrew Thomson, Chief Executive Officer of the Corporation who owns 6,811,302 common shares representing approximately 10.4% and 2176423 Ontario Ltd. which owns 8,000,000 common shares representing approximately 12.3% of the total common shares outstanding.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation's directors, the only matters to be placed before the Meeting are those matters set forth in the accompanying notice of Meeting relating to:

(a) the receipt of the financial statements and auditors' report thereon;
(b) fixing the number of directors at five (5);
(c) the election of directors;

(d) the appointment of auditors; and
(e) the approval of the amended and restated stock option plan.

I. Receipt of Financial Statements

The directors will place before the Meeting the consolidated financial statements of the Corporation for the year ended December 31, 2022 together with the auditors' report thereon. The consolidated financial statements have been sent to the shareholders of the Corporation with this Information Circular.

II. Fixing Number of Directors

Management has nominated five (5) individuals for election to the board of directors of the Corporation (the “ Board ”). Accordingly, shareholders are being asked at the Meeting to pass an ordinary resolution fixing the number of directors at five (5) within the minimum and maximum permitted by the Corporation’s articles of incorporation.

Board Resolution

Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution (the “ Board Resolution ”):

“BE IT RESOLVED THAT:

the number of directors to be elected at the Meeting to hold office for the ensuing year or otherwise as authorized by the Shareholders of the Corporation be and is hereby fixed at five (5).”

Management recommends that shareholders vote in favour of the Board Resolution set out above. In the absence of a contrary instruction, the persons named in the enclosed Proxy Form intend to vote FOR the Board Resolution.

III. Election of Directors

The board of directors presently consists of five (5) directors, all of whom are elected annually. It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed pursuant to the by-laws of the Corporation, unless his or her office is earlier vacated in accordance with the provisions of the Corporation’s by-laws.

Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. It is the intention of the management designees, if named as proxy, to vote FOR the election of said persons to the board of directors. 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 favor 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 Shares are to be withheld from voting in the election of directors.

The following information relating to the nominees as directors is based on information received by the Corporation from said nominees.

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Name of Proposed Nominees and Common Shares Beneficially
Proposed Positions with the Principal Occupation Owned or Controlled or Directed,
Corporation during Previous 5 Years Director Since Directly or Indirectly
Andrew Thomson President and Chief Executive Officer
President,Chief Executive Officer of the Corporation, President and Chief
2015 6,811,302 [(3)]
Ontario, Canada Executive Officer of Soltoro Ltd. from
2006 to 2015.
Alistair Waddell [(1)(2)] President & CEO Inflection Resources
British Columbia, Canada March 2018 to Present, VP Exploration
Kingsgate Consolidated (2016-2018) & 2017 360,000 [(4)]
VP Greenfields Exploration Kinross
-
Gold Corp (2010 2015)
Christina McCarthy [(2)] Former President and CEO of Paycore
Ontario, Canada Minerals Inc. from April 2022 to May
2023, former VP Corporate
Development New Oroperu Resources, 2020 31,200 [(5)]
former Director Corporate
Development McEwen Mining Inc.
Senior Advisor, Trillium Gold Mines.
Sean Spraggett [(1)(2)] General Manager of Orla Mining Ltd’s
Panama City, Panama Cerro Quema Project in Panama from
July 2020 to present, Former Country 2020 114,000 [(6)]
Manager for Stracon Panama and
Norsemont Peru.
Peter Bojtos [(1) (2) ] Non-executive Chairman of Avino
Lakewood, CO, USA Silver & Gold Mines Ltd. Independent
corporate director of mining 2022 10,000 [(7)]
companies.
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Notes:

(1) Member of the Corporate Governance and Compensation Committee.
(2) Member of the Audit Committee.
(3) Mr. Thomson holds 1,745,458 shares directly, 2,423,916 shares held by a corporation controlled by Mr. Thomson, an aggregate of 215,000 shares held by his daughters and 2,426,928 shares in various RESP, RRSP and TFSA accounts. Mr. Thomson also holds 250,000 options which are exercisable until December 19, 2024 at an exercise price of $0.25, 75,000 options which are exercisable until September 9, 2025 at an exercise price of $0.30, 200,000 options which are exercisable until July 16, 2026 at an exercise price of $0.33 and 125,000 options which are exercisable until November 29, 2027 at an exercise price of $0.11. Mr. Thomson also holds 394,000 warrants which are exercisable until June 18, 2023 at an exercise price of $0.40.
(4) Mr. Waddell holds 295,000 shares directly and 65,000 shares through a corporation he controls. Mr. Waddell also holds 75,000 options which are exercisable until December 1, 2024, 50,000 options which are exercisable until September 9, 2025 at an exercise price of $0.30, 50,000 options which are exercisable until July 16, 2026 at an exercise price of $0.33 at an exercise price of $0.25, and 75,000 options which are exercisable until November 29, 2027 at an exercise price of $0.11. Mr. Waddell also holds 142,500 warrants which are exercisable until June 18, 2023 at an exercise price of $0.40.
(5) Ms. McCarthy also holds 75,000 options which are exercisable until December 19, 2024 at an exercise price of $0.25, 150,000 options exercisable until September 9, 2025 at an exercise price of $0.30, 350,000 options which are exercisable until July 16, 2026 at an exercise price of $0.33, and 75,000 options which are exercisable until November 29, 2027 at an exercise price of $0.11
(6) Mr. Spraggett also holds 150,000 options which are exercisable until September 9, 2025 at an exercise price of $0.30, 50,000 options which are exercisable until July 16, 2026 at an exercise price of $0.33, and 75,000 options which are exercisable until November 29, 2027 at an exercise price of $0.11. Mr. Spraggett also holds an aggregate of 80,000 warrants which are exercisable until June 18, 2023 at an exercise price of $0.40.
(7) Peter Bojtos also holds 150,000 options which are exercisable until November 29, 2027 at an exercise price of $0.11.

Peter Bojtos

Mr. Bojtos is a Professional Engineer with over 50 years of worldwide experience in the mining industry. He has an extensive background in corporate management as well as in the mining sector in all facets of the industry from exploration through the feasibility study stage to mine construction, operations and decommissioning.

To the knowledge of the Corporation:

(a) no proposed director of the Corporation is, or has been within ten (10) years before the date of this management proxy circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(b) was subject to a cease trade order or similar order to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days; or
(c) was subject to an order issued after a proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(d) 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.

Except as noted below.

To the knowledge of the Corporation, no proposed director of the Corporation has, within the ten (10) years before the date of this management proxy circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

On July 30, 2018, the Ontario Superior Court of Justice Commercial List (the “ Court ”) issued a Court Order against Sage Gold Inc. (“ Sage Gold ”) of which Peter Bojtos was a director, appointing Deloitte Restructuring Inc. (the “ Receiver ”) as receiver over all of the assets, undertakings and properties of Sage Gold. The Court Order was issued in favour of the applicant, CRH Funding II Pte. Ltd., who had alleged that Sage Gold had become insolvent and as such, was unable to fulfill its obligations to the applicant under a gold prepayment agreement. The Court approved a Sales and Investor Solicitation Procedure whereby the Receiver conducted a liquidation and sale of all of the assets and mineral claims held by Sage. Mr. Bojtos’ directorship with Sage ceased on March 22, 2019.

IV. Appointment of Auditors

Management proposes that McGovern Hurley LLP of Toronto, Ontario be appointed as auditors of the Corporation for the ensuing year and that the directors be authorized to fix their remuneration. The Audit Committee recommended to the board of directors that McGovern Hurley LLP be appointed in respect of the financial year ending December 31, 2023. McGovern Hurley LLP was first appointed auditors in 2017.

The shareholders will be asked to consider and, if thought appropriate, pass, with or without variation, a resolution appointing McGovern Hurley LLP as auditors of the Corporation to hold office until the close of the next annual meeting and authorizing the directors of the Corporation to fix the remuneration of the auditors. Further information regarding the Corporation's auditors is set forth below under the "Audit Committee Disclosure" section. To be effective, this resolution must be passed by a majority of the votes cast in respect of this resolution.

The management designees, if named as proxy, intend to vote the Shares represented by any such proxy FOR the appointment of McGovern Hurley LLP as auditors of the Corporation at remuneration to be fixed by the board of directors upon the recommendation of the Audit Committee.

V. Approval of Stock Option Plan

The TSX Venture Exchange (the " Exchange ") requires all listed companies with a ten percent (10%) rolling stock option plan to obtain annual shareholder approval of such plan. Shareholders will be asked at the Meeting to vote on a resolution to approve the stock option plan (the " Plan ") for the ensuing year.

The Stock Option Plan

The Plan provides that the Board may, from time to time and at its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Shares. The Plan provides for a rolling maximum limit of ten percent (10%) of the outstanding Shares, as permitted by the Policies of the Exchange. On May 18, 2023 this represents  Shares available under the Plan. To date, outstanding options to purchase a total of 5,115,000 Common Shares have been issued to directors, officers, employees and consultants of the Corporation.

The maximum aggregate number of Common Shares that are issuable pursuant to options granted or issued under the Plan in any twelve (12) month period to any one consultant must not exceed two percent (2%) of the issued Common Shares, calculated at the date the option is granted. The maximum aggregate number of Common Shares that are issuable pursuant to all options granted in any twelve (12) month period to all “Investor Relations Service Providers” (as that term is defined in TSX-V) must not exceed two percent (2%) of the issued Common Shares, calculated as at the date any option is granted to any such Investor Relations Service Provider. Unless disinterested shareholder approval is obtained in accordance with the policies of the TSX-V:

i. the maximum number of Common Shares that may be issued to insiders under the Option Plan, within a twelve (12) month period, may not exceed ten percent (10%) of the issued Common Shares as calculated on the date of grant;

ii. the maximum number of Common Shares that may be issued to insiders (as a group), may not exceed ten percent (10%) of the issued Common Shares at any time; and

iii. the maximum number of Common Shares that may be issued to any one person, within a twelve (12) month period, may not exceed 5% of the issued Common Shares as calculated on the date of grant.

The Board determines the price per Common Share and the number of Common Shares that may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the TSX Venture Exchange (“ TSX-V ”). The price per Common Share set by the directors is subject to minimum pricing restrictions set by the TSX-V. The Board also determines any vesting provisions in respect of the options, except in the case of an Investor Relations Service Provider, whose options must vest over not less than 12 months, with no more than ¼ of the options vesting in any three-month period.

The Plan has been amended to permit the option holder, if they so choose, to exercise their options by way of cashless exercise, which includes “exercise funded by loan” and “net exercise” methods. Other minor amendments have also been made to the Option Plan to ensure it complies with TSXV Policy 4.4 – Security Based Compensation , which was amended as of November 24, 2021. Exercise funded by loan permits the option holder to purchase shares awarded under the Option Plan using money loaned to them from a brokerage firm rather than funding the exercise with their own personal funds. Payment and delivery of shares under the exercise funded by loan option would be as follows: (i) a brokerage firm loans the aggregate exercise price to the option holder (the “ Loan ”); (ii) the Corporation issues the shares then being purchased pursuant to the exercise of the option and deposits the shares with the brokerage firm; (iii) the brokerage firm then sells a sufficient number of those shares on behalf of the option holder to generate net cash sale proceeds to repay the Loan; and (iv) the net cash sale proceeds are applied in full

repayment of the Loan to the brokerage firm and the option holder is entitled to receive any remaining balance of the net cash sale proceeds and the balance of the Shares.

Net exercise permits the option holder to surrender or terminate their right to purchase a certain number of shares pursuant to their options in order to satisfy the payment required by exercising their options. Without paying any cash, upon exercise, the option holder will receive shares with a total aggregate value equal to the difference between the exercise price of their options and the volume weighted average price of the shares. Option holders will be able to select their desired method of exercise by checking the appropriate box on their exercise notice.

Options may be exercisable for up to ten (10) years from the date of grant, but the board of directors has the discretion to grant options that are exercisable for a shorter period. Options granted under the Plan do not require vesting provisions, although the Board may attach a vesting period or periods to individual grants as it deems appropriate. Options under the Plan are non-assignable and non-transferable. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant, by reason of disability, retirement or resignation, the expiry date of any vested options held by such holder shall be deemed to be the earlier of the expiry date set forth on the option or the date that is twelve (12) months after the cessation of employment. If terminated for cause then the options shall terminate immediately. If the holder is an Investor Relations Service Provider, then the options shall terminate on the earlier of the expiry date or 30 days from termination of the employment. In the event an option holder dies, the personal representative of the deceased may exercise the deceased options them at the time of their death. The full text of the Plan will be available for review at the Meeting and will be supplied free of charge to shareholders upon written request made directly to the Corporation at its registered head office located at 145 King Street West, Suite 2870, Toronto, Ontario, M5H 1J8, Attention: President.

At the Meeting, the shareholders will be asked to approve the following resolutions:

"BE IT RESOLVED THAT:

(a) The stock option plan of the Corporation as described in this Management Information Circular of the Corporation dated May 18, 2023, be and is hereby ratified and approved for the ensuing year, subject to any minor change required by the TSX Venture Exchange; and
(b) any one director or officer of the Corporation be and is authorized to make all such arrangements, to do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise, as may be considered necessary or advisable to give full force and effect to the foregoing."

The resolutions must be approved by a simple majority approval of the votes cast at the meeting by the holders of Shares. If the Plan is not approved by the shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees and consultants.

If named as proxy, the management designees intend to vote the Shares represented by such proxy FOR approval of the Plan, unless otherwise directed in the instrument of the proxy.

VI. Other Matters

Management of the Corporation knows of no other matter to come before the Meeting other than those referred to in the notice of meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

The Board of the Corporation is currently comprised of five (5) directors. The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the " CSA ") have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (" NI 58-101 "), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Independent Directors – The independent members of the Board are Alistair Waddell, Christina McCarthy, Sean Spraggett and Peter Bojtos.

Non-independent directors – The only non-independent director is Andrew Thomson, President and Chief Executive Officer of the Corporation.

Involvement in Other Reporting Issuers – The following directors hold directorships in other reporting issuers:

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Name Issuer
Andrew Thomson Montero Mining & Exploration Ltd. (TSXV:MON)
Winshear Gold Corp. (TSXV:WINS)
NewOrigin Gold Corp. (TSXV:NEWO)
Alistair Waddell Inflection Resources Ltd. (CSE:AUCU)
North Stawell Minerals (ASX:NSM)
Precipitate Gold Corp. (TSXV:PRG)
Christina McCarthy Osisko Green Acquisition Limited (TSX: GOGR)
i-80 Gold Corp. (TSX:IAU)
Sean Spraggett NA
Peter Bojtos E2 Gold Inc. (TSXV:ETU)
Avino Silver & Gold Mines Ltd. (TSX:ASM)
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Orientation and Continuing Education of Board Members – New Board members receive an orientation package which includes reports on operations and results and public disclosure filings by the Corporation. Board meetings are combined where necessary with presentations by the Corporation's management to give the directors additional insight into the Corporation's business. In addition, management of the Corporation makes itself available throughout the year for discussion with all Board members.

Measures to Encourage Ethical Business Conduct – The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. The Corporation does not have a formalized code of business conduct.

Nomination of Board Members – 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. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Determination of Compensation of Directors and Officers – The Corporate Governance & Compensation Committee assists the Board in fulfilling its obligations relating to human resource and compensation matters of the Corporation and its subsidiaries and to establish a plan for the continuity and development of senior management. The members of the Corporate Governance & Compensation Committee are Alistair Waddell, Christina McCarthy and Spraggett, and all are independent.

The Corporate Governance & Compensation Committee reviews compensation paid for executive officers of companies of similar business, size and stage of development and determines 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.

Further information regarding the Corporate Governance & Compensation Committee's responsibilities, powers and operation are set out below under the section entitled “Statement of Executive Compensation”.

The Corporation believes that each of the Corporate Governance & Compensation Committee members possess the skills and experiences that enable the member to make decisions on the suitability of the compensation policies and practices of the Corporation as set out below.

Other Board Committees – The Corporation's Board has no standing committees other than the Audit Committee and the Corporate Governance & Compensation Committee.

Assessment of Directors, the Board and Board Committees – The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting process of the Corporation and annual external audits of the consolidated financial statements. The Committee has set out its responsibilities and composition requirements in fulfilling its oversight in relation to the Corporation's internal accounting standards and practices, financial information, accounting systems and procedures, which procedures are set out below in the Corporation's audit committee charter.

Audit Committee Charter

The Board has developed a written audit committee charter (the " Charter "). A copy of the Charter is attached hereto as "Schedule A".

Composition of the Audit Committee

During the Corporation’s most recently completed financial year, the Audit Committee consisted of Christina McCarthy, Hugh Agro, Alistair Waddell, all being independent and financially literate. Hugh Agro resigned from the Board and the Audit Committee on November 29, 2022. Peter Bojtos was appointed in his place. The Audit Committee meets at least on an annual basis with the Corporation's auditors.

Relevant Education and Experience of Audit Committee Members

Christina McCarthy is a geologist with ten ( 10) years of resource capital market experience. Christina is former President of Paycore Minerals Inc. prior to which she was the Vice President of Corporate Development for New Oroperu Resources prior to which she was the Director of Corporate Development

for McEwen Mining Inc. (“McEwen”) for five (5) years. Prior to joining McEwen, Ms. McCarthy's worked in the capital markets, mining research and institutional sales. Ms. McCarthy is a geologist and holds a Bachelor of Science degree in Earth Sciences/Geology from Brock University.

Alistair Waddell is a Geologist with over 25 years of diverse resource industry experience, including senior roles with both junior and major mining companies. Alistair is the President & CEO of Inflection Resources a company focused on exploration for gold and copper in Australia and Chairman of Headwater Gold focused on exploration in Nevada and Idaho. He was a founder and former President and CEO GoldQuest Mining Corp. principally focused on exploration in the Dominican Republic. More recently, he was Vice President – Greenfields Exploration for Kinross Gold Corp. responsible for global greenfields exploration and Vice President Corporate Development and Exploration for Kingsgate Consolidated.

Mr. Bojtos is currently Chairman of Avino Silver & Gold Mines Ltd. and brings worldwide experience in all facets of the mining industry, from corporate management and financing to exploration, development and mining. He acts as an independent director and audit committee member of numerous exploration and mining companies. He has been involved in the technical aspects of a variety of mineral projects across the globe.

Audit Committee Oversight

At no time since the commencement of the Corporation's fiscal year ended December 31, 2022 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on the exemptions contained in Section 2.4 ( De Minimis Non-audit Services ) or Section 8 ( Exemptions ) of National Instrument 52-110 (" NI 52-110 ").

Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed five percent (5%) of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by McGovern Hurley LLP, during the last two financial years for the audits of the financial statements for the years ended December 31, 2021 and 2020, respectively.

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Nature of Service Fees Paid to Auditor in Fees Paid to Auditor in
Year-ended Year-ended
December 31, 2022 December 31, 2021
($) ($)
Audit Fees [(1) ] 33,600 28,000
Audit Related Fees [(2)] 0 0
Tax Fees [(3)] 0 0
All Other Fees [(4)] 0 0
Total: 33,600 28,000
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Notes:

(1) " Audit Fees " include fees necessary to perform the annual audit and any quarterly reviews of the Corporation's financial statements. This includes fees for the review of tax provisions and for accounting consultations on matters reflected in the financial statements. This also includes audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. (2) " Audit-Related Fees " include fees for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements and that are not included in "Audit Fees". (3) " Tax Fees " include fees for professional services rendered by the Corporation's auditors for tax compliance, tax advice and tax planning.

(4) " All Other Fees " include fees for products and services provided by the Corporation's auditors other than the services included in "Audit Fees" , "Audit-Related Fees" and "Tax Fees" .

Exemption

As the Corporation is a venture issuer, it relies on the exemptions provided by section 6.1 of NI 52-110.

STATEMENT OF EXECUTIVE COMPENSATION

The Corporation's Statement of Executive Compensation, in accordance with the requirements of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, is set forth below, which contains information about the compensation paid to, or earned by, the Corporation's Chief Executive Officer and Chief Financial Officer and each of the other three most highly compensated executive officers of the Corporation earning more than CND$150,000 in total compensation (the " Named Executive Officers" or "NEOs ") during the Corporation's last two most recently completed financial years. Based on the foregoing, Andrew Thomson, Michael Farrant and Brian Jennings were the Corporation's only Named Executive Officers during the financial year ended December 31, 2022.

Compensation Discussion and Analysis

Among its other duties, the Board is responsible for: (i) overseeing the Corporation's human resources policies, executive compensation, management succession and development, and equity compensation plans, and (ii) ensuring that the Corporation's executive compensation policies and programs are competitive and reflect the long-term interest of the Corporation and its shareholders.

In order to ensure that the process for determining executive compensation remains objective, the Board (i) requires that executive directors remove themselves from any deliberations or determinations relating to their own compensation, (ii) seeks external, independent advice when requested or deemed appropriate by any member of the Board, and (iii) ensures that any decisions relating to the compensation of the executive directors are reviewed and approved by the independent members of the Corporate Governance & Compensation Committee prior to finalization or implementation.

The Board has established the Corporate Governance & Compensation Committee to assist the Board in fulfilling its obligations relating to human resource and compensation matters of the Corporation and its subsidiaries and to establish a plan for the continuity and development of senior management. The members of the Corporate Governance & Compensation Committee are Alistair Waddell, Peter Bojtos and Sean Spraggett.

The Corporate Governance & Compensation Committee is responsible for reviewing the performance, compensation, professional development, recruitment and succession planning of the directors and

executive officers of the Corporation as well as employee benefits programs. The Board, as a whole, ultimately determines compensation for the directors, its Chief Executive Officer, President and Chief Financial Officer on the advice of the Corporate Governance & Compensation Committee. In performing its duties, the Corporate Governance & Compensation Committee has the authority to engage such advisors, including executive compensation consultants, as it considers necessary. The Corporation does not currently have any contractual arrangement with an executive compensation consultant who has a role in determining or recommending the amount or form of senior officer or director compensation.

Compensation Process

To determine compensation payable, the Corporate Governance & Compensation Committee and Board considers, among other things, the provisions of any relevant employment or consulting contracts, anecdotal evidence of compensation paid for directors and executive officers of companies of similar business, size and stage of development and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and executive officers while taking into account the financial and other resources of the Corporation, as well as the contractual obligations of the Corporation. The Corporate Governance & Compensation Committee may take into account executive compensation paid by companies comparable with the Corporation, although no specific benchmarking policy is in place for determining compensation or any element of compensation.

The Corporation compensates its Named Executive Officers primarily on the basis of the amount of time and effort they devote to the Corporation's affairs. Factors such as the Corporation's financial position and the price of its Shares are also taken into account. The objectives of the policy are to provide a level of cash compensation equivalent or below rates charged by individuals of comparable technical experience and to create longer term incentives through option grants. In order to create a significant relationship between corporate performance and executive compensation, options are granted based on the Named Executive Officer's level of responsibility within the Corporation and the exercise price of options granted in the past.

The Corporate Governance & Compensation Committee reviews on an annual basis the cash compensation, performance and overall compensation package for each member of management. It then submits to the Board recommendations with respect to the basic salary, bonus and participation in share compensation arrangements for each member of management. After discussing and considering various factors with both management and peers in the industry and receiving recommendations from the President of the Corporation for salaries, incentive option grants and bonuses for members of management (other than the President), the Corporate Governance & Compensation Committee makes its recommendations to the Board of Directors for approval.

The Corporation's overall policy regarding compensation of the Corporation's Named Executive Officers is structured to provide competitive salary levels and compensation incentives that support both the shortterm and long-term goals of the Corporation, attract and retain suitable and qualified executive management, and establish a compensation framework which is industry competitive. The compensation program consists of the following three components:

Base salary

Base salaries of Named Executive Officers are determined by referencing salary levels in the industry in which the Corporation operates. In setting salaries, the Corporate Governance & Compensation Committee and Board do not rely upon benchmarking or mathematical formulas. The Board of Directors reviews information drawn from a variety of sources, including proxy statements of competitive companies of comparable size and complexity, and, when appropriate, surveys conducted by compensation consultants. Criteria included in the determination of salary levels include the individual's

experience level, the scope and complexity of the position held, and salaries being paid for similar positions at other Canadian and United States companies of similar size.

Annual Performance Incentive

Bonuses may or may not be paid and are based on the achievement of corporate and individual performance objectives.

Stock Options

The stock option component of the executive compensation package is provided to focus management attention on corporate performance over a period of time longer than one year in recognition of long-term horizons for return on investments and strategic decisions. The level of stock option awards given to each Named Executive Officer is determined by his or her position, his or her potential future contributions to the Corporation and the number and terms of stock option awards previously granted to the Named Executive Officer. All stock option awards are reviewed by the Corporate Governance & Compensation Committee and the Board. The Corporate Governance & Compensation Committee and the Board determine a meaningful level of award for employees ranging from key employees to the Chief Executive Officer. The level of stock option awards is also influenced by the number of executives and key employees in the current year and the likelihood of grants in future years to executives and key employees since the total number of stock options available under the Corporation's Stock Option Plan is limited. The Corporation's current stock option plan is summarized above in the section "Approval of Stock Option Plan".

Other than the Corporation's Stock Option Plan, the Corporation does not have any other long term incentive plans, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance over a period greater than one financial year (whereby performance is measured by reference to financial performance or the price of the Corporation's securities).

The Corporation does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

Compensation Risk

The Corporation has not adopted a formal policy on compensation risk management nor has it engaged an independent compensation consultant. The Corporation recognizes that there may be risks in its current processes but given the size and number of executives dedicated on a full-time basis, the Corporation does not believe the risks to be significant.

The Corporation has a Corporate Governance & Compensation Committee, consisting of independent members of the Board, to assist the Board in discharging its duties relating to compensation of the Corporation’s directors and senior officers. The Board believes that the executive compensation program of the Corporation should not raise its overall risk profile. Accordingly, the Corporation’s executive compensation programs include safeguards designed to mitigate compensation risks. The following measures impose appropriate limits to avoid excessive or inappropriate risk taking or payments:

discretionary bonus payments are recommended to the Board by the Corporate Governance Compensation Committee based on annual performance reviews;
stock option vesting and option terms of three (3) to five (5) years discourages excessive risk taking to achieve short-term goals; and

implementation of trading black-outs limit the ability of senior officers to trade in securities of the Corporation.

Inappropriate and excessive risks by executives are also mitigated by regular meetings of the Board, at which, activity by the executives must be approved by the Board if such activity is outside previously Board-approved actions and/or as set out in a board-approved budget. Due to the fact that the Corporation is still a development stage mining company and given the current composition of the Corporation’s executive management team, the Board and the Corporate Governance & Compensation Committee are able to closely monitor and consider any risks which may be associated with the Corporation’s compensation practices. Risks, if any, may be identified and mitigated through regular board of directors meetings during which financial and other information of the Corporation are reviewed, including executive compensation.

Director and Named Executive Officer Compensation

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 financial years ended December 31, 2021, and 2022. Unless otherwise noted, salaries for the Named Executive Officers are paid in Canadian dollars.

Table of Compensation excluding Compensation Securities

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Salary,
consulting
fee, retainer Value of all
or Committee or Value of other Total
Name and position Year commission Bonus meeting fees perquisites compensation compensation
($) ($) ($) ($) ($) ($)
Andrew Thomson 2022 175,000 Nil Nil Nil Nil 175,000
President, Chief 2021 138,000 Nil Nil Nil Nil 138,000
Executive Officer &
Director
Michael Farrant [(1)] 2022 16,000 Nil Nil Nil Nil 16,000
Chief Financial Officer
Brian Jennings 2022 54,167 Nil Nil Nil Nil 54,167
Former Chief Financial 2021 65,000 Nil Nil Nil Nil 65,000
Officer [(1)]
Hugh Agro [(2)] 2022 Nil Nil 15,125 Nil Nil 15,125
Director 2021 Nil Nil 8,250 Nil Nil 8,250
Alistair Waddell 2022 Nil Nil 14,500 Nil Nil 14,500
Director 2021 Nil Nil 7,250 Nil Nil 7,250
Christina McCarthy 2022 Nil Nil 14,500 Nil Nil 14,500
Director 2021 Nil Nil 7,250 Nil Nil 7,250
Sean Spraggett 2022 Nil Nil 10,000 Nil Nil 10,000
Director 2021 Nil Nil 5,000 Nil Nil 5,000
Peter Bojtos 2022 Nil Nil 1,375 Nil Nil 1,375
Director
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Notes:

(1) Michael Farrant was appointed CFO on November 29, 2022 on the same day that Brian Jennings resigned as CFO of the Corporation.

(2) Peter Bojtos was appointed a director on November 29, 2022 on the same day that Hugh Agro resigned as a director of the Corporation.

Summary Compensation – Narrative Discussion

The Corporation has not entered into any formal executive employment agreements with its Named Executive Officers at this time.

Estimated Change of Control and Termination Benefits

The Corporation is not required to make any special payments in respect of a termination without cause or in the event of a change of control, except in accordance with applicable employment laws.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each NEO and directors by the Company in the financial year ended December 31, 2022 for services provided directly or indirectly to the Company.

Compensation Securities

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Name and position Type of Number of Date of Issue, Closing Closing Expiry Date
compensation compensation issue or conversion price of price of
security securities, grant or exercise security or security or
number of price underlying underlying
underlying ($) security on security at
securities, and date of year end
percentage of grant ($)
class ($)
(#)
Andrew Thomson Stock 125,000 November 29, 2022 $0.11 $0.105 $0.08 November 29, 2027
President, Chief Option
Executive Officer &
Director
Michael Farrant [(1)] Stock 200,000 November 29, 2022 $0.11 $0.105 $0.08 November 29, 2027
Chief Financial Officer Option
Brian Jennings [(1)] Stock nil
Former Chief Option
Financial Officer
Hugh Agro [2)] Stock nil
Director Option
Alistair Waddell Stock 75,000 November 29, 2022 $0.11 $0.105 $0.08 November 29, 2027
Director Option
Christina McCarthy Stock 75,000 November 29, 2022 $0.11 $0.105 $0.08 November 29, 2027
Director Option
Sean Spraggett Stock 75,000 November 29, 2022 $0.11 $0.105 $0.08 November 29, 2027
Director Option
Peter Bojtos [(2)] Stock 150,000 November 29, 2022 $0.11 $0.105 $0.08 November 29, 2027
Director Option
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Notes:

(1) Michael Farrant was appointed CFO on November 29, 2022 on the same day that Brian Jennings resigned as CFO of the Corporation.

(2) Peter Bojtos was appointed a director on November 29, 2022 on the same day that Hugh Agro resigned as a director of the Corporation.

The following table discloses each exercise by a director or NEO of compensation securities during the financial year ended December 31, 2022.

Exercise of Compensation Securities by Directors and NEOs

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Difference
between
exercise
Number Closing price price and
Type of of underlying Exercise per security closing price Total value
compensation securities price per Date of on date of on date of on exercise
Name and Position security exercised security Exercise exercise exercise date
(#) ($) ($) ($) ($)
Andrew Thomson Stock
Nil N/A N/A N/A N/A N/A
President and Chief
Option
Executive Officer
Michael Farrant [(1)] Stock
Nil N/A N/A N/A N/A N/A
Chief Financial Officer Option
Brian Jennings Stock Nil N/A N/A N/A N/A N/A
Chief Financial Officer
Option
Hugh Agro [(1)] Stock Nil N/A N/A N/A N/A N/A
Director Option
Alistair Waddell Stock
Nil N/A N/A N/A N/A N/A
Director Option
Christina McCarthy Stock Nil N/A N/A N/A N/A N/A
Director Option
Sean Spraggett Stock Nil N/A N/A N/A N/A N/A
Director Option
Peter Bojtos [(2)] Stock Nil N/A N/A N/A N/A N/A
Director Option
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Notes:

(1) Michael Farrant was appointed CFO on November 29, 2022 on the same day that Brian Jennings resigned as CFO of the Corporation.

(2) Peter Bojtos was appointed a director on November 29, 2022 on the same day that Hugh Agro resigned as a director of the Corporation.

Pension Plan Benefits

No pension or retirement benefits plans have been instituted and none are proposed at this time.

Director Compensation

The aggregate cash compensation paid to the directors of the Company for services rendered in their capacities as directors, since the date of incorporation, was nil. Directors who are not officers are entitled to receive compensation (to the extent that they provide services to the Company) at rates that would be charged by such directors for such services to arm's length parties. Directors are paid an annual fee of $7,000 for their services as directors. The Chairman of the Audit Committee receives an annual fee of $7,500 and members of the Audit Committee receive an annual fee of $4,500. The Chairman of the Governance and Compensation Committee receives an annual fee of $5,000 and members of the Governance and Compensation Committee receive an annual fee of $3,000.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the number of Shares to be issued pursuant to equity compensation plans under which equity securities of the Corporation are authorized for issuance for all compensation plans

previously approved by security holders and all compensation plans not previously approved by security holders as of December 31, 2022.

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Number of common
shares to be issued Weighted-average Number of common shares remaining
upon exercise of exercise price of available for future issuance under
outstanding options, outstanding options, equity compensation plans [excluding
Plan Category warrants and rights warrants and rights securities reflected in column (a)]
(a) (b) (c)
Equity compensation plans
approved by security 5,115,000 $0.25 1,413,483
holders
Equity compensation plans
- - -
not approved by security
holders
TOTAL: 5,115,000 $0.25 1,413,483
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MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation and by companies controlled/owned by directors and officers. The Corporation does not currently have any management contracts.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors or executive officers of the Corporation were indebted to the Corporation, at any time during its last completed financial year.

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

Other than as set forth in this Information Circular, the management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Corporation's last financial year or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. All of the directors and officers may receive options pursuant to the Plan. See "Equity Compensation Plans" .

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of any informed person of the Corporation, any proposed nominee for election as a director of the Corporation or any associate or affiliate of any such person in any transaction during the financial year ended December 31, 2022, or in any proposed transaction, that has materially affected or would materially affect the Corporation or any of its subsidiaries, other than those disclosed elsewhere in the Management Information Circular.

LEGAL PROCEEDINGS

The directors and senior officers of the Corporation are not aware of any material litigation outstanding, threatened or pending, as of the date hereof by or against the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on the System for Electronic Document Analysis and Retrieval (" SEDAR ") of the Canadian Securities Administrators at www.sedar.com. Financial information regarding the Corporation is provided in the Corporation's comparative financial statements and management's discussion and analysis for its most recently completed financial year.

Security holders of the Corporation may contact the Corporation at (416) 987-0722 to request copies of the Corporation's financial statements and management's discussion and analysis.

GENERAL

All matters referred to herein for approval by the shareholders require a majority of the shareholders voting, in person or by proxy, at the Meeting.

Unless otherwise specified, information contained in this Information Circular is given as May 18, 2023 and, unless otherwise specified, all amounts shown represent Canadian dollars.

A Shareholder who wishes to submit a proposal to the Corporation must send such proposal to the Corporation such that it is received by the Corporation at least ninety (90) days before the anniversary date of the notice of meeting sent to Shareholders in connection with the previous annual meeting of Shareholders.

DIRECTORS' APPROVAL

The contents and the sending of this Circular to the shareholders of the Corporation have been approved by the Board of Directors of the Corporation.

BY ORDER OF THE BOARD OF DIRECTORS OF PALAMINA CORP.

(Signed) "Andrew Thomson"

ANDREW THOMSON

President, Chief Executive Officer

THIS IS "SCHEDULE A" ATTACHED TO AND MADE A PART OF THE INFORMATION CIRCULAR IN CONNECTION WITH THE ANNUAL AND SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF PALAMINA CORP. TO BE HELD JUNE 28, 2023, AND ANY ADJOURNMENT THEREOF.

PALAMINA CORP. (the "Corporation")

AUDIT COMMITTEE CHARTER

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

assist the Board of Directors in its oversight role with respect to:
(a) the quality and integrity of financial information;
(b) the independent auditor's performance, qualifications and independence;
(c) the performance of the Corporation's internal audit function, if applicable; and
(d) the Corporation's compliance with legal and regulatory requirements and

prepare such reports of the Audit Committee required to be included in the information/proxy circular of the Corporation in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three or more Directors appointed by the Board of Directors, a majority of whom shall be neither officers nor employees of the Corporation or any of the Corporation's affiliates. The members of the Audit Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, and applicable securities regulatory authorities.

The Board of Directors shall designate one member of the Audit Committee as the Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment. The Board of Directors shall determine whether and how many members of the Audit Committee qualify as a financial expert as defined by applicable law.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

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SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the board for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including (i) reviewing and evaluating the lead partner on the independent auditor's engagement with the Corporation, and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every 7 years).

Financial Reporting

Review and discuss with management and the independent auditor:

prior to the annual audit the scope, planning and staffing of the annual audit,
the annual audited financial statements,
approve any reports for inclusion in the Corporation's Annual Report, as required by applicable legislation,
significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements,
any significant changes in the Corporation's selection or application of accounting principles,
any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies, and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

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AUDIT COMMITTEE'S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor (if any) all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Corporation's financial statements and disclosures are complete, accurate, in accordance with IFRS and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities. The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Corporation in accordance with Canadian generally accepted accounting principles.

Funding for the Independent Auditor and Retention of Other Independent Advisors

The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Corporation.

Approval of Audit and Remitted Non-Audit Services Provided by External Auditors

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Corporation or its subsidiaries must receive prior approval from the Audit Committee, in accordance with this protocol. The CFO shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

AUDIT COMMITTEE "WHISTLE-BLOWER" PROCEDURES POLICY

National Instrument 52-110 Requirement

Pursuant to National Instrument 52-110, the Corporation's Audit Committee is required to establish procedures for:

(a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

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This procedures policy is designed to achieve this purpose.

The Corporation's Procedure

Employees or consultants having concerns regarding questionable accounting or auditing matters are encouraged to submit such concerns (the " Accounting Related Complaint ") to the Chair of the Corporation's Audit Committee.

Any employee or consultant who wishes to make an Accounting Related Complaint may do so anonymously or in confidence by directing such Accounting Related Complaint in writing directly to the Chair of the Audit Committee. Delivery may be made directly to the Chair or to the Chair care of the Corporation and marked personal and confidential.

Upon receiving an Accounting Related Complaint, the Chair of the Audit Committee will, depending upon the apparent urgency of the matter, call a meeting of the Audit Committee or add the Accounting Related Complaint to the agenda for consideration at the next regularly scheduled meeting of the Audit Committee.

The Audit Committee shall review and discuss, on a preliminary basis, the nature of the Accounting Related Complaint and the accounting, internal accounting controls or auditing matters that are called into question. In conducting this review, the Audit Committee will hold an in camera session, and then may request the attendance, at its discretion, of the Chief Executive Officer, the Chief Financial Officer, the Corporation's auditor and/or the person making the Accounting Related Complaint (if known and if such person is amenable) and/or such other persons as it deems necessary. The purpose of the meeting and the nature of the Accounting Related Complaint shall have been communicated to all such attendees by notice prior to the meeting.

If the Audit Committee is satisfied upon a preliminary review that the Accounting Related Complaint has merit, the Audit Committee shall authorize the Chair of the Audit Committee to retain and consult with an appropriately qualified: (1) law firm; and (2) a registered public accounting firm, within the meaning of applicable securities legislation, other than the independent auditor, in order to review the Accounting Related Complaint.

Following the conclusion of its inquiries, the Audit Committee shall meet to determine the merit of the Accounting Related Complaint. Minutes of such meeting shall be kept in the normal course in order to ensure a record of the nature and treatment of the Accounting Related Complaint.

Upon reaching such determination, the Audit Committee will communicate its findings and recommendations to the Board. The Board shall consider and implement such recommendations, as it deems advisable, to rectify any deficiencies identified in the Accounting Related Complaint and shall communicate same to management.

The Audit Committee shall ensure that confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under the circumstances; and the person who makes the Accounting Related Complaint (if known) shall receive a written summary of the final determination.

The Audit Committee shall retain all documentation regarding the Accounting Related Complaint, its preliminary review, any investigation, determination and implementation of recommendations for a period of no less than ten (10) years.

Administration

The Corporation, through the Chief Executive Officer shall be responsible for the dissemination of this Policy to all Employees and other personnel.

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No Retaliation

The Corporation will not allow or pursue retaliation of any kind in respect of an Accounting Related Complaint, or for assistance or information provided to applicable authorities in connection with an investigation of breaches of applicable securities law, where such are made or provided in good faith. In addition, no employee or consultant may be adversely affected because the person refused to carry out a directive which, in fact, constitutes corporate fraud, is a violation of this Procedure, a violation of the law or presents a substantial and specific danger to the public's health and safety. Any retaliatory action should immediately be reported to the Chair or any other member of the Corporation's Board of Directors.

AI assistant

Palamina Corp. — Proxy Solicitation & Information Statement 2023

47307_rns_2023-05-19_88a1db09-30c3-4353-a974-5567b5e37931.pdf

PALAMINA CORP.

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

PALAMINA CORP.

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

PALAMINA CORP.

INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

VOTING OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS ON VOTING THEIR SHARES

NOTICE AND ACCESS

APPOINTMENT OF PROXY

REVOCATION OF PROXIES

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

I. Receipt of Financial Statements

II. Fixing Number of Directors

Board Resolution

“BE IT RESOLVED THAT:

III. Election of Directors

Peter Bojtos

IV. Appointment of Auditors

V. Approval of Stock Option Plan

The Stock Option Plan

"BE IT RESOLVED THAT:

If named as proxy, the management designees intend to vote the Shares represented by such proxy FOR approval of the Plan, unless otherwise directed in the instrument of the proxy.

VI. Other Matters

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience of Audit Committee Members

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

Exemption

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Process

Base salary

Annual Performance Incentive

Stock Options

Compensation Risk

Director and Named Executive Officer Compensation

Table of Compensation excluding Compensation Securities

Summary Compensation – Narrative Discussion

Estimated Change of Control and Termination Benefits

Stock Options and Other Compensation Securities

Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Pension Plan Benefits

Director Compensation

EQUITY COMPENSATION PLAN INFORMATION

MANAGEMENT CONTRACTS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

LEGAL PROCEEDINGS

ADDITIONAL INFORMATION

GENERAL

DIRECTORS' APPROVAL

ANDREW THOMSON

PALAMINA CORP. (the "Corporation")

AUDIT COMMITTEE CHARTER

OVERALL ROLE AND RESPONSIBILITY

MEMBERSHIP AND MEETINGS

STRUCTURE AND OPERATIONS

SPECIFIC DUTIES

Oversight of the Independent Auditor

Financial Reporting

AUDIT COMMITTEE'S ROLE

Funding for the Independent Auditor and Retention of Other Independent Advisors

Approval of Audit and Remitted Non-Audit Services Provided by External Auditors

Palamina Corp. Proxy Solicitation & Information Statement 2023