Peruvian Metals Corp.

INFORMATION CIRCULAR

AND

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 28, 2022

NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders of Peruvian Metals Corp. (the “ - Corporation ”) will be held online at https://wildlaw ca.zoom.us/j/88609815087 and at 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 at 10:00 a.m. (Edmonton time) on June 28, 2022 (the “ Meeting ”) for the following purposes:

TO RECEIVE the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2021, together with the report of the auditors thereon;
TO ELECT the directors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders;
TO APPOINT the auditors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders and to authorize the board of directors of the Corporation to fix the auditors’ remuneration;
TO CONSIDER, and if deemed advisable, to approve a special resolution substantially in the form set out in the accompanying management information circular (the “ Circular ”) authorizing and approving the continuance (the “ Continuance ”) of the Corporation from the federal jurisdiction of Canada to the Province of Alberta in accordance with the Business Corporations Act (Alberta) (the “ ABCA ”), as more fully described in the Circular;
TO CONSIDER, and if deemed advisable, to approve an ordinary resolution substantially in the form set out in the accompanying Circular re-approving the Corporation’s stock option plan (the “ Plan ”) and ratifying, approving and authorizing certain amendments to the Plan in accordance with the policies of the TSX Venture Exchange; and
TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment(s) thereof.

We are committed to safeguarding the health and well-being of our employees, service providers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year’s Meeting will be available to our shareholders in a virtual format, by way of a live webcast. While we will also be holding the Meeting at the address noted above, the Corporation strongly encourages all shareholders to vote their shares in advance of the Meeting and to attend the Meeting via videoconference at https://wildlaw-ca.zoom.us/j/88609815087 rather than attending in person. You can also dial in using the following numbers: dial 647 558 0588 use meeting ID 886 0981 5087. The board of directors and management will address the Meeting and shareholders will be able to listen and ask questions at the meeting in real time via the Internet. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference will help safeguard your health and the health of the Corporation’s personnel and the community generally.

The Corporation is continuously monitoring the current coronavirus pandemic. In light of rapidly evolving news and guidelines related to COVID-19, we ask that, in considering whether to attend the Meeting in person, Shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html) and any applicable additional provincial and local health department instructions in the Province of Alberta. You should not attend the Meeting in person if you are experiencing any fever / new onset of cough / worsening chronic cough / shortness of breath / difficulty breathing / sore throat / difficulty swallowing / decrease or loss of sense of taste or smell / chills / headaches / unexplained fatigue, malaise, muscle aches / nausea, vomiting, diarrhea, abdominal pain / pink eye (conjunctivitis) / runny nose or nasal congestion (collectively, the “ Symptoms ”) without other known cause, if you or someone with whom you have been in close contact has travelled to/from outside of Canada or had a layover outside Canada within the 14 days prior to the Meeting, or if you have been in close contact with someone with COVID-19 symptoms or who has been confirmed COVID-19 positive in the last 14 days. In order to minimize group sizes and respect social distancing regulations, all shareholders

are urged to vote on the matters before the Meeting by proxy or voting instruction form, as the case may be, which proxy or voting instruction form can be submitted electronically or by mail as described in the accompanying Circular.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) changing the Meeting format by holding the Meeting virtually only (and cancelling the physical meeting aspect of the Meeting) and providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit any of the Symptoms, or who have been in close contact with someone who has, (v) travelled to/from outside of Canada or had a layover outside Canada within the 14 days immediately prior to the Meeting; (vi) denying access to persons that do not have evidence of full vaccination or a negative COVID-19 rapid test result completed within 24 hours immediately prior to the Meeting, and (vii) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR. We strongly recommend you check the Corporation’s SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting proxy materials.

* PERSONS THAT DO NOT HAVE EVIDENCE OF FULL VACCINATION PRIOR TO THE MEETING MAY NOT BE GRANTED ACCESS TO ATTEND THE MEETING IN PERSON AT THE DISCRETION OF THE CHAIR.***

We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to attend the Meeting virtually and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

Information relating to the matters to be dealt with at the Meeting is set forth in the Circular which accompanies this notice of meeting.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of Proxy. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on May 24, 2022 will be entitled to receive notice of and vote at the Meeting.

It is important that your common shares are represented at the Meeting. A Shareholder may attend the Meeting in person or may be represented by proxy. If you are unable to attend in person, please fill in, sign and return the enclosed instrument of proxy in the envelope provided for that purpose.

Proxies, to be valid, must be deposited at the office of Odyssey Trust Company, 1230-300 5[th ] Avenue SW, Calgary AB, T2P3C4 not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment of the Meeting.

DATED at Toronto, Ontario, this 31[st] day of May, 2022.

BY ORDER OF THE BOARD

(signed) “Jeffrey J. Reeder” JEFFREY J. REEDER

Chief Executive Officer and Chair

PERUVIAN METALS CORP. MANAGEMENT INFORMATION CIRCULAR May 31, 2022

PART I – GENERAL MEETING INFORMATION

SOLICITATION OF PROXIES

This management information circular (the “Information Circular”) is furnished in connection with the solicitation by the management of Peruvian Metals Corp. (the “Corporation”) of proxies to be used at the Annual and Special Meeting of Shareholders of the Corporation (the “Meeting”) to be held on Tuesday, June 28, 2022 at 10:00 a.m. (Edmonton time) at 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 and virtually on-line at https://wildlaw-ca.zoom.us/j/88609815087 for the purposes set out in the accompanying Notice of Annual and Special Meeting of Shareholders (the “Notice”).

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may be solicited personally or by telephone, facsimile or personal interview by directors and officers of the Corporation at a nominal cost. The cost of any such solicitation will be borne by the Corporation. Arrangements will also be made with brokerage houses and other custodians, fiduciaries and nominees to forward proxy solicitation material to the beneficial owners of the Corporation’s common shares. Unless otherwise specified, information contained in this Circular is as of May 31, 2022.

Registered shareholders are invited to complete the enclosed form of proxy and to send it to Odyssey Trust Company, 1230-300 5[th ] Avenue SW, Calgary AB, T2P3C4 not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting, or any adjournment of the Meeting.

COVID-19

The Corporation is committed to safeguarding the health and well-being of its employees, service providers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year’s Meeting will be available to the Corporation’s shareholders in a virtual format, by way of a live webcast. While the Corporation will also be holding the Meeting at the address noted above, the Corporation strongly encourages all shareholders to vote their Common Shares (as defined below) in advance of the Meeting using the form of proxy and Voting Instruction Form (“VIF”) sent to each shareholder as part of the proxy-related materials sent to all shareholders, and (if so desired) to attend the Meeting via videoconference at https://wildlaw-ca.zoom.us/j/88609815087 rather than attending in person. You can also dial in using the following numbers: dial 647 558 0588 and use meeting ID 886 0981 5087. The Board and management will address the Meeting and shareholders will be able to listen and ask questions at the meeting in real time via the Internet.

Voting in advance of the Meeting using the form of proxy for Registered Holders (as defined below) and VIF for Beneficial Holders (as defined below) in accordance with the instructions set out on your form of proxy or VIF will ensure your votes are counted at the Meeting, and participating via videoconference will help safeguard ’ your health and the health of the Corporation s personnel and the community generally.

The Corporation is continuously monitoring the current coronavirus pandemic. In light of rapidly evolving news and guidelines related to COVID-19, we ask that, in considering whether to attend the Meeting in person, Shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html)) and any applicable additional provincial and local health department instructions in the Province of Alberta. You should not attend the Meeting in person if you are experiencing any fever / new onset of cough / worsening chronic cough / shortness of breath / difficulty breathing / sore throat / difficulty swallowing / decrease or loss of sense of taste or smell / chills / headaches / unexplained fatigue, malaise, muscle aches / nausea, vomiting, diarrhea, abdominal pain / pink eye (conjunctivitis) / runny nose or nasal congestion (collectively, the “ Symptoms ”) without other known cause, if you or someone with whom you have been in close contact has travelled to/from outside of Canada or had a layover outside Canada within the 14 days prior to the Meeting, or if you have been in close contact with someone with COVID-19 symptoms or who has been confirmed COVID-19 positive in the last 14 days. In order to minimize group sizes and respect social distancing regulations, all shareholders are urged to vote on the matters before the Meeting by proxy or voting instruction form, as the case may be, which proxy or voting instruction form can be submitted electronically or by mail as described herein.

including: (i) changing the Meeting format by holding the Meeting virtually only (and cancelling the physical meeting aspect of the Meeting) and providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit any of the Symptoms, or who have been in close contact with someone who has, (v) travelled to/from outside of Canada or had a layover outside Canada within the 14 days immediately prior to the Meeting; (vi) denying access to persons that do not have evidence of full vaccination or a negative COVID-19 rapid test result completed within 24 hours immediately prior to the Meeting, and (vii) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR. We strongly recommend you check the Corporation’s SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting proxy materials.

* PERSONS THAT DO NOT HAVE EVIDENCE OF FULL VACCINATION PRIOR TO THE MEETING MAY NOT BE GRANTED ACCESS TO ATTEND THE MEETING IN PERSON AT THE DISCRETION OF THE CHAIR.***

We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to attend the Meeting virtually and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the form of proxy or VIF sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

The following information is of significant importance to registered shareholders. The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. A shareholder has the right to appoint a person (who need not be a shareholder) other than one of the proxyholders to represent the shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the form of proxy the name of the person to be designated and deleting therefrom the names of each proxyholder, or by completing another form of proxy, and delivering the same to Odyssey Trust Company, 1230-300 5[th ] Avenue SW, Calgary AB, T2P3C4. In all cases, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached where an attorney has executed the form of proxy. If a form of proxy is not dated, it will be deemed to bear the date it was mailed, the postmark being sufficient proof of the date.

To be valid, a form of proxy must be signed by the shareholder or by the shareholder’s attorney authorized in writing or, if the shareholder is a corporation, it must be signed by an officer of said corporation or by an attorney duly authorized by a certified resolution authorizing the execution. The form of proxy must be delivered to Odyssey Trust Company, 1230-300 5[th ] Avenue SW, Calgary AB, T2P3C4, not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment of the Meeting.

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. In addition to revocation in any other manner permitted by law, a proxy may be revoked by either executing a form of proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the shareholder or by such shareholder’s authorized attorney in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized by a certified resolution authorizing the revocation, and by filing the form of proxy bearing a later date or the revocation of proxy either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or by filing the form of proxy with Odyssey Trust Company, 1230-300 5[th ] Avenue SW, Calgary AB, T2P3C4 not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment of the Meeting, or by filing the revocation of proxy with the chair of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting.

VOTING OF PROXIES

Each shareholder may instruct his or her proxy how to vote his or her common shares by marking the form of proxy. All common shares represented at the Meeting by a properly executed form of proxy will be voted, or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the common shares represented by the proxy will be voted in accordance with such specification. In the absence of any instructions as to voting on the form of proxy, the proxyholder will vote in favour of the matters set out in the accompanying Notice.

The enclosed form of proxy confers discretionary authority upon the proxyholder, or other person named as proxy, with respect to amendments to or modifications of matters identified in the accompanying Notice and any other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation is not aware of any amendments to, variations of or other matters that may come before the Meeting. In the event that other matters do come before the Meeting then the proxyholder intends to vote in accordance with his or her own judgment.

NOTICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders as a substantial number of them do not hold common shares in their own name and are therefore not “registered” shareholders. Only registered holders of common shares of the Corporation or the persons they validly appoint as their proxies are permitted to vote at the Meeting. In many cases, common shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Holder deals with in respect of the shares, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Distribution to NOBOs

In accordance with the requirements of the Canadian Securities Administrators and National Instrument 54-101, “Communication with Beneficial Owners of Securities of a Reporting Issuer” (“ NI 54-101 ”), the Corporation will have caused its agent to deliver copies of the Notice and this Circular (collectively, the “ meeting materials ”) as well as a voting instruction form to the clearing agencies and Intermediaries for onward distribution to those Non-Registered Holders who have provided instructions to an Intermediary that such Non-Registered Holder does not object to the Intermediary disclosing ownership information about the beneficial owner (“ Non-Objecting Beneficial Owner ” or “ NOBO ”). The Corporation is not relying on the notice-and-access delivery procedures set out in NI 54-101 to distribute copies of the meeting materials in connection with the Meeting.

The meeting materials distributed to NOBOs include a voting instruction form. Please carefully review the instructions on the voting instruction form for completion and deposit.

Distribution to OBOs

In addition, the Corporation will have caused its agent to deliver copies of the meeting materials to the clearing agencies and Intermediaries for onward distribution to those Non-Registered Holders who have provided instructions to an Intermediary that the beneficial owner objects to the Intermediary disclosing ownership information about the beneficial owner (“ Objecting Beneficial Owner ” or “ OBO ”).

Intermediaries are required to forward the meeting materials to OBOs unless an OBO has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge Proxy Services to forward the meeting materials to OBOs. Generally, those OBOs who have not waived the right to receive meeting materials will either:

(a) be given a form of proxy which has already been signed by the intermediary (typically by a facsimile stamped signature), which is restricted as to the number of shares beneficially owned by the OBO, but which is otherwise uncompleted. This form of proxy need not be signed by the OBO. In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with Odyssey Trust Company in the manner set out above in this Information Circular, with respect to the common shares beneficially owned by such OBO; or
(b) more typically, be given a voting registration form which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute authority and instructions which the Intermediary must follow; this form is also typically referred to as a voting instruction form. Typically, the voting instruction form will consist of a one page pre-printed form. The purpose of this procedure is to permit the OBO to direct the voting of the common shares he or she beneficially owns.

Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the persons named in the form and insert the NonRegistered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions, including those regarding when and where the proxy or voting instruction form is to be delivered.

QUORUM

A quorum of shareholders shall be present at the Meeting if two or more shareholders are present in person or represented by proxy representing not less than one-tenth (10%) of the outstanding shares entitled to vote at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS

The authorized share capital of the Corporation consists of unlimited common shares without par value (“ Common Shares ”) and 100,000,000 preferred shares without par value. As at the Record Date (as defined below), 98,408,521 common shares were issued and outstanding, each of which carries the right to one vote on all matters that may come before the Meeting, and no preferred shares were issued and outstanding.

To the knowledge of the directors and officers of the Corporation, the following person owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to all outstanding voting securities of the Corporation as at the Record Date:

Name of shareholder	Number of Common shares(1)	Percentage of issued and outstanding Common Shares(1)
William R. Brown	10,513,071	10.68%
Tartisan Nickel Corp.	22,411,252	22.77%

Note: (1) This information, not being within the knowledge of the Corporation, has been taken from public filings.

The Corporation has fixed May 24, 2022 as the record date (the “ Record Date ”) for the purpose of determining shareholders entitled to receive notice of the Meeting and as the record date for the purpose of determining shareholders entitled to vote at the Meeting. The Corporation will prepare a list of shareholders as at the close of business on the Record Date and each shareholder named in the list will be entitled to vote the shares shown opposite his name on the said list at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or an executive officer of the Corporation at any time since the beginning of its last completed financial year, or who is a proposed nominee for election as a director of the Corporation, or any associate or affiliate of such persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Information Circular.

PART II – ANNUAL AND SPECIAL BUSINESS

Election of Directors

The articles of the Corporation provide for a minimum of 1 and a maximum of 10 directors. The Board has determined that the number of directors to be elected at the Meeting is five. The five persons named below will be presented for election at the Meeting as management's nominees (collectively, the “ Nominees ”). Unless the shareholder directs that his or her Common Shares be otherwise voted or withheld from voting in connection with the election of directors, the persons named in the enclosed form of proxy will vote FOR the election of Steve Brunelle, Oscar Pezo, John Thompson, Jeffrey Reeder and Daniel Hamilton.

Each proposed Nominee elected will hold office until the next annual meeting of the shareholders of the Corporation or until his successor is duly elected or appointed, as the case may be, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Canada Business Corporations Act (“ ABCA ”) to which the Corporation is subject or any similar corporate legislation to which the Corporation becomes subject.

The following table sets out the names of the nominees, the province or state and country in which each is ordinarily resident, all offices of the Corporation now held by each of them, their principal occupations, the period of time for which each has been a director of the Corporation, and the number of common shares of the Corporation beneficially owned by each, directly or indirectly, or over which control or direction is exercised, as at the date hereof. The Corporation has an Audit Committee, a Nominating and Compensation Committee and a Corporate Governance Committee, the members of which are also identified below.

Name and Municipality of Residence(1)	Office or Position Held	Director Since	Number of Common Shares Beneficially Owned, Directly or Indirectly, or under Direction or Control(1)	Principal Occupation During the Past Five Years(1)
Steven Brunelle(2)(3)(4)(5) Toronto, Ontario, Canada	Director	July 9, 2010	1,437,452	Corporate director since January 2015.
Oscar Pezo(3) Lima, Peru	Director	April 18, 2012	892,857	Business consultant since June 2018; Vice President, Corporate Development of the Corporation from April 2012 to May 2018;
John P. Thompson(2)(3)(4)(5) Oakville, Ontario, Canada	Director	June 30, 2006	370,714	President and CEO of Sona Resources Corporation from December 2009 to September 2016.
Jeffrey J. Reeder Mississauga, Ontario, Canada	Director, Chief Executive Officer and President	July 31, 2006	9,816,014(6)	Chief Executive Officer and Chair of the Corporation since July 2017; Chief Executive Officer and President of the Corporation from September 2009 to July 2017.
Daniel Hamilton(2) Toronto, Ontario Canada	Director	June 26, 2019	4,175,424	Chief Financial Officer of the Corporation from September 2009 to July 2019. Business Consultant since August 2019.

Notes:

(1) The information as to province or state, country of residence, principal occupation and number of the Corporation common shares beneficially owned by the nominees (directly or indirectly or over which control or discretion is exercised) is not within the knowledge of the management of the Corporation and has been furnished by the respective Nominees.

(2) Member of the Audit Committee. Mr. Hamilton is the Chair of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Nominating Committee.

(5) Member of the Corporate Governance Committee.

(6) Of these, 4,827,178 shares are held indirectly.

The board of directors of the Corporation (the “ Board ”) recommends that shareholders vote FOR the election of the above-named Nominees.

Proxies received in favour of management will be voted FOR the election of the above-named Nominees, unless the shareholder has specified in the proxy that his or her common shares are to be withheld from voting in respect thereof. Management has no reason to believe that any of the Nominees will be unable to serve as a director but, if a Nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining Nominees and may be voted for a substitute nominee unless the shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect of the election of directors.

Re-Appointment of Auditor

Shareholders will be asked to approve the re-appointment of MNP LLP, Chartered Accountants, as the auditors of the Corporation to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the directors. MNP LLP was first appointed auditor of the Corporation on March 24, 2022. Unless the shareholder directs that his or her Common Shares are to be withheld from voting in connection with the re-appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the re-appointment of MNP LLP, Chartered Accountants, as the auditor of the Corporation until the next annual meeting of shareholders and to authorize the Board to fix the auditor’s remuneration.

The Board recommends that shareholders vote FOR the appointment of MNP LLP, Chartered Accountants as auditors of the Corporation and to authorize the Board of Directors to fix the auditor’s remuneration.

Confirmation of Rolling Stock Option Plan

TSX Venture Exchange (“ TSXV ”) policy requires that rolling stock option plans that set the number of shares issuable under such plan at a maximum of 10% of the issued and outstanding shares must be approved and ratified by the shareholders and the TSXV on an annual basis. The Corporation has previously adopted a stock option plan (the “ Stock Option Plan ”). The purpose of the Stock Option Plan is to attract, retain and motivate persons of training, experience and leadership as key service providers to the Corporation and its subsidiaries and to advance the interests of the Corporation by providing such persons with the opportunity to acquire an increased proprietary interest in the Corporation. Directors, officers, employees, and consultants are eligible to be granted stock options under the Stock Option Plan. Options under the Stock Option Plan are recommended by the Compensation Committee and granted by the Board. The term of an option granted under the Stock Option Plan may not exceed ten years. An option is personal to the optionee and may not be assigned except as provided in the plan in the case of death. The maximum number of options approved by shareholders that may be issued under the Stock Option Plan is 10% of the number of Common Shares issued and outstanding. There are 3,600,000 options granted and outstanding and 6,237,052 options available for grant as of May 31, 2022. Options which expire unexercised become available for re-issue. The Corporation does not provide financial assistance to optionees to facilitate the exercise of options. However, if the Amendments (as defined below) are adopted, Optionees will have additional methods of exercising Options, in addition to settling any Option exercise in cash.

On May 30, 2022, the Board approved certain substantive amendments (the " Amendments ") to the Stock Option Plan to update existing or add new provisions to the Stock Option Plan in accordance with the requirements of the new Policy 4.4. of the TSXV Corporate Finance Manual (the " New Policy 4.4 ") which came into effect on November 24, 2021. The Board also made certain non-substantive amendments to the Plan to correct typographical errors and to clarify existing provisions of the Plan that did not substantively alter the scope, nature and intent of the provisions of the Plan, and to bring the Stock Option Plan into technical compliance with the New Policy 4.4. The provisions of New Policy 4.4 requires the Corporation to submit the Amendments, including those that are prescriptive, to the shareholders at the first shareholder meeting held after New Policy 4.4 came into effect.

Pursuant to the Amendments, the Corporation proposes to amend the Plan to allow an Optionee (as defined in the Stock Option Plan) to use a cashless exercise whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Optionee to purchase the Common Shares underlying the Option (as defined in the Stock Option Plan). The brokerage firm then sells a sufficient number of Common Shares, to cover the exercise price and any required withholding tax, of the Option in order to repay the loan made to the Optionee. The brokerage firm receives an equivalent number of Common Shares from the exercise of the Option and the Optionee then receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares. In addition, a Participant (as defined in the Stock Option Plan) may elect to use a net exercise, where an Optionee would receive such number of Common Shares equal in value to the difference between the Option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the terms of the Stock Option Plan. The Corporation has also amended the Stock Option Plan to allow outstanding Options that expire within a formally imposed black out period called by the Corporation will be extended and expire ten (10) business days after the expiry of the blackout period. A blackline to the previous version of the Stock Option Plan is included in this Information Circular as Schedule “A” which highlights the Amendments.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution (the “ Stock Option Resolution ”), approving and ratifying the Stock Option Plan and the Amendments:

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

the continued use of the Corporation's stock option plan as amended by the Amendments and as described in the Corporation’s Management Circular dated May 31, 2022, and as may be further amended by the Board of Directors as required by applicable securities regulatory authorities or stock exchanges, is hereby ratified, adopted and re-approved;
the form of the plan may be amended in order to satisfy the requirements or requests of any regulatory authorities including the stock exchange without requiring further approval of the shareholders of the Corporation;
the shareholders of the Corporation hereby expressly authorize the Board of Directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and
any one Director or officer of the Corporation is authorized, on behalf of the Corporation, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution.

Unless the shareholder directs that his or her Common Shares are to be voted against approval of the Amendments to the Stock Option Plan, Proxies received in favour of management will be voted FOR the approval of the continued use of the Stock Option Plan and the Amendments.

The Board recommends that shareholders vote FOR the adoption of the Stock Option Resolution. In order to be approved, this resolution must be approved by not less than a majority of the votes cast at the Meeting.

Continuance of the Corporation under the Business Corporations Act (Alberta)

Since the head office of the Corporation has been moved to Alberta, and most of the administration of the Corporation occurs in that province, the Corporation intends to apply to continue from the federal jurisdiction under the Canada Business Corporations Act (“ CBCA ”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ ABCA ”) (the “ Continuance ”). A corporation subject to the CBCA may, if authorized by a special resolution of shareholders of the corporation and the Registrar appointed pursuant to Section 263(1) of the ABCA (the “ Registrar ”), apply under the ABCA for a certificate of continuance (the “ Certificate of Continuance ”) under the ABCA.

In connection with the Continuance, the Corporation intends to (i) change the address of its registered office to Suite 300, 250 South Ridge NW, Edmonton, Alberta, T6H 4M9, or such other address in the Province of Alberta as the Board, in its sole discretion, deems appropriate; and (ii) permit the directors of the Corporation to appoint one or more additional directors in-between annual meetings of shareholders, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one-third (1/3) of the number of directors elected at the previous annual meeting of shareholders.

Shareholders will be asked to consider, and if deemed appropriate, to pass, with or without variation, a resolution authorizing the Board, in its sole discretion, to file a continuance application with the Registrar as required in connection with the Continuance and a form of articles of continuance of the Corporation which comply with the provisions of the ABCA (the “ Continuance Resolution ”). The Continuance will affect certain of the rights of shareholders as they currently exist under the CBCA and shareholders should consult their legal advisors regarding the implications of the Continuance which may be of particular importance to them.

On the date shown on the Certificate of Continuance, the Corporation becomes a corporation under the provincial laws of Alberta as if it had been incorporated under the ABCA. Proceeding with the Continuance will not result in any change of the business of the Corporation or its assets, liabilities or net worth, or in the persons who constitute the Board and management.

If the Continuance Resolution is approved by Shareholders in accordance with the description below, then the Corporation may complete the Continuance no later than a date to be determined by the Board before the next annual meeting of the Corporation. Shareholders are urged to vote FOR the Continuance Resolution.

Vote Required

At the Meeting, shareholders will be asked to consider, and if thought advisable, to pass the Continuance Resolution to approve the Continuance. To be effective, the Continuance Resolution must be approved by the affirmative vote of

not less than two-thirds (2/3) of the votes cast on the resolution by shareholders present in person or by proxy at the Meeting. Should shareholders fail to approve the Continuance Resolution by the requisite margin, the Continuance will not be completed. Regardless, the Continuance Resolution, if approved, authorizes the directors not to proceed with the Continuance if the directors deem it appropriate not to do so.

Certain Corporate Differences Between the ABCA and the CBCA

The ABCA provides shareholders with substantially the same rights available under the CBCA, including applicable rights of dissent provided to a registered shareholder under Section 191 of the ABCA (“ Dissent Rights ”) and the right to bring derivative and oppression actions. However, there are certain differences between the two statutes and the regulations. The following is a summary of some of these differences.

This summary is not an exhaustive review of the two statutes. Reference should be made to the full text of both statutes and the regulations made or laws developed thereunder for particulars of any differences between them, and Shareholders should consult their legal or other professional advisors with regard to the implications of the Continuance which may be of importance to them.

Place of Shareholders’ Meetings

Under the CBCA, a shareholders’ meeting may be held any place in Canada provided in the by-laws or, in the absence of such provision, at a place in Canada that the directors determine (including outside Canada), in the absence of such a determination, at the place where the registered office of a corporation is located. No such provision applies under the ABCA.

Notice of Shareholders’ Meetings

Under the ABCA, the notice of shareholders’ meetings must be provided not less than 21 days and not more than 50 days before the meeting. Public companies are also subject to the requirements of National Instrument 54-101 – Proxy Solicitation of the Canadian Securities Administrators.

Shareholder Proposals

Under the CBCA, a shareholder entitled to vote at a meeting of shareholders may submit a notice of a proposal to the corporation and discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal. Under the ABCA, shareholder proposals may be submitted by both registered and beneficial owners of shares entitled to be voted at an annual meeting of shareholders, provided that (a) the shareholder was a registered or beneficial owner, for at least six months prior to the submission of the proposal, of voting shares at least equal to 1% of the total number of outstanding voting shares of the company or whose fair market value is at least $2,000; or (b) the proposal must have the support of persons who in the aggregate have owned, of record or beneficially, at least 1% of the total number of outstanding voting shares of the company or voting shares whose fair market value is at least $2,000, for at least six months prior to the submission of the proposal.

Telephonic or Electronic Meetings

Under the CBCA, if the directors or the shareholders of a corporation call a meeting of shareholders, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide. Under the ABCA, subject to any limitations or requirements set out in the regulations, if any, and unless the corporation’s bylaws, articles or other governing documents expressly provide otherwise, a meeting of shareholders may be held entirely by electronic means.

Registered Office

Under the CBCA, the registered office must be in the Canadian province specified in the articles and may be relocated within that province by directors’ approval. Under the ABCA, a registered office must be in Alberta and the directors of the corporation may at any time change the address of the registered office within Alberta by sending a notice of that change to the Registrar within 15 days after the change.

Corporate Records

The CBCA permits corporate and accounting records to be kept outside of Canada, subject to requirements to keep them within Canada under the Tax Act, the Customs Act and any other statutes administered by the Minister of National Revenue (such as the Excise Tax Act). Companies are also required to provide access to records kept outside Canada at a location in Canada, by computer terminal or other technology. The ABCA and related Alberta statutes require records to be kept at a corporation’s registered office or such other place in Alberta designated by the directors. If a central securities registrar is maintained at a place other than the records office, the corporation shall maintain at its records office a record containing the names and addresses of all agents and offices at which those registers are maintained and descriptions of all those registers. If accounting records of a corporation are kept at a place outside Alberta, there shall be kept at the registered office or records office or at any other place in Alberta the directors think fit, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis, and those records shall at all reasonable times be open to examination by the directors.

Notice of a Derivative Action

Under the CBCA, a condition precedent to a complainant bringing a derivative action is that the complainant has given at least 14 days’ notice to the directors of a corporation of the complainant’s intention to make an application to the court to bring such a derivative action. Under the ABCA, the Court must be satisfied that the complainant has given reasonable notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the Court, the complainant is acting in good faith, and it appears to be in the interest of the corporation or its subsidiary that the action be brought, prosecuted, defended, or discontinued.

Rights of Dissent to the Continuance

Pursuant to the provisions of Section 190 of the CBCA, a Dissenting Shareholder has the right to dissent with respect to the Continuance Resolution by sending a written objection to the Corporation at Suite 300, 250 South Ridge NW Edmonton, Alberta, T6H 4M9, at or before the date of the Meeting.

Each Dissenting Shareholder who properly dissents will be entitled to be paid the fair value of the Common Shares in respect of which such holder dissents in accordance with Section 190 of the CBCA, which is attached in its entirety to this Circular as Schedule “B”. A shareholder who has voted in favour of the Continuance Resolution, in person or by proxy, shall not be accorded the right to dissent.

The statutory provisions covering the right to dissent are technical and complex. Failure to strictly comply with the requirements set forth in Section 190 of the CBCA may result in the loss of any right to dissent. A Dissenting Shareholder may dissent only with respect to all of the Common Shares held by such Dissenting Shareholder, or held on behalf of any one beneficial shareholder and registered in the Dissenting Shareholder’s name. Only registered shareholders may dissent. Persons who are beneficial holders of Common Shares registered in the name of a Nominee who wish to dissent should be aware that they may only do so through the registered owner of such Common Shares. Accordingly, a beneficial holder of Common Shares who desires to exercise the right of dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in the holder’s name prior to the time the written objection to the Continuance Resolution is required to be sent to the Corporation or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on the holder’s behalf.

It is suggested that any shareholder wishing to exercise dissent rights seek legal advice, as failure to adhere strictly to the requirement set out in the CBCA may result in the loss or unavailability of any right to dissent.

The complete text of the special resolution (the “ Continuance Resolution ”) which management intends to place before the Meeting authorizing the Continuance is as follows:

BE IT RESOLVED as a special resolution of the Corporation that:

(1) the Continuance, as more fully described and set forth in the Circular of the Corporation dated May 31, 2022, is hereby authorized, approved and adopted and the Corporation is hereby authorized to apply to the registrar of corporations under the Business Corporations Act ) (Alberta) (“ ABCA ”) for

authorization to be continued as if it had been constituted under the ABCA and to continue its existence under the ABCA;

(2) the Continuance is hereby approved, and following receipt of authorization to continue pursuant to the ABCA, the Corporation is hereby authorized to file the articles of continuance with the registrar under the ABCA together with any notices and other documents prescribed by the ABCA necessary to continue the Corporation as if it had been incorporated under the laws of the Province of Alberta and to change the registered office to a place in Alberta designated by the directors of the Corporation;
(3) for greater certainty, in connection with the Continuance, the articles of continuance shall permit the directors of the Corporation to appoint one or more additional directors in-between annual meetings of shareholders, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders;
(4) notwithstanding that this resolution has been approved (and the Continuance adopted) by the Shareholders, the directors of the Corporation are hereby authorized and empowered without further notice to or approval of the Shareholders (i) to amend the articles of continuance to the extent permitted by law, or (ii) to not proceed with the Continuance; and
(5) any one director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the Continuance Resolution.

If the Continuance Resolution is not approved, the Corporation will continue to be governed by the CBCA.

PART III - STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Remuneration plays an important role in attracting, motivating, rewarding and retaining knowledgeable and skilled individuals to the Corporation’s management team. The main objectives the Corporation hopes to achieve through its compensation are:

to attract and retain executives critical to the Corporation’s success, who will be key in helping the Corporation achieve its corporate objectives and increase shareholder value;
to motivate the Corporation’s management team to meet or exceed targets;
to recognize the contribution of the Corporation’s executive officers to the overall success and strategic growth of the Corporation; and
to align the interests of management and the Corporation’s shareholders by providing performance-based compensation in addition to salary.

It is one of the aims of the compensation strategy to ensure that executives of the Corporation are paid reasonably and consistent with the level of responsibility and authority which they assume and taking into account the role they play in advancing the strategic objectives of the Corporation.

It is the role of the Compensation Committee to undertake periodic, independent reviews of market conditions to ensure that the executive officers of the Corporation are paid competitively relative to other comparable participants in the industry. When deemed necessary, the Compensation Committee may call upon outside resources to assist with these reviews and to ensure that the compensation packages available to executives are adequate to retain the existing compliment of executives and recruit others into this group as an integral part of facilitating and sustaining the continued growth of the Corporation. The Committee did not call upon outside resources during the year ended December 31, 2021 to assist in its review of the compensation of executive officers.

Neither the Board nor the Compensation Committee has formally considered the implications of the risks associated with the Corporation’s compensation practices or policies. However, the Corporation’s compensation practices and policies, as approved by the Compensation Committee, are generally designed to mitigate against excessive risk taking behaviour or situations that could encourage an executive officer to expose the Corporation to inappropriate or excessive risk. For example, the compensation policies and practices of the Corporation: (i) are structured uniformly all executive officers (including NEOs (as hereinafter defined); (ii) do not vary significantly from the overall compensation structure of the Corporation; (iii) do not reward the accomplishment of a task while the risk to the Corporation from that task extends over a significantly longer period; (iv) do not reward performance goals or similar conditions that are heavily weighed to short-term rather than long-term objectives; and (v) provide a maximum benefit or payout limit to executive officers (including NEOs).

The Corporation has not adopted a formal policy with respect to the purchase of financial instruments, including, for greater certainty, 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 NEOs or directors; however, the Board would strongly discourage such practice by any NEO or director and the Board is not aware of any such instrument having ever been purchased by a NEO or director.

The basic elements of the compensation strategy are base salary, annual incentives and long-term incentives.

Base Salary

On an individual basis, base salaries are reviewed for each executive officer, including the CEO and CFO, and where it is deemed necessary, changes are made. Considerations taken into account when examining base salaries include years of experience, the potential contribution which the individual can make to the success of the Corporation and the level of responsibility and authority inherent in the job and the importance of maintaining internal equity within the organization.

For the year ended December 31, 2021, the Corporation paid consulting fees to Jeffrey Reeder in the amount of $120,000 for his services as Chief Executive Officer and President of the Corporation. The Corporation paid consulting fees to Justin Bourassa for his services as Chief Financial Officer in the amount of $48,000.

The management fees of the executive officers of the Corporation were determined by the Compensation Committee of the Corporation. The Compensation Committee relies on its industry knowledge and experience to set appropriate levels of compensation for senior officers. The Compensation Committee did not establish any formal quantifiable criteria in fiscal 2021 with respect to base salaries payable or the amount of equity compensation granted to executive officers and did not formally benchmark against a peer group of companies.

Discretionary Bonus

A discretionary bonus is intended to provide incentives to executive officers to enhance the growth and development of the Corporation, to encourage and motivate executive officers to achieve short-term goals, and to reward individual contribution to the achievement of corporate objectives. The bonus can be based as a percentage of annual base compensation or a fixed dollar amount and is awarded at the discretion of the Board as recommended by the Compensation Committee.

Long-term Incentives

Options to purchase the common shares of the Corporation encourage executive officers to own and hold the Corporation’s common shares and are a method of linking the performance of the Corporation and the appreciation of share value to the compensation of the executive officer. When determining the number of options granted to an executive officer, items such as the relative position of the individual officer, the contribution made by that officer during the review period, the number of options granted previously would be taken into consideration.

The Compensation Committee recommends option grants to the Board. Pursuant to the Stock Option Plan, the Board, in its discretion, grants options to directors, executive officers, other employees and consultants as incentives. The level of stock options awarded to a Named Executive Officer is determined by his position and his potential future contributions to the Corporation.

See “Confirmation of Rolling Stock Option Plan” for a description of the Stock Option Plan.

Director Compensation

The Corporation compensates the directors for their services through the payment of directors fees (on an annual retainer, committee chair, and per meeting attendance basis) and through the grant of incentive stock options. The purpose of granting options is to assist the Corporation in compensating, attracting, retaining and motivating the directors of the Corporation and to closely align the personal interests of such persons to that of the shareholders. The non-executive directors did not receive any compensation for the year ended December 31, 2021. Directors are also reimbursed for out-of-pocket expenses incurred in attending meetings and otherwise carrying out their duties as directors of the Corporation.

SUMMARY COMPENSATION TABLE

Set out below are particulars of compensation paid to the following persons (the “ Named Executive Officers ”): Named Executive Officers of a company include:

a) the chief executive officer (the “ CEO ”);
b) the chief financial officer (the “ CFO ”);
c) each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose salary and bonus exceeded $150,000 per year; and
d) any additional individuals for whom disclosure would have been provided under (c) but for the fact that the individual was not serving as an officer at the end of the most recently completed fiscal year.
The following table is a summary of the compensation paid to the Named Executive Officers and directors for the two most recently completed fiscal years.


	Table of Compensation Excluding Compensation Securities

Name and Principal Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jeffrey J. Reeder(1) Chief Executive Officer and Director	2021 2020	120,000 115,000	45,000 Nil	Nil Nil	Nil Nil	66,000 7,268	231,000 122,268
Justin Bourassa Chief Financial Officer	2021 2020	48,000 49,600	15,000 Nil	Nil Nil	Nil Nil	18,000 7,268	81,000 56,868
Daniel Hamilton Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	18,000 7,268	18,000 7,268
Oscar Pezo(2) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	18,000 7,268	18,000 7,268
William R. Brown(3) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 7,268	Nil 7,268
John P. Thompson Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	18,000 7,268	18,000 7,268
Steven Brunelle Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	18,000 7,268	18,000 7,268

Notes:

(1) Mr. Reeder earns fees through Single Jack Research & Exploration Ltd., a private company owned by Mr. Reeder. The information noted herein relates to Mr. Reeder’s services as a Named Executive Officer. Mr. Reeder did not receive any additional compensation for his role as a director of the Corporation.

(2) Mr. Pezo resigned as Vice President, Corporate Development of the Corporation in May 2018. As at December 31, 2021 a total of $28,677 of the 2016 and 2017 compensation earned by Mr. Pezo was accrued but not yet paid out by the Corporation. The information noted herein relates to Mr. Pezo’s services as a Named Executive Officer. Mr. Pezo did not receive any additional compensation for his role as a director of the Corporation.

(3) Mr. Brown determined not to stand for re-election at the 2021 annual shareholder meeting.

INCENTIVE PLAN AWARDS

Stock Options and other Compensation Securities

The following table provides information for each Name Executive Officer and directors for all awards outstanding at the end of the most recently completed financial year. This includes awards granted before the most recently completed financial year.

	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities

Name and Position	Type of compensation security(1)	Number of compensation securities, number of underlying securities	Date of issue or grant	Issue, convers ion or exercise price $	Closing price of security or underlyin g security on date of grant ($)	Closing price of security or underlying security at year end ($)(2)	Expiry date
Jeffrey J. Reeder Chief Executive Officer and Director	Stock options	550,000	December 20, 2021	0.20	0.15	0.15	December 20, 2023
Justin Bourassa Chief Financial Officer	Stock options	150,000	December 20, 2021	0.20	0.15	0.15	December 20, 2023
Daniel Hamilton Director	Stock options	150,000	December 20, 2021	0.20	0.15	0.15	December 20, 2023
Oscar Pezo Director	Stock options	150,000	December 20, 2021	0.20	0.15	0.15	December 20, 2023
William R. Brown(3) Director	Stock options	Nil	n/a	n/a	n/a	n/a	n/a
John P. Thompson Director	Stock options	200,000 150,000	December 29, 2020 December 20, 2021	0.05 0.20	0.04 0.15	0.15	December 29,2022 December 20, 2023
Steven Brunelle Director	Stock options	200,000 150,000	December 29, 2020 December 20, 2021	0.05 0.20	0.04 0.15	0.15	December 29,2022 December 20, 2023

Notes:

(1) Represents options granted under the terms of the Stock Option Plan.

(2) “In-the-money” options are those where the market value of the underlying securities as at the most recent fiscal year end exceeds the option exercise price. The closing price of the Corporation’s common shares on the TSXV on December 31, 2021 was $0.15 per share. (3) Mr. Brown determined not to stand for re-election at the 2021 annual shareholder meeting.

The following table sets forth information concerning all awards exercised during the most recently completed financial year ended December 31, 2021, for each named executive officer.

	Exercise of Compensation Securities by Directors	Exercise of Compensation Securities by Directors	Exercise of Compensation Securities by Directors	Exercise of Compensation Securities by Directors	and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price of security or underlying security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Jeffrey J. Reeder Chief Executive Officer and Director	Stock options	200,000	0.05	December 21, 2021	0.15	0.10	30,000
Justin Bourassa Chief Financial Officer	Stock options	200,000	0.05	December 21, 2021	0.15	0.10	30,000

Daniel Hamilton_Chief_ Financial Officer	Stock options	200,000	0.05	November 2, 2021	0.11	0.06	22,000
Oscar Pezo Director	Stock options	200,000 200,000	0.05 0.05	June 2, 2021 September 27, 2021	0.13 0.10	0.08 0.05	26,000 20,000
William R. Brown(1) Director	Stock options	200,000	0.05	December 21, 2021	0.15	0.10	30,000
John P. Thompson Director	Stock options	200,000	0.05	April 23, 2021	0.11	0.06	22,000
Steven Brunelle Director	Stock options	n/a	n/a	n/a	n/a	n/a	n/a

Notes:

(1) Mr. Brown determined not to stand for re-election at the 2021 annual shareholder meeting.

PENSION PLAN BENEFITS

The Corporation does not have any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with, retirement.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation entered into a consulting agreement dated January 1, 2015 with Jeffrey Reeder that provides that he will serve as the Chief Executive Officer of the Corporation. For the period January 2021 to August 2021, Mr. Reeder’s management fee was $7,500 per month. For the period September 2021 to December 2021, Mr. Reeder’s management fee was $15,000 per month. For the period from January 2020 to March 2020, Mr. Reeder’s management fee was $15,000 per month. Due to the COVID pandemic, Mr. Reeder voluntarily reduced his monthly management fee to $7,500 per month from April 2020 to December 2020. For the period from April 2020 to December 2020, Mr. Reeder’s management fee was $7,500 per month, except September which was $10,500 per month. For the period of January 2019 to December 2019, Mr. Reeder’s management fee was 15,000 per month. For the period from January 1, 2018 to March 31, 2018, Mr. Reeder received a management fee of $12,500 per month and for the period from April 1, 2018 to December 31, 2018, Mr. Reeder’s management fee was increased to $15,000 per month. Effective July 1, 2017 Mr. Reeder amended his existing management and consulting contract to eliminate certain contingent events such as a change of control. As part of the amendments Mr. Reeder reduced his contractual monthly fee from $18,750 to $12,500 per month, As consideration for these amendments Mr. Reeder was entitled to a one-time termination fee of $200,000 provided that Mr. Reeder remained with the Corporation at least until January 1, 2018. Mr. Reeder subsequently voluntarily waived his entitlement to this one-time termination fee. Consequently, the termination fee is not included in the aggregate compensation amounts shown above. Under the terms of the consulting agreement Mr. Reeder is not entitled to any payment for (i) termination with cause, (ii) termination without cause, and (iii) in the event of a change in control.

PART IV – OTHER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth as at the year ended December 31, 2021 the number of securities authorized for issuance under the Stock Option Plan. See “Confirmation of Rolling Stock Option Plan” for a description of the Stock Option Plan.


			Number of securities
	Number of securities to be		remaining available for future
	issued upon exercise of	Weighted-average exercise	issuance under equity
Plan Category	outstanding options	price of outstanding options	compensation plans
Equity compensation plans	3,600,000	0.16	6,237,052
approved by security holders

Equity compensation plans not	N/A	N/A	N/A
approved by security holders

	3,600,000	0.16	6,237,052
Totals

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No person who is now, or was at any time since the beginning of the most recently completed financial year of the Corporation has been, a director or officer of the Corporation, or associate thereof, been indebted to the Corporation, or had indebtedness during that period which was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or senior officers of the Corporation, nor any proposed director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's last completed fiscal year or in any proposed transaction which, in either case, has or will materially affect the Corporation, except as disclosed herein.

During the year ended December 31, 2021, management and consulting fees of $168,000 were paid to officers and directors or companies controlled by them. As at December 31, 2021 there were no unpaid fees due to these related parties.

The above transactions were in the normal course of business and were measured at the exchange amount which is the amount agreed to by the related parties.

MANAGEMENT CONTRACTS AND EXTERNAL MANAGEMENT COMPANIES

Management functions of the Corporation are substantially performed by senior officers of the Corporation and not, to any substantial degree, by any other person with whom the Corporation has contracted.

PENALTIES AND SANCTIONS AND PERSONAL BANKRUPTCIES

No proposed director of the Corporation is, or within 10 years before the date hereof, has been: (a) a director, chief executive officer or chief financial officer of any company that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) 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, or (c) subject to bankruptcy, 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 director, executive officer or shareholder.

No proposed director of the Corporation has been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the year ended December 31, 2021 (the “ Financial Statements ”), together with the Report of the Auditors thereon, will be presented to Shareholders at the Meeting. Copies of the Corporation’s Financial Statements and MD&A are available upon request from the Corporation or can be accessed at www.sedar.com under the Corporation’s profile. Receipt at the Meeting of the Financial Statements, and the Report of the Auditors thereon, will not constitute approval or disapproval of any matters referred to therein.

CORPORATE GOVERNANCE PRACTICES

In June 2005, National Policy 58-201 Corporate Governance Guidelines (the “Governance Guidelines”) and National Instrument 58-101 Disclosure of Corporate Governance Practices (the “Governance Disclosure Rule”)

were adopted by the securities regulatory authorities in Canada. The Governance Guidelines deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Governance Disclosure Rule requires that, if management of an issuer solicits proxies from its security holders for the purpose of electing directors, specified disclosure of its corporate governance practices must be included in its management information circular.

The Corporation and the Board recognize the importance of corporate governance to the effective management of the company and to the protection of its employees and shareholders. The Corporation’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation’s affairs and in light of opportunities or risks, which the Corporation faces. The Board is kept informed of the Corporation’s operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The Corporation’s corporate governance practices have been and continue to be in compliance with applicable Canadian requirements. The Corporation continues to monitor developments in Canada with a view to further revising its governance policies and practices, as appropriate.

The following is the Corporation’s corporate governance information as required to be disclosed by venture issuers pursuant to National Instrument 58-101F2:

Board of Directors

Independence of the Board

The Board is comprised of three directors who are considered independent within the meaning of the Governance Guidelines, and three directors who are currently not considered independent.

The Board considers Messrs. Brunelle, Thompson and Pezo to be independent directors within the meaning of NI 58101. Mr. Reeder is the Chief Executive Officer of the Corporation and Mr. Hamilton was the Chief Financial Officer of the Corporation until July 1, 2019, and as such, are not currently considered to be independent.

Other Reporting Issuer Experience The following table sets out the directors of the Corporation that are currently directors of reporting issuers (or the equivalent) in any jurisdiction:

Name	Name of Reporting Issuer	Exchange	Position	Period
Steven Brunelle	Rio Silver Inc. Eagle Graphite Incorporated Klondike Gold Corp. Bold Ventures Inc. Imperial Mining Group Ltd.	TSXV TSXV TSXV TSXV TSXV	Director Director Director Director Director	April 2006 to present February 2011 to present February 2014 to present August 2017 to present December 2017 to present

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board’s continuing education is typically derived from correspondence with the Corporation’s executive officers, other directors, and legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, Board members have historically been nominated who are familiar with the Corporation and the nature of its business.

Ethical Business Conduct

The Board has adopted guidelines to encourage and promote a culture of ethical business conduct and does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having its Board members independent of corporate matters.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Audit Committee

National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Corporation, as a TSXV Issuer, to disclose annually in its Information Circular the disclosure required by Form NI 52110F2 with respect to the Corporation’s Audit Committee, its auditors and certain other matters.

Audit Committee Charter

The text of the Audit Committee’s charter is attached hereto as Schedule “C”.

Composition of the Audit Committee

The Audit Committee meets with the Corporation’s auditors as necessary and before submission of audited annual financial statements to the Board. The Audit Committee is responsible for assessing the performance of the Corporation’s auditors and for reviewing the Corporation’s financial reporting and internal controls. The Audit Committee met quarterly during the fiscal year ended December 31, 2021. The Audit Committee members are Steven Brunelle, John Thompson and Dan Hamilton, each of whom is considered financially literate. Messrs. Brunelle and Thompson are independent in accordance with sections 1.4 and 1.5 of NI 52-110. Mr. Hamilton was the Chief Financial Officer up to July 1, 2019, and as such, is not considered to be independent.

Relevant Education and Experience

Collectively, the members of the Audit Committee have considerable skill and professional experience in accounting, business and finance.

Mr. Brunelle was the CEO of Amerix Precious Metals Corporation (now, Eagle Graphite Incorporated) from January 2011 to December 2014. He served as a Director of Stingray Copper Inc. from January 2003 to December 2009. He is currently a director of several TSXV listed companies.

Mr. Thompson is a Geological Engineer. He was the President of John P. Thompson & Associates from 1984 until dissolution of the company in 2019. He has served as the President & CEO of Unigold Inc. from January 2003 to January 2006; as the President of Ontex Resources Ltd. from August 2008 to July 2009; and as the President and CEO of Sona Resources Corporation from December 2009 to September 2016.

Mr. Hamilton was the Chief Financial Officer of the Corporation until July 1, 2019.

Each of the current members of the Audit Committee acts, or has acted, as a director, officer and/or audit committee member of other public issuers and as such has obtained experience in the analysis and evaluation of financial statements generally and an understanding of the internal controls and procedures for financial reporting.

Reliance on Certain Exemptions

The Corporation has not relied on any of the exemptions listed in Parts 4, 5 or 6 of Form NI 52-110F2.

Audit Committee Oversight

The Board has not determined not to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor at any time since the commencement of the most recently completed financial year.

Pre-Approval Policy and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Disclosure

The auditor of the Corporation is currently MNP LLP, Chartered Accountants of Toronto, Ontario.

Audit Fees

The following table provides detail in respect of audit, audit related, tax and other fees payable by the Corporation to the external auditors for professional services:

Year ended:	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
December 31, 2021	$75,000	$5,250	Nil	Nil
December 31, 2020	$44,800	Nil	$6,300	Nil

Audit Fees – payable for professional services rendered by the auditors for the audit of the Corporation’s annual financial statements as well as services provided in connection with statutory and regulatory filings, which included the review of quarterly financial statements and related documents.

Audit-Related Fees – payable for other professional services rendered by the auditors.

Tax Fees – payable for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – payable for professional services which are not reported under the “Audit Fees”, “Audit-Related Fees” and “Tax Fees” categories.

Board and Senior Management Diversity

In 2019, amendments to the CBCA were adopted requiring new disclosure of the number of: (i) women; (ii) aboriginal peoples; (iii) people with disabilities; and (iv) members of visible minorities (collectively, the “ Designated Groups ”) on the Board and in senior management positions with the Corporation.

The Corporation recognizes the benefits of having a diverse Board and management. Due to the relatively small size of the Board and stage of development of the Corporation, it has not adopted a formal diversity policy in respect of the Designated Groups, and instead has sought to increase diversity through the recruitment efforts of its officers and directors. The Corporation remains receptive to increasing the diversity of the Board and management taking into account the skills, background, experience and knowledge desired at any particular time by the Board and its committees.

The Corporation has not adopted term limits for directors and does not support the adoption of quotas or targets regarding representation by the Designated Groups on the Board or in senior management positions. All such appointments and renewals are made based on merit, in the context of the skills, experience, independence, knowledge and other qualities which the Corporation as a whole requires to be effective, with due regard for the benefits of diversity (including the level of representation by members of the Designated Groups). The Corporation considers the representation of the Designated Groups in identifying and nominating new directors and members of senior management. In order to gather the information required to assess levels of diversity for the Corporation to comply with the new diversity disclosure requirements under the CBCA, exiting and proposed directors and members of senior management of the Corporation will be asked whether they self-identify as belonging to one or more of the designated groups, on a voluntary basis. All responses will be considered in the context of the broader skills matrix sought by the Corporation for its respective positions from time to time.

The Corporation feels its corporate governance practices are appropriate and effective, given its relatively small size and the nature of its operations. These practices allow the Corporation to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excess administrative burden or delay.

As of the date of this Information Circular, the Corporation has a total of six directors and two members of senior management. The number and proportion of directors and members of senior management who self-identify as being

a member of the four Designated Groups has been furnished by the respective directors and members of senior management on a voluntary basis and such responses have not been independently verified by the Corporation. The number and proportion of directors and members of senior management who self-identify as being a member of the four Designated Groups are as follows:

Directors

None of the Directors of the Corporation currently serving as at May 31, 2022 identify as being a member of any of the four Designated Groups.

Senior Management

None of the members of the Corporation’s senior management, being the CEO and CFO, identifies as belonging to one of the four Designated Groups.

Board Committees

In addition to the Audit Committee, the Board has the following committees: Nominating Committee, Compensation Committee, and Corporate Governance Committee.

Compensation Committee

The Compensation Committee members are Steven Brunelle, John Thompson and Oscar Pezo, each of which is considered to be independent. The Committee’s mandate includes responsibility for reviewing and fixing the compensation packages for the Corporation’s executive officers and senior management and employees and recommending stock option grants. The Committee is responsible for reviewing the performance of the Corporation’s executive officers and its senior management and employees and the performance of the Corporation.

For relevant education and experience of Compensation Committee members please see above “ Audit Committee – Relevant Experience and Education”.

Nominating Committee

The Nominating Committee members are Steven Brunelle, and John Thompson, each of whom are considered to be independent. The Committee’s mandate includes nominating and considering new members to the Board. The Committee is responsible for assessing the size, composition and dynamics of the Board and reporting to the Board with respect to appropriate candidates for nomination to the Board.

For relevant education and experience of Messrs. Brunelle and Thompson please see above “ Audit Committee – Relevant Experience and Education”.

Corporate Governance Committee

The Corporate Governance Committee members are Steve Brunelle and John Thompson, each of whom are considered to be independent. The Committee is responsible for the formulation of formal guidelines on corporate governance to provide appropriate guidance to the Board as to their duties.

Assessments

Currently the Board takes responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the Board’s decision-making processes and the quality of information provided by management, and among other things:

overseeing strategic planning;
monitoring the performance of the Corporation assets;
evaluating the principal risks and opportunities associated with the Corporation’s business and overseeing the implementation of appropriate systems to manage these risks;
approving specific acquisitions and divestitures;
evaluating senior management; and
• overseeing the Corporation’s internal control and management information systems.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters, which are not known to management, should properly come before the Meeting, the persons named in the enclosed form of proxy are authorized to vote the shares represented thereby in accordance with their best judgment.

REGISTRAR AND TRANSFER AGENT

The Registrar and Transfer Agent for the Corporation is Odyssey Trust Company, 1230-300 5[th ] Avenue SW, Calgary AB, T2P 3C4, telephone: (403) 614-8485.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.SEDAR.com. Copies of the Corporation’s audited comparative financial statements and accompanying management’s discussion and analysis for the financial year ended December 31, 2021 are available on SEDAR, or shareholders may request that copies be sent to them upon written request to Peruvian Metals Corp., Suite 300, 250 South Ridge NW, Edmonton, Alberta, T6H 4M9, facsimile (780) 439-7803.

APPROVAL OF INFORMATION CIRCULAR

The undersigned hereby certifies that the contents and sending of this Circular to the shareholders, the directors and the auditors of the Corporation have been approved by the Board.

DATED at Toronto, Ontario as of the 31[st ] day of May, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Jeffrey J. Reeder”

JEFFREY J. REEDER

Chief Executive Officer

SCHEDULE “A”

STOCK OPTION PLAN COMPARISON

PERUVIAN METALS CORP. DURAN VENTURES INC.

(the “Corporation”)

AMENDED AND RESTATED STOCK OPTION PLAN

ARTICLE ONE PURPOSE AND INTERPRETATION

1.01 Purpose. The purpose of this Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation by its directors, senior officers, employees and Consultants through the acquisition of Common Shares of the Corporation and to enable the Corporation to attract and maintain highly qualified ~~directors, senior officers, employeesE~~ xecutives, Employees and Consultants.

1.02 Definitions. In this Plan, the following capitalized words and terms shall have the following meaning ~~s:~~ . Any initial capitalized terms in this Plan that are not otherwise defined herein shall have the meanings given to such terms in applicable Exchange policies.

(a) “Act” means the ~~Province of British Columbia Company Act, or its successor~~ Business Corporations Act (Alberta), as amended from time to time.
(b) “Affiliated Entity” means a person or company that controls or is controlled by the Corporation or that is controlled by the same person or company as the Corporation.
(c) “ ~~Associate” shall have the meaning ascribed thereto in NI 45-106.~~ ~~B~~ lack-Out ” means a restriction imposed by the Corporation on all or any of its directors, officers, employees, insiders or persons in a special relationship whereby they are to refrain from trading in the Corporation’s securities until the restriction has been lifted by the Corporation.
(d) “Board of Directors” means the board of directors of the Corporation as constituted from time to time.
(e) “ Cashless Exercise ” has the meaning given to such term in Section 2.07(d).
(f) ~~(e)~~ “Cessation of IRA” shall have the meaning specified in Section 2.08 of this Plan.
(g) ~~(f)~~ “Change of Control” shall have the meaning specified in Section 2.07(g) of this Plan.
(h) ~~(g)~~ “Common Shares” means the common shares in the capital of the Corporation.
(i) ~~(h)~~ “Consultant” means a person or company, other than an employee, senior officer or director of the Corporation, that:
(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or ~~to an Affiliated Entity,a~~ ny subsidiary other than services provided in relation to a “distribution” (as that term in described in the Securities Act);
(ii) provides the services under a written contract ~~with~~ between the Corporation or ~~an Affiliateda~~ ny subsidiary and the individual or a Consultant Entity (as defined below); ~~and~~
(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or ~~an Affiliated Entity, and includes, for an individuala~~ ny Subsidiary; and

(iv) has a relationship with the Corporation or any Subsidiary that enables the individual to be

knowledgeable about the business and affairs of the Corporation or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant ~~, a company~~ or as an equivalent thereof,

and includes:

  - (A) a Holding Entity of which the individual ~~Consultant i~~ s an employee or ~~shareholder, ands~~ hareholders or a partnership of which the individual ~~Consultant~~ is an employee or partner (a “ **Consultant Entity** ”); or

  - (B) an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

(j) ~~(i)~~ ~~“~~ Corporation” means ~~Duran Ventures IncP~~ eruvian Metals Corp., a corporation ~~incorporated~~ existing under the Act, and its successors from time to time.
(k) “ Employee ” means:
(i) an individual who is considered an employee of the Issuer or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(ii) an individual who works full-time or part-time for the Corporation or any Subsidiary and such other individual as may, from time to time, be permitted by applicable regulatory Rules to be granted Options as an employee or an equivalent thereto; or
(iii) an individual who works for the Corporation or any Subsidiary either full time or on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any Subsidiary over the details and methods of work as an employees of the Corporation or any Subsidiary, but for whom income tax deductions are not made at source,

and includes:

(i) a corporation wholly owned by such individual; and
(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.
(l) ~~(j)~~ “Exchange” means the TSX Venture Exchange ~~Inc.,~~ or such other stock exchange or quotation system upon which the Common Shares are then listed and posted or quoted for trading.
(m) “ Executive ” means an individual who is a director or officer (as defined under Securities Laws) of the Corporation or a subsidiary, and includes:
(i) A Holding Entity wholly owned by such individual; and
(ii) any RRSP or RRIF established by or for such an individual under which he or she is the beneficiary.
(n) ~~(k)~~ “Holding Entity” means any person or entity that is wholly-owned by an individual who qualifies as a Participant.
(o) ~~(l)~~ “Insider” shall have the meaning ascribed thereto in the Securities Act.

(p) ~~(m)~~ “ Issuer Bid ” shall have the meaning ascribed thereto in the Securities Act.
(q) ~~(n)~~ “ Investor Relations Activities ” has the meaning ~~ascribed thereto in MI 45-501~~ given to such term in Exchange Policy 1.1.
(r) “ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities and any Executive, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.
(s) “ Management Company Employee ” means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.
“ ”
(t) Net Exercise has the meaning give to such term in Section 2.07(d).
(u) ~~(o)~~ “ NI 45-106 ” means National Instrument 45-106 “Prospectus and Registration Exemptions”, or its successors, as amended from time to time.
(v) “Option” means an option to acquire a Common Share granted pursuant to this Plan.
(w) “ Optionee ” means a person granted an Option under this Plan.
(x) ~~(p)~~ “Option Period” means the period of time an ~~optionO~~ ption may be exercised as specified in Section 2.07(a) of this Plan.
(y) ~~(q)~~ “Participant” means a participant under this Plan as described in Section 2.02 of this Plan.
(z) ~~(r)~~ “Permitted Assign” means, for a Participant:
(i) ~~(i) a~~ trustee, custodian or administrator acting on behalf of, or for the benefit of, the Participant;
(ii) ~~(ii) a~~ Holding Entity of the Participant; and
(iii) ~~(iii) a~~ RRSP or RRIF of the Participant;
(aa) ~~(s)~~ “Plan” means the stock option plan of the Corporation provided for herein.
(bb) ~~(t)~~ “RRSP” means a registered retirement savings plan as defined in the Income Tax Act (Canada).
(cc) ~~(u)~~ “RRIF” means a registered retirement income fund as defined in the Income Tax Act (Canada).
(dd) ~~(v)~~ “Securities Act” means the Securities Act (Ontario), or its successor, as amended from time to time.

(ee) “ Security Based Compensation ” for the purposes of the Plan means any security issued pursuant to Security Based Compensation Arrangement.

(ff) “ Security Based Compensation Arrangement ” for the purposes of the Plan means any Option, share option plan, share incentive plan, restricted share unit plan, deferred share unit plan, employee share purchase plan or other securities based compensation plan where the Corporation provides any financial assistance or matching mechanism, stock appreciation right or any other compensation or incentive mechanism involving the issuance or potential issuance of securities from the Corporation’s treasury to Executives, Employees or Consultants, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan guarantee or otherwise, but for greater certainty does not involve compensation arrangements which do not

involve the issuance or potential issuance of securities from the Corporation’s treasury or arrangements under which compensation arrangements are settled solely in cash and/or securities purchased on the secondary market.

(gg) ~~(w)~~ “Take-over Bid” shall have the meaning ascribed thereto in the Securities Act.
(hh) ~~(x)~~ “Termination” shall have the meaning specified in Section 2.08 of this Plan.

(ii) “ VWAP ” means the volume weighted average trading price of the Common Shares on the TSXV calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Option, subject to the proviso that the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

ARTICLE TWO STOCK OPTION PLAN

2.01 The Plan. The Plan is hereby established for certain ~~directors, senior officers, employees~~ Executives, Employees, Management Company Employees and Consultants of the Corporation and its Affiliated Entities.

2.02 Participants and Permitted Assigns.

(a) Participants in the Plan shall be ~~directors, senior officers, employees~~ Executives, Employees, Management Company Employees or Consultants of the Corporation or ~~Affiliated Entitieso~~ f its subsidiary who, by the nature of their positions or jobs are, in the opinion of the Board of Directors, in a position to contribute to the success of the Corporation. All ~~optionsO~~ ptions granted hereunder shall be evidenced by an “Option Agreement” between the Corporation and the Participant substantially in the form of Schedule 1, and the ~~IssuerC~~ orporation represents that the Optionee is a bona fide Participant.
(b) At the request of any Participant, such request to be made to the Corporation in writing, ~~options~~ Options to be granted to a Participant may be issued to and registered in the name of a Permitted Assign of the Participant and, in such event, the provisions of this Plan shall apply to such ~~optionsO~~ ptions mutatis mutandis as though they were issued to and registered in the name of the Participant.
2.03 Number of Options. The determination regarding the aggregate number of Common Shares subject to ~~optionsO~~ ptions in favour of any Participant will take into consideration the Participant’s present and potential contribution to the success of the Corporation and shall be determined from time to time by the Board of Directors. The aggregate number of Common Shares reserved for issuance upon the exercise of ~~optionsO~~ ptions pursuant to this Plan, subject to adjustment or increase of such number pursuant to Section 2.10 hereof, shall be equal to 10% of the total number of Common Shares issued and outstanding from time to time. ~~The maximum number of Common Shares reserved for issuance to any one Participant upon the exercise of options shall not exceed 5% of the total number of Common Shares outstanding anytime during the prior 12-month period unless the Corporation has obtained disinterested shareholder approval in a manner permitted by the Exchange.~~

2.04 Limits With Respect to Option Grants. Notwithstanding anything to the contrary in this Plan:

(a) The maximum aggregate number of Common Shares issuable to Insiders pursuant to ~~options~~ Options granted under the Plan together with all of the Corporation’s other Security Based Compensation Arrangements, shall not:
(i) in any 12 month period, exceed 10% of the number of Common Shares outstanding

~~immediately prior to the grant of any such option,~~ calculated as at the date any Security Based Compensation is granted or issued to any such Insider unless the Corporation has obtained the approval of the disinterested shareholders of the Corporation; or

(ii) result in the issuance to Insiders, ~~within a 12 month period~~ at any point in time, of in excess of 10% of the number of Common Shares outstanding ~~immediately prior to the grant of any such optionu~~ nless the Corporation has obtained the approval of the disinterested shareholders of the Corporation.
(b) The maximum aggregate number of Common Shares issuable to any ~~Insider and such Insider’s Associates~~ one Participant pursuant to ~~optionsO~~ ptions granted under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, shall not, within a 12 month period, exceed 5% of the number of Common Shares outstanding ~~immediately prior to the grant of any such option~~ calculated as at the date any Security Based Compensation is granted or issued to any such Participant unless the Corporation has obtained the approval of the disinterested shareholders of the Corporation.
(c) The maximum aggregate number of Common Shares issuable to any one Consultant pursuant to Options granted under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, shall not, within a 12 month period, exceed 2% of the number of Common Shares outstanding ~~immediately prior to the grant ofc~~ alculated as at the date any Security Based Compensation is granted or issued to any such ~~optionC~~ onsultant.
(d) The maximum aggregate number of Common Shares issuable to all ~~employees employed in~~ Investor Relations ~~Activities~~ Service Providers pursuant to Options granted under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, shall not, within a ~~one year~~ 12 month period, exceed 2% of the number of Common Shares outstanding ~~immediately prior to the grant of any such option~~ calculated as at the date any Security Based Compensation is granted or issued to any such Investor Relations Service Provider, and such Options must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period. Investor Relations Service Providers may not receive any Security Based Compensation other than Options.
(e) ~~Any Common Shares issuable pursuant to an option granted to a Participant prior to the Participant becoming an Insider shall be excluded for the purposes of the limits set out in Sections 2.04(a) and 2.04(b).~~ any Options granted to an Optionee who ceases to be eligible to receive grants of Options under the Plan for any reason whatsoever shall terminate at a date no later than 12 months from the date such Optionee ceases to be eligible under the Plan.

2.05 Price. The exercise price per Common Share shall be determined by the Board of Directors at the time the ~~option~~ Option is granted, but such price shall not be less than the closing price of the Common Shares on the Exchange on the last trading day preceding the date on which the grant of the ~~optionO~~ ption is approved by the Board of Directors (or such lesser exercise price as may be permitted under the rules of the Exchange). In the event that the Common Shares are not listed and posted for trading on the Exchange, the exercise price shall be the fair market value of the Common Shares as determined by the Board of Directors.

Disinterested shareholder approval will be required for any reduction in the exercise price of an ~~optionO~~ ption if the ~~optioneeO~~ ptionee is an Insider of the Corporation at the time of the proposed amendment.

2.06 Lapsed Options. In the event that ~~optionsO~~ ptions granted under this Plan are surrendered in accordance with the provisions of this Plan, terminate or expire without being exercised in whole or in part, the Common Shares reserved for issuance but not purchased under such lapsed ~~options~~ Options shall be

available for subsequent ~~options~~ Options to be granted under the Plan.

2.07 Consideration, Option Period and Payment.

(a) ~~(a)~~ The period during which ~~optionsO~~ ptions may be exercised shall be determined by the Board of Directors, to a maximum of ~~five~~ ~~t~~ en ( 510 ) years from the date the ~~option~~ Option is granted (the “ Option Period ”), except as the same may be reduced with respect to any ~~optionO~~ ption as provided in Section 2.08 respecting termination of employment or death of the Participant. The vesting period of the ~~optionsO~~ ptions shall be determined and/or amended by the Board of Directors. Each ~~option~~ Option must vest within its Option Period and an ~~optionO~~ ption may not be exercised until it has vested.
(b) Disinterested shareholder approval will be required for any extension of the term of Option, if the Optionee is an Insider of the Corporation at the time of the proposed amendment.
(c) The Option Period of Options granted hereunder shall be automatically extended if the expiry date -
of the Option Period would otherwise fall within a Black Out period. The following requirements are applicable to any such automatic extension provision: -
(i) the Corporation must have formally imposed a Black Out period pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (within the meaning of such term in applicable TSXV policies). For greater certainty, in the -
absence of the Corporation formally imposing a Black Out period, the Expiry Date of any Options will not be automatically extended in any circumstances;
(ii) the Black-Out period must expire upon the general disclosure of the undisclosed Material Information. The Expiry Date of the affected Options can be extended to no later than ten -
(10) business days after the expiry of the Black Out period; and
(iii) the automatic extension of an Optionee Options will not be permitted where the Optionee or the Corporation is subject to a cease trade order (or similar order under applicable laws) in respect of the Common Shares.
(d) ~~(b)~~ Subject to any other provision of this Plan, an ~~optionO~~ ption may be exercised from time to time during the Option Period by delivery to the Corporation at its registered office of a written “Notice of Election to Exercise Option” addressed to the Secretary of the Corporation, substantially in the form of Schedule 2, specifying the number of Common Shares with respect to which the ~~optionO~~ ption is being exercised and ~~accompanied by payment in full of the exercise price for the Common Shares.~~ which shall indicate which of the three methods of payment, below, the Optionee has chosen:
(a) Cash Exercise - Consideration may be paid by an Optionee sending a wire transfer, certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate exercise Price of the Shares then being purchased pursuant to the exercise of the Option;
(b) Cashless Exercise – “Cashless Exercise” means and may be effected when the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to an Optionee to purchase the Common Shares underlying her, his or its Options, with the brokerage firm then selling a sufficient number of Common Shares to cover the Option exercise price of the Options in order to repay the loan made to the Optionee. Upon such a Cashless Exercise, the brokerage firm involved receives a number of Common Shares from the exercise of an Optionee’s Options to repay the loan so provided, and the Optionee receives the balance of Common Shares or the cash proceeds from the sale of the balance of such Common Shares. Pursuant to a “Cashless Exercise” a Optionee shall deliver a properly executed Notice of Election to Exercise Option together with irrevocable instructions to a broker providing for the assignment to the Corporation of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option. The Corporation reserves, at any and all

times, the right, in the Corporation’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Optionees specified by the Corporation notwithstanding that such program or procedures may be available to other Optionees; or

(c) Net Exercise - “Net Exercise” means, and may be effected for Optionees other than those engaged in Investor Relations Activities for the Corporation, a process whereby Options are exercised without the Optionee making any cash payment to the Corporation, such that the Corporation does not receive any cash in payment of the applicable Option exercise price, and instead the Optionee receives only the number of Shares underlying the applicable Options as is equal to the quotient obtained by dividing:
(A) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by

(B) the VWAP of the underlying Shares.

The number of Shares delivered to the Optionee may be further reduced to satisfy applicable tax withholding obligations pursuant to Section 10.4. Notwithstanding anything else contained herein, Options may not be - exercised during a Black Out period unless the Committee determines otherwise.

Certificates (if applicable) for such Common Shares shall be issued and delivered to the ~~ParticipantO~~ ptionee as soon as practicable following receipt of such notice and payment.

(e) ~~(c)~~ Except as set forth in Section 2.08, no ~~optionO~~ ption may be exercised unless the Participant is, at the time of such exercise, ~~a director, senior officer, employeea~~ n Executive, Employee, Management Company Employee or Consultant of the Corporation or ~~Affiliated Entityi~~ ts subsidiary and shall have been continuously ~~a director, senior officer, employeea~~ n Executive, Employee, Management Company Employee or Consultant since the grant of his, her or its ~~optionO~~ ption. Absence on leave with the approval of the Corporation or ~~Affiliated Entityi~~ ts subsidiary shall not be considered an interruption of employment for purposes of this Plan.
(f) ~~(d)~~ The exercise of any ~~optionO~~ ption will be contingent upon receipt by the Corporation of cash payment of the full exercise price of the Common Shares, which are the subject of the exercised ~~option~~ Option. No Participant or his, her or its legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Common Shares with respect to which he, she or it was granted an ~~optionO~~ ption under this Plan, unless and until certificates for such Common Shares are issued under the terms of this Plan.
(g) ~~(e)~~ Notwithstanding any other provision of this Plan or in any ~~optionO~~ ption granted to a Participant, the Corporation’s obligation to issue Common Shares to a Participant pursuant to the exercise of an ~~optionO~~ ption shall be subject to:
(i) the completion of such registration or other qualification of such Common Shares or obtaining approval of the Exchange and of such other regulatory authorities as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;
(ii) the admission of such Common Shares for listing and posting for trading or quotation, as the case may be, on the Exchange; and
(iii) the receipt from the Participant of such representations, warranties, agreements and undertakings, including as to future dealings in such Common Shares, as the Corporation

or its counsel determines to be necessary or advisable in order to ensure compliance with all applicable securities laws.

(h) ~~(g)~~ Subject to Exchange approval, if there is a Take-over Bid or Issuer Bid (other than a “Normal Course” Issuer Bid) made for all or any of the issued and outstanding Common Shares, then all ~~options~~ Options outstanding, vested and unvested, under the Plan shall become immediately exercisable (unless the Board of Directors, by resolution, determines otherwise and subject to any limitations the Board of Directors may impose) in order to permit Common Shares issuable under such ~~optionsO~~ ptions to be tendered pursuant to such bid.
(i) ~~(h)~~ Subject to Exchange approval, in the event of a Change of Control (as defined below), all ~~options~~ Options outstanding, vested and unvested, under the Plan shall become immediately exercisable (unless the Board of Directors, by resolution, determines otherwise and subject to any limitations the Board of Directors may impose). For the purposes of this provision, a “Change of Control” will be deemed to have occurred when:
(i) a person (which includes a partnership or corporation) acting alone or jointly or in concert with others, acquires beneficial ownership of voting securities of the Corporation which, together with voting securities of the Corporation already owned by such person or persons, constitutes in the aggregate 50% or more of the outstanding voting securities of the Corporation. A person who is principally engaged in the business of managing investment funds for unaffiliated securities investors and, as a part of such person’s duties for fully managed accounts, holds or exercises voting power over voting securities of the Corporation, will not, solely by reason thereof, be considered to be a beneficial owner of such voting securities;
(ii) the Corporation agrees to amalgamate, consolidate or merge with another body corporate;
(iii) any resolution is passed or any action or proceeding is taken with respect to the liquidation, dissolution or winding up of the Corporation; or
(iv) the Corporation decides to sell, lease, or otherwise dispose of all, or substantially all, of its assets.

2.08 Termination of Employment and Cessation of Investor Relations Activities.

If a Participant ~~shall ceasec~~ eases to be:

(a) ~~(a) a director, senior officer~~ an Executive or Consultant of the Corporation or an Affiliated Entity (and is not or does not continue to be an ~~employeeE~~ mployee thereof for any reason other than death); or
(b) ~~(b)~~ an ~~employeeE~~ mployee of the Corporation or ~~an Affiliated Entity~~ any of its subsidiaries (and is not or does not continue to be ~~a director or senior officera~~ n Executive thereof or Consultant thereto) for any reason (other than death) or ~~shall receiver~~ eceives notice from the Corporation or any of its ~~Affiliated Entity~~ subsidiaries of the termination of his or her employment;

(each, a “ Termination ”) he, she or it may, exercise his, her or its ~~optionsO~~ ptions to the extent that he, she or it was entitled to exercise such ~~options~~ Options at the date of such Termination, but only up to a maximum of 90 days after Termination.

In the case of an ~~employee or Consultant engaged in~~ Investor Relations ~~ActivitiesS~~ ervice Provider, he, she or it may, but only within 30 days next succeeding such ~~employee or ConsultantI~~ nvestor Relations Service Provider ceasing to be employed or engaged, as the case may be, to provide Investor Relations Activities (a “ Cessation of IRA ”), exercise his, her or its ~~optionsO~~ ptions to the extent that he, she or it was entitled to

exercise such ~~optionsO~~ ptions at the date of the Cessation of IRA; provided that in no event shall such right extend beyond the Option Period.

If a Participant is terminated for cause, his, her or its ~~options~~ Options shall expire immediately. This section is subject to any agreement with any Participant with respect to the rights of such Participant upon Termination.

2.09 Death of Participant. In the event of the death of a Participant, the ~~options~~ Options granted to the Participant shall be exercisable for a period of up to a maximum of 12 months thereafter by the person or persons to whom the Participant’s rights under the ~~optionO~~ ption shall pass by the Participant’s will or the laws of descent and distribution; provided that in no event shall such right extend beyond the Option Period, all subject to Board of Director approval.

2.10 Adjustment in Common Shares Subject to the Plan. In the event that:

(a) there is any change in the Common Shares through subdivisions or consolidations of the share capital of the Corporation, or otherwise;
(b) the Corporation declares a dividend out of the ordinary course on the Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; or
(c) the Corporation issues Common Shares, or securities convertible into or exchangeable for Common Shares, in respect of, in lieu of, or in exchange for, existing Common Shares,

the number of Common Shares available for ~~optionO~~ ption, the Common Shares subject to any ~~optionO~~ ption, and the ~~optionO~~ ption price thereof, shall be adjusted appropriately by the Board of Directors and such adjustment shall be effective and binding for all purposes of this Plan, subject to the prior consent of the – Exchange (if such consent is required under the rules of the Exchange for greater certainty, a subdivision or consolidation of the Common Shares shall not require such consent).

2.11 Record Keeping. The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Participant in this Plan; and
(b) the number of ~~options~~ Options granted to a Participant and/or Permitted Assign of the Participant (as applicable) and the number of ~~optionsO~~ ptions outstanding.

2.12 Withholding Taxes. To the extent the exercise of an Option hereunder gives rise to any tax or other statutory withholding obligation (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction), the Corporation may implement appropriate procedures to ensure that the tax withholding obligations are met. These procedures may include, without limitation, increased withholding from an ~~option HolderO~~ ptionee’s regular compensation, cash payments by an ~~option HolderO~~ ptionee, or the sale of a portion of the Common Shares acquired pursuant to the exercise of an Option, which sale may be required and initiated by the Corporation. Unless otherwise determined by the Corporation, any such procedure, including offering choices among procedures, will be applied consistently with respect to all similarly situated ~~an optionO~~ ption Holders in the Plan, except to the extent any procedure may not be permitted under the laws of the applicable jurisdiction.

ARTICLE THREE GENERAL

3.01 Assignability or Transferability. The benefits, rights and ~~optionsO~~ ptions accruing to any Participant in accordance with the terms and conditions of this Plan shall not be assignable or transferable by the Participant except as otherwise specifically provided herein and in accordance with NI 45-106 and the rules of the Exchange. During the lifetime of a Participant, all benefits, rights and ~~optionsO~~ ptions shall only be exercised by the Participant or by his or her guardian or legal representative.

3.02 Employment. Nothing contained in this Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Corporation or Affiliated Entity, or interfere in any way with the right of the Corporation or Affiliated Entity to terminate the Participant’s employment at any time. Participation in this Plan by a Participant shall be voluntary.

3.03 Delegation to Compensation Committee. All of the powers exercisable by the Board of Directors under this Plan may, to the extent permitted by applicable law and authorized by resolution of the Board of Directors, be exercised by a Compensation Committee of not less than three (3) directors. A majority of the members of any such Compensation Committee shall not be ~~employees~~ Employees or senior officers of the Corporation. In addition, if determined appropriate by the Board of Directors, the Board of Directors may delegate any or all of the powers of the Board of Directors under the Plan to an independent consultant.

3.04 Administration of the Plan. This Plan shall be administered by the Board of Directors. The Board of Directors shall be authorized to interpret and construe this Plan and may, from time to time, establish, amend or rescind rules and regulations required for carrying out the purposes, provisions and administration of this Plan and determine the Participants to be granted ~~options~~ Options, the number of Common Shares covered thereby, the exercise price therefor and the time or times when they may be exercised. Any such interpretation or construction of this Plan shall be final and conclusive. All administrative costs of this Plan shall be paid by the Corporation. The directors and senior officers of the Corporation are hereby authorized and directed to do all things and execute and deliver all instruments, undertakings and applications and writings as they consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan.

3.05 Amendment, Modification or Termination of the Plan. The Board of Directors reserves the right to amend, modify or terminate this Plan at any time if and when it is advisable in the discretion of the Board of Directors. However, any amendment of this Plan which would:

(a) materially increase the benefits under this Plan;
(b) materially increase the number of Common Shares which may be issued under this Plan; or
(c) materially modify the requirements as to the eligibility for participation in this Plan,

shall be effective only upon the approval of the shareholders of the Corporation. Any material amendment to any provision of this Plan shall also be subject to any necessary approvals by the Exchange or regulatory body having jurisdiction over the securities of the Corporation.

3.06 Consolidation, Merger, etc. If there is a consolidation, merger or statutory amalgamation or arrangement of the Corporation with or into another corporation, a separation of the business of the Corporation into two or more entities or a transfer of all or substantially all of the assets of the Corporation to another entity, upon the exercise of an ~~optionO~~ ption under this Plan, the holder thereof shall be entitled to receive the securities, property or cash which the holder would have received upon such consolidation, merger, amalgamation, arrangement, separation or transfer if the holder had exercised the ~~optionO~~ ption immediately prior to such event, unless the directors of the Corporation otherwise determine the basis upon which such ~~optionO~~ ption shall be exercisable.

3.07 No Representation or Warranty. The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

3.08 Approval and Effective Date. This Plan shall be effective as of the date it is approved by the Board of Directors and the Exchange, and any regulatory body having jurisdiction over the securities of the Corporation.

Dated: May ~~233~~ 0, ~~20132~~ 022

SCHEDULE “B”

DISSENT RIGHTS – SECTION 190 CANADA BUSINESS CORPORATIONS ACT

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

(c) amalgamate otherwise than under section 184;

(d) be continued under section 188;

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

If one class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Payment for shares

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

No partial dissent

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

Notice of resolution

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

Demand for payment

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

(c) a demand for payment of the fair value of such shares.

Share certificate

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Forfeiture

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

Endorsing certificate

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder’s rights are reinstated as of the date the notice was sent.

Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Same terms

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

Payment

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Corporation may apply to court

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

Shareholder application to court

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

Venue

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

No security for costs

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

Parties

(19) On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

Powers of court

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Appraisers

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

Interest

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Notice that subsection (26) applies

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Effect where subsection (26) applies

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

SCHEDULE “C”

CHARTER OF THE AUDIT COMMITTEE

1. Overall Purpose and Objectives

The audit committee (the “Committee”) will assist the directors (the “Directors”) of Peruvian Metals Corp. (the “Corporation”) in fulfilling their responsibilities under applicable legal and regulatory requirements. To the extent considered appropriate by the Committee or as required by applicable legal or regulatory requirements, the Committee will review the financial reporting process of the Corporation, the system of internal controls and management of the financial risks of the Corporation and the audit process of the financial information of the Corporation. In fulfilling its responsibilities, the Committee should maintain an effective working relationship with the Directors, management of the Corporation and the external auditor of the Corporation as well as monitor the independence of the external auditor.

2. Authority

(a) The Committee shall have the authority to:
(i) engage independent counsel and other advisors as the Committee determines necessary to carry out its duties;
(ii) set and pay the compensation for any advisors employed by the Committee;
(iii) communicate directly with the internal and external auditor of the Corporation and require that the external auditor of the Corporation report directly to the Committee; and
(iv) seek any information considered appropriate by the Committee from any employee of the Corporation.
(b) The Committee shall have unrestricted and unfettered access to all personnel and documents of the Corporation and shall be provided with the resources reasonably necessary to fulfill its responsibilities.

3. Membership and Organization

(a) The Committee will be composed of at least three members. The members of the Committee shall be appointed by the Directors to serve one-year terms and shall be permitted to serve an unlimited number of consecutive terms. Every member of the Committee must be a Director who is independent and financially literate to the extent required by (and subject to the exemptions and other provisions set out in) applicable laws, rules and regulations, and stock exchange requirements (“Applicable Laws”). In this Charter, the terms “independent” and “financially literate” have the meaning ascribed to such terms by Applicable Laws, and include the meanings given to similar terms by Applicable Laws, including in the case of the term “independent” the terms “outside” and “unrelated” to the extent such latter terms are applicable under Applicable Laws.
(b) The chairman of the Committee will be appointed by the Committee from time to time and must have such accounting or related financial management expertise as the Directors may determine in their business judgement.
(c) The secretary of the Committee will be the Secretary of the Corporation or such other person as is chosen by the Committee.
(d) The Committee may invite such persons to meetings of the Committee as the Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this Charter or Applicable Laws.
(e) The Committee may invite the external auditor of the Corporation to be present at any meeting of the Committee and to comment on any financial statements, or on any of the financial aspects, of the Corporation.
(f) The Committee will meet as considered appropriate or desirable by the Committee. Any member of the Committee or the external auditor of the Corporation may call a meeting of the Committee at any time upon 48 hours prior written notice.
(g) All decisions of the Committee shall be by simple majority and the chairman of the Committee shall not have a deciding or casting vote.

(h) Minutes shall be kept in respect of the proceedings of all meetings of the Committee.
(i) No business shall be transacted by the Committee except at a meeting of the members thereof at which a majority of the members thereof is present.
(j) The Committee may transact its business by a resolution in writing signed by all the members of the Committee in lieu of a meeting of the Committee.

4. Role and Responsibilities

To the extent considered appropriate or desirable or required by applicable legal or regulatory requirements, the Committee shall:

(a) recommend to the Directors
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report on the annual financial statements of the Corporation or performing other audit, review or attest services for the Corporation, and
(ii) the compensation to be paid to the external auditor of the Corporation;
(b) review the proposed audit scope and approach of the external auditor of the Corporation and ensure no unjustifiable restriction or limitations have been placed on the scope of the proposed audit;
(c) meet separately and periodically with the management of the Corporation, the external auditor of the Corporation and the internal auditor (or other personnel responsible for the internal audit function of the Corporation) of the Corporation to discuss any matters that the Committee, the external auditor of the Corporation or the internal auditor of the Corporation, respectively, believes should be discussed privately;
(d) be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report on the annual financial statements of the Corporation or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management of the Corporation and the external auditor of the Corporation regarding any financial reporting matter and review the performance of the external auditor of the Corporation;
(e) review judgmental areas, for example those involving a valuation of the assets and liabilities and other commitments and contingencies of the Corporation;
(f) review audit issues related to the material associated and affiliated entities of the Corporation that may have a significant impact on the equity investment therein of the Corporation;
(g) meet with management and the external auditor of the Corporation to review the annual financial statements of the Corporation and the results of the audit thereof;
(h) review and determine if internal control recommendations made by the external auditor of the Corporation have been implemented by management of the Corporation;
(i) pre-approve all non-audit services to be provided to the Corporation or any subsidiary entities thereof by the external auditor of the Corporation and, to the extent considered appropriate: (i) adopt specific policies and procedures in accordance with Applicable Laws for the engagement of such non-audit services; and/or (ii) delegate to one or more independent members of the Committee the authority to pre-approve all non-audit services to be provided to the Corporation or any subsidiary entities thereof by the external auditor of the Corporation provided that the other members of the Committee are informed of each such non-audit service;
(j) consider the qualification and independence of the external auditor of the Corporation, including reviewing the range of services provided by the external auditor of the Corporation in the context of all consulting services obtained by the Corporation;

(k) consider the fairness of the interim financial statements and financial disclosure of the Corporation and review with management of the Corporation whether,
(i) actual financial results for the interim period varied significantly from budgeted or projected results,
(ii) generally accepted accounting principles have been consistently applied,
(iii) there are any actual or proposed changes in accounting or financial reporting practices of the Corporation, and
(iv) there are any significant or unusual events or transactions which require disclosure and, if so, consider the adequacy of that disclosure;
(l) review the financial statements of the Corporation, management's discussion and analysis and any annual and interim earnings press releases of the Corporation before the Corporation publicly discloses such information and discuss these documents with the external auditor and with management of the Corporation, as appropriate;
(m) review and be satisfied that adequate procedures are in place for the review of the public disclosure of the Corporation of financial information extracted or derived from the financial statements of the Corporation, other than the public disclosure referred to in paragraph 4(l) above, and periodically assess the adequacy of those procedures;
(n) establish procedures for,
(i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and
(ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters relating to the Corporation;
(o) review and approve the hiring policies of the Corporation regarding partners, employees and former partners and employees of the present and any former external auditor of the Corporation;
(p) review the areas of greatest financial risk to the Corporation and whether management of the Corporation is managing these risks effectively;
(q) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and consider their impact on the financial statements of the Corporation;
(r) review any legal matters which could significantly impact the financial statements of the Corporation as reported on by counsel and meet with counsel to the Corporation whenever deemed appropriate;
(s) institute special investigations and, if appropriate, hire special counsel or experts to assist in such special investigations;
(t) at least annually, obtain and review a report prepared by the external auditor of the Corporation describing: the firm's quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review of the firm or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, in respect of one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor's independence) all relationships between the independent auditor and the Corporation;
(u) review with the external auditor of the Corporation any audit problems or difficulties and management's response to such problems or difficulties;
(v) discuss the Corporation's earnings press releases, as well as financial information and earning guidance provided to analysts and rating agencies, if applicable; and
(w) review this charter and recommend changes to this charter to the Directors from time to time.

5. Communication with the Directors

(a) The Committee shall produce and provide the Directors with a written summary of all actions taken at each Committee meeting or by written resolution.

(b) The Committee shall produce and provide the Directors with all reports or other information required to be prepared under Applicable Laws.

AI assistant

Peruvian Metals Corp. — Proxy Solicitation & Information Statement 2022

44739_rns_2022-06-07_71faf7c9-0de5-496b-a92d-fb70afa64cea.pdf

PERUVIAN METALS CORP.

INFORMATION CIRCULAR

AND

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 28, 2022

are urged to vote on the matters before the Meeting by proxy or voting instruction form, as the case may be, which proxy or voting instruction form can be submitted electronically or by mail as described in the accompanying Circular.

* PERSONS THAT DO NOT HAVE EVIDENCE OF FULL VACCINATION PRIOR TO THE MEETING MAY NOT BE GRANTED ACCESS TO ATTEND THE MEETING IN PERSON AT THE DISCRETION OF THE CHAIR.***

PERUVIAN METALS CORP. MANAGEMENT INFORMATION CIRCULAR May 31, 2022

PART I – GENERAL MEETING INFORMATION

SOLICITATION OF PROXIES

COVID-19

* PERSONS THAT DO NOT HAVE EVIDENCE OF FULL VACCINATION PRIOR TO THE MEETING MAY NOT BE GRANTED ACCESS TO ATTEND THE MEETING IN PERSON AT THE DISCRETION OF THE CHAIR.***

APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

VOTING OF PROXIES

NOTICE TO BENEFICIAL SHAREHOLDERS

Distribution to NOBOs

Distribution to OBOs

QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PART II – ANNUAL AND SPECIAL BUSINESS

Election of Directors

Re-Appointment of Auditor

Confirmation of Rolling Stock Option Plan

Continuance of the Corporation under the Business Corporations Act (Alberta)

Vote Required

Certain Corporate Differences Between the ABCA and the CBCA

Place of Shareholders’ Meetings

Notice of Shareholders’ Meetings

Shareholder Proposals

Telephonic or Electronic Meetings

Registered Office

Corporate Records

Notice of a Derivative Action

Rights of Dissent to the Continuance

Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the Continuance Resolution.

PART III - STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Discretionary Bonus

Long-term Incentives

Director Compensation

SUMMARY COMPENSATION TABLE

INCENTIVE PLAN AWARDS

Stock Options and other Compensation Securities

PENSION PLAN BENEFITS

TERMINATION AND CHANGE OF CONTROL BENEFITS

PART IV – OTHER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS AND EXTERNAL MANAGEMENT COMPANIES

PENALTIES AND SANCTIONS AND PERSONAL BANKRUPTCIES

FINANCIAL STATEMENTS

CORPORATE GOVERNANCE PRACTICES

Board of Directors

Independence of the Board

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Audit Committee

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Reliance on Certain Exemptions

Audit Committee Oversight

Pre-Approval Policy and Procedures

External Auditor Disclosure

Audit Fees

Board and Senior Management Diversity

Directors

Senior Management

Board Committees

Compensation Committee

Nominating Committee

Corporate Governance Committee

Assessments

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Peruvian Metals Corp. Proxy Solicitation & Information Statement 2022

PERUVIAN METALS CORP. DURAN VENTURES INC.