Pirate Gold Corp. — AGM Information 2021

Jan 21, 2021

SOKOMAN MINERALS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

To be held on February 12, 2021 and

MANAGEMENT INFORMATION CIRCULAR

January 11, 2021

SOKOMAN MINERALS CORP. 82 Richmond St East Toronto, ON. M5C 1P1

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the shareholders of Sokoman Minerals Corp. ("Sokoman" or the "Company") will be held on February 12, 2021 at 10:00 a.m. (PST) at 1400 – 1040 West Georgia Street, Vancouver, BC V6E 4H1 for the following purposes:

• 1. To receive the Report of the Directors;
• 1. To receive the financial statements of the Company and the Auditors' report thereon for the years ended June 30, 2018, June 30, 2019 and June 30, 2020;
• 1. To fix the number of directors at five;
• 1. To elect directors for the ensuing year;
• 1. To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
• 1. To consider, and if thought fit, to approve, with or without amendment, an ordinary resolution to re-approve the Company's Stock Option Plan;

INSIDERS TO WHOM SHARES MAY BE ISSUED UNDER THE AMENDED PLAN, AND THEIR RESPECTIVE ASSOCIATES AND AFFILIATES, WILL ABSTAIN FROM VOTING ON THE FOREGOING RESOLUTION. THE APPROVAL OF A MAJORITY OF DISINTERESTED SHAREHOLDERS OF THE COMPANY IS THEREFORE SOUGHT.

• 1. To consider, and if thought fit, to approve, with or without amendment, an ordinary resolution, confirming and ratifying the Shareholder Rights Plan
• 1. To transact such further or other business as may properly come before the meeting and any adjournment thereof.

This notice is accompanied by a Management Information Circular, either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders, and, for those registered shareholders who so requested, a copy of the audited annual consolidated financial statements and management's discussion and analysis ("MD&A") of the Company for the years ended June 30, 2018, June 30, 2019 and June 30, 2020 (collectively, the "Meeting Materials"). Shareholders are able to request to receive copies of the Company's annual report (including audited consolidated financial statements and MD&A) and/or interim consolidated financial report and MD&A by marking the appropriate box on the form of proxy or voting instruction form, as applicable. The audited annual consolidated financial statements and MD&A of the Company for the years ended June 30, 2018, June 30, 2019 and June 30, 2020 are being sent to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company at emyung@marrellisupport.ca or they can be found on SEDAR at www.sedar.com, or on the Company's website at www.sokomanmineralscorp.com

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting.

The Board of Directors of the Company has, by resolution, fixed the close of business on December 31, 2021 as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The Board of Directors of the Company has, by resolution, fixed 10:00 a.m. (Pacific Standard Time) on February 10, 2021 or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company's transfer agent.

NOTE OF CAUTION CONCERNING THE CONVID-19 OUTBREAK

At the date of this Notice and the accompanying Information Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus (COVID-19) outbreak ("COVID-19"). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Those shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada:(https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flulike symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the

Meeting by one of the means described on pages 2 to 4 of the Information Circular accompanying this

Notice.

The Company 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) holding the Meeting virtually or by 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 cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) 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 Company will announce any and all of these changes by way of email. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

While registered shareholders are entitled to attend the Meeting in person, we strongly recommend that all Shareholders vote by proxy and do not attend the Meeting. Accordingly, we ask that registered shareholders complete, date and sign the enclosed form of Proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

If you hold your Common Shares in a brokerage account, you are a non-registered shareholder ("Beneficial Shareholder"). Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote, or in order to notify the Company if they plan to attend the Meeting.

If you have any questions relating to the Meeting, please contact the Company by calling 1-416-361-3557or by email at emyung@marrellisupport.ca.

DATED at Toronto, Ontario this 11th day of January, 2021.

BY ORDER OF THE BOARD Sokoman Minerals Corp.

"Timothy Froude" Timothy Froude, President

SOKOMAN MINERALS CORP.

82 Richmond St East Toronto, ON. M5C 1P1

INFORMATION CIRCULAR

(Containing information as at December 31, 2020 except as otherwise indicated)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Sokoman Minerals Corp. (the "Company") for use at the Annual General and Special Meeting of Shareholders of the Company (the "Meeting") and any adjournment thereof to be held on February 12, 2021 at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone, e-mail, fax or other means of telecommunications by the directors, officers and employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company.

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

APPOINTMENT AND REVOCATION OF PROXIES

The persons named as proxy holder in the accompanying form of proxy were designated by the management of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STROKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by TMX TRUST COMPANY not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meeting or any adjournment thereof.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting. Please contact your broker if you have questions.

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, 1400 – 1040 West Georgia Street, Vancouver, BC. V6E 4H1, at any time up to and including the last business day preceding the day of the meeting, or if adjourned, any reconvening thereof, or to the Chairman of the meeting on the day of the meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY WILL, ON ANY POLL WHERE A CHOICE WITH RESPECT TO ANY MATTER TO BE ACTED UPON HAS BEEN SPECIFIED IN THE FORM OF PROXY, BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONMADE.

SUCH SHARES WILL, ON A POLL, BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

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

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant.

These securityholder materials are being sent to both registered shareholders and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs".

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has elected to send the Notice of Meeting, this Circular and the Proxy (collectively, the "Meeting Materials") directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

By choosing to send these materials to the NOBOs directly, the Company (and not the Intermediary holding on their behalf) has assumed responsibility for (i) delivering these materials to the NOBOs, and (ii) executing their proper voting instructions.

The Meeting Materials sent to Non-Registered Holders who have not waived the right to receive meeting materials are accompanied by a request for voting instructions (a "VIF"). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Non-Registered Holder is able to instruct the registered shareholder how to vote on behalf of the Non-Registered Holder. VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder, or his or her nominee, the right to attend and vote at the Meeting.

Please return your voting instructions as specified in the VIF. Non-Registered Holders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value. Only the holders of common shares are entitled to receive notice of or to attend and vote at any meetings of the Members of the Company. As at December 31, 2020 there were 141,122,589 common shares without par value issued and outstanding.

Only shareholders of record at the close of business on December 31, 2020 who either personally attend the meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the Meeting.

Each shareholder is entitled to one vote for each common share registered in his/her/its name on the list of shareholders.

To the knowledge of the directors and senior officers of the Company, the only persons or companies that beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company as at the date of the Record Date are:

Shareholder Name	Number of Shares Held	Percentage of Issued Shares
Eric Sprott	17,208,696	12.2%

ELECTION OF DIRECTORS

The number of directors on the board of directors is currently set at five (5). Management of the Company proposes to nominate the persons named in the following table for election as Directors of the Company. The term of each of the current directors of the Company will expire at the Meeting and each Director elected will hold office until the next Annual General Meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a Director. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the nomineesset out below. Management does not contemplate that any of the nominees will be unable to serve as a director.

The Company does not have an executive committee but does have an audit committee.

The following information concerning the proposed nominees has been furnished by each of them:

Name and Present OfficeHeld	Director Since	# of SharesBeneficially Owned,Directly orIndirectly, or OverWhich Control orDirection isExercised at theDate of ThisInformationCircular	Principal Occupation and if notat Present an Elected Director,Occupation During the Past Five(5) Years
Timothy Froude	2011	442,520	Geologist, CEO Sokoman MineralsCorp.

Name and Present OfficeHeld	Director Since	# of SharesBeneficially Owned,Directly orIndirectly, or OverWhich Control orDirection isExercised at theDate of ThisInformationCircular	Principal Occupation and if notat Present an Elected Director,Occupation During the Past Five(5) Years
Colin Bowdidge (1)	2017	Nil	Geologist
Catherine D. Hume (1) (2)	2017	828,500	CEO, CHF Capital Markets
Peter M. Dimmell(1)(2)	2018	30,000	Geologist
James Adams(2)	2019	50,000	Financial Industry Professional

NOTES:

• (1) Member of the Audit Committee
• (2) Member of the Compensation Committee

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Company acting solely in such capacity.

Corporate Cease Trade Orders or Bankruptcies

No director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

• (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
• (b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
• (c) 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;

Individual Bankruptcies

No director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

The fundamental goal of the Company is to create value for its shareholders and growth of the Company. Compensation plays an important role in achieving short and long-term business objectives and in serving this goal. The Company's compensation program is designed to:

• 1. Align the interests of executive officers with shareholder interests to maximize long-term shareholder value;
• 1. Link executive compensation to the performance of the Company and its strategic plan;
• 1. Compensate executive officers at a level that ensures the Company is able to attract, motivate and retain highly qualified individuals with exceptional skills; and
• 1. To evaluate executive performance on the basis of the Company's overall performance and achievements and building long-term shareholder value.

The Company considers that objective corporate goals, combined with individual performance goals, play an important role in creating and maintaining an effective compensation strategy for the Company's Named Executive Officers. The Company also may consider other factors in setting executive compensation including quantitative and qualitative measurement of corporate and individual performances, peer group review, general market performance data, executive training and development and overall management of the Company. The Company's objective is to facilitate an increase in shareholder value, retention of qualified executives, and growth of the Company through the achievement of corporate and individual performance goals under the leadership of the Named Executive Officers.

At its discretion, the Company's Board of Directors may compare the Named Executive Officers' salaries with the base salaries for similar officer positions for a peer group of companies and make adjustments as needed. Such a peer group is comprised of comparable companies in the same industry, similar region of operations and market capitalization. The Board of Directors considers the recommendations of the chief executive officer regarding executive compensation for other Named Executive Officers and may seek input and information from the Named Executive Officers. Given the stage of the Company's development, it does not have any formal objectives, criteria and analysis for determining executive compensation.

To date, no specific formulas have been developed to assign a specific weighting to the cash-based versus option-based compensation components. Instead, the Board of Directors considers the Company's performance, including the factors described above, and assigns compensation based on this assessment.

Option-Based Compensation

The Company has an employee incentive stock option plan designed to encourage ownership on the part of management and other employees. The Board of Directors believes that the plan aligns the interests of the executive officers with shareholders by linking a component of executive compensation to the longer-term performance of the Company's common shares.

The Board of Directors grants options based on recommendations received from the chief executive officer and, where

possible, assessment of individual contributions to shareholder value. The number of options awarded is generally commensurate with the level of base compensation for each level of responsibility of management of the Company. Previous grants of option-based awards are taken into account when considering new grants.

In addition to determining the number of options to be granted, the Board also sets (1) the exercise price for options granted, subject to the provision that the exercise price shall not be less than the minimum price permitted by the policies of the TSX Venture Exchange, (2) the date of expiry of the options and (3) the vesting period (if any) for each stock option.

Named Executive Officers

Set out below are particulars of compensation paid to the following persons (the "Named Executive Officers"):

• (a) the Company's chief executive officer ("CEO");
• (b) the Company's chief financial officer or person acting in a similar capacity ("CFO");
• (c) each of the Company's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation, for that financial year; and
• (d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the fiscal years ended June 30, 2018, June 30, 2019 and June 30, 2020, the Company had three Named Executive Officers, being Timothy Froude, CEO, John A. Ryan, former CFO, and Eric Myung, CFO (appointed September 13, 2018)

Summary of Compensation

The following table is a summary of compensation paid to the Named Executive Officers for the Company's financial years ended June 30, 2018, June 30, 2019, and June 30, 2020:

					Non-equity incentivePlan compensation($)
Name andPrincipalPosition ofNamedExecutiveOfficer	Year	Salary($)	OptionbasedAwards(1)($)	AnnualIncentivePlans	Longtermincentiveplans	All otherCompensation($)	TotalCompensation($)
Timothy Froude(2)	202020192018	140,000226,38373,350	Nil159,293Nil	NilNilNil	NilNilNil	NilNilNil	140,000385,67673,350
John A. Ryan,CFO (resignedSeptember 13,	202020192018	Nil21,00044,500	NilNilNil	NilNilNil	NilNilNi	NilNilNil	Nil21,00044,500

2018)					l
Eric Myung,CFO (appointedSeptember 13,2018)(3)	202020192018	60,23544,174Nil	Nil55,753Nil	NilNilNil	NilNilNil	NilNilNil	60,235120,927Nil

Note:

1. Option-based awards reflect the aggregate grant date fair value computed using the Black-Scholes model.

2. Mr. Froude is also a director of the Company but does not receive additional compensation for his duties in that capacity.

3. The Company paid professional fees and disbursements to Marrelli Support Services Inc. for Eric Myung to serve as the Chief Financial Officer of the Company and for general bookkeeping services and related matters.

Incentive Plan Awards

The following table sets out the outstanding share-based awards and option-based awards held by the Named Executive Officers as at June 30, 2020, June 30, 2019, and June 30, 2018 and includes awards granted in previous years:

	Number ofsecurities				Value of Unexercised In-the-MoneyOptions That Have
NamedExecutiveOfficer	underlyingunexercisedoptions	Optionexerciseprice($)	Option expiration date	Vested ($)(1)	Not vested ($)(1)
Tim FroudeCEO	500,0001,000,000750,000	0.080.160.22	March 13, 2022September 12, 2023November 27, 2025	34,827159,29329,494	NilNil88,481
John A. Ryanformer CFO(resignedSeptember13,2018)	Nil	Nil	N/A	N/A	N/A
Eric Myung(appointedSeptember13, 2018)	350,000150,000	0.160.22	September 12, 2023November 27, 2025	55,7535,899	Nil17,696

Option-Based Awards Outstanding As At Year End

1. Option-based awards reflect the aggregate grant date fair value computed using the Black-Scholes model.

Pension Plan Benefits

The Company does not provide retirement benefits for directors or executive officers.

Termination and Change of Control Benefits

On January 1, 2013 the Company entered into Employment Agreements with two of the Named Executive Officers, Timothy Froude and John Ryan, providing for certain payments at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in responsibilities.

Director Compensation

The Company does not compensate its directors in their capacities as such, although directors of the Company may be granted incentive stock options from time to time and may be reimbursed for their expenses incurred in connection with their services as directors and certain directors may be compensated for services as consultants or experts.

Share-based awards, option based awards and non-equity incentive plan compensation

The following table sets out the outstanding share-based awards and option-based awards held by the directors as at June 30, 2020, June 30, 2019, and June 30, 2018:

			Option-based awards		Share-based awards
Name	# ofsecuritiesunderlyingunexercisedoptions (#)	Optionexerciseprice ($)	Optionexpiration date	Value ofunexercisedin-themoneyoptions($)(1)	Number ofshares orunits ofshares thathave notvested(#)	Market or payoutvalue of sharebased awardsthat have notvested($)
Catherine Hume	500,000200,000	0.160.22	September 12, 2023November 27, 2025	79,64731,460	Nil	Nil
Colin Bowdidge	500,000200,000	0.160.22	September 12, 2023November 27, 2025	79,64731,460	Nil	Nil
Peter Dimmell	500,000200,000	0.160.22	September 12, 2023November 27, 2025	79,64731,460	Nil	Nil
James Adams	500,000200,000	0.120.22	February 5, 2024November 27, 2025	59,50731,460	Nil	Nil

1. Option-based awards reflect the aggregate grant date fair value computed using the Black-Scholes model.

Incentive plan awards – Value vested or earned during the year

Name	Option-based awards –Value vested during theyear ($)	Share-based awards –Value vested during theyear ($)	Non-equity incentiveplan compensation –Value earned during theyear ($)
Catherine Hume	Nil	Nil	Nil
Colin Bowdidge	Nil	Nil	Nil
Peter Dimmell	Nil	Nil	Nil
James Adams	Nil	Nil	Nil

Direct Remuneration

During the Company's fiscal years ended June 30, 2020, June 30, 2019, and June 30, 2018 the aggregate direct remuneration paid or payable to the Company's directors and senior officers by the Company and its subsidiaries was $32,307, $30,000 and $nil, respectively.

Indirect Remuneration

During the Company's financial years ended June 30, 2020, June 30, 2019 and June 30, 2018, the aggregate indirect remuneration paid or payable to the Company's directors and senior officers by the Company and its subsidiaries was $Nil.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth as at the end of the fiscal years ended June 30, 2020, June 30, 2019, and June 30, 2018 the number of securities authorized for issuance under the Company's Stock Option Plan which was approved (as amended) by the shareholders of the Company on July 11, 2018:

Plan Category	# of securities to beissued upon exercise ofoutstanding options	Weighted-averageexercise price ofoutstandingoptions	Number of securitiesremaining for futureissuance under equitycompensation plans(excluding securitiesreflected in column)
Equity compensation plansapproved by securityholders (stock option plan)	N/A	N/A	5,836,580
Equity compensation plansnot approved by securityholders	N/A	N/A	N/A
Total	N/A		5,836,580

CORPORATE GOVERNANCE

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices.

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

1. Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a director's independent judgment. 4 of the 5 members of the Board are independent: Colin Bowdidge, Catherine D. Hume, Peter M. Dimmell, and James Adams. The non-independent director is Tim Froude (President and Chief Executive Officer). s

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying processes and management informationsystems.

2. Directorships

Certain directors are also directors of other public companies as follows:

Colin Bowdidge	Spruce Ridge Resources Ltd.
Peter M. Dimmell	Pele Mountain Resources Inc.VVC Exploration Corporation

3. Orientation and Continuing Education

Orientation and education of new members of the Board is conducted informally by management and members of the Board. The orientation provides background information on the Company's history, performance and strategic plans.

4. Ethical Business Conduct

The Company does not have a Code of Business Ethics Conduct.

5. Nomination of Directors

The Board has not appointed a nomination committee or put in place formal procedures for the identification of new Board member candidates. These functions are currently performed by the Board as a whole.

6. Compensation & Corporate Governance and Nominating

The Board has appointed a Compensation Committee and a Corporate Governance and Nominating Committee.

7. Other Board Committees

The Board has no other committees other than the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee.

8. Assessments

The Board monitors on an ongoing basis the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the board of directors of the Company, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the last completed financial year.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company's last financial year in matters to be acted upon at the Meeting, other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary of the Company at any time during the Company's last financial year, the proposed nominees for election to the board of directors of the Company, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor any associate or affiliate of any such person, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction, which has materially affected or would materially affect the Company.

MANAGEMENT CONTRACTS

No management functions of the Company are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

APPOINTMENT OF AUDITOR

Management of the Company proposes to nominate S & W LLP Chartered Professional Accountants, for re-appointment as auditors of the Company to hold office until the next Annual General Meeting of the shareholders at remuneration to be fixed by the directors. S & W LLP Chartered Professional Accountants have been the Company's auditors since September 2009.

AUDIT COMMITTEE

The Audit Committee reviews the annual and quarterly financial statements of the Company, oversees the annual audit process, the Company's internal accounting controls, the resolution of issues identified by the Company's auditors and recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders at the next annual general meeting. In addition, the Audit Committee meets annually with the external auditors of the Company.

Composition of Audit Committee

The Company is required to have an Audit Committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or of an affiliate of the Company. The Company's current Audit Committee consists of Colin Bowdidge, Catherine Hume and Peter Dimmell, 2 of whom, being Colin Bowdidge and Peter Dimmell, are independent. Multilateral Instrument 52-110 Audit Committees, ("MI 52-110") provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company's board of directors, reasonably interfere with the exercise of the member's independent judgment.

Financial Literacy

MI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

All of the directors of the Company are financially literate as that term is defined.

Audit Committee Charter

The text of the Audit Committee's Charter is attached as Schedule "A" to this Information Circular. The Audit Committee Charter is also available upon request to the Company's Corporate Secretary.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the board of directors of the Company.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on:

• (a) the exemption in section 2.4 (De Minimis Non-audit Services) of MI 52-110; or
• (b) an exemption from MI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Board of Directors has adopted a pre-approval policy requiring that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor's independence.

Audit Fees

The following table sets forth the fees paid by the S & W LLP Chartered Professional Accountants for services rendered in the last two fiscal years:

	Fiscal 2020	Fiscal 2019
Audit Fees	$24,990	$22,950
Audit Related Fees	Nil	Nil

	Totals	$24,990	$22,950
--	--------	----------	----------

Exemption

The Company is a "venture issuer" as defined in MI 52-110 and is relying on the exemption in section 6.1 of MI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

STOCK OPTION PLAN

The Company's Stock Option Plan (the "Plan") provides that a total of 10% of the Company's issued shares that are issued and outstanding from time to time are reserved for issuance upon exercise of stock options granted under the Plan.

The full text of the Plan will be available for review at the Meeting.

The Plan is also subject to approval by the TSX Venture Exchange.

Accordingly, at the Meeting, shareholders will be asked to pass a resolution in the following form:

"BE IT RESOLVEDBY AN ORDINARY RESOLUTION THAT the Plan be re-approved."

ADOPTION OF SHAREHOLDER RIGHTS PLAN

On December 2, 2020 the Board adopted a Shareholder Rights Plan Agreement (the "Shareholder Rights Plan" or "Rights Plan") as summarized below. The Rights Plan currently includes the following definition that would, without the adoption of proposed Rights Plan herein, result in the termination of the Rights Plan following the Meeting of the Company (also referred to as the "Corporation" in this section):

"Expiration Time" means the earlier of: (i) the Termination Time, and (ii) the close of business on the date immediately following the date of the Corporation's annual meeting of shareholders to be held in 2021."

In order to extend the life of the Rights Plan Shareholders are being asked to approve the Rights Plan (the "Rights Plan") by deleting the current definition of Expiration Time and replacing it with the following:

"Expiration Time" means the earlier of: (i) the Termination Time, and (ii) the close of business on the date immediately following the date of the Corporation's annual meeting of shareholders to be held in 2024."

The Rights Plan will be contained in an agreement to be entered into between the Company and TSX Trust Company of Canada, subject to approval of the Rights Plan by the Shareholders (the "Rights Plan Agreement"). The Rights Plan Agreement will also be subject to the approval of the Exchange.

Rights Plan

The Rights Plan has the following objectives:

• a. to prevent creeping acquisitions of control;

• b. to give adequate time for the Board and Shareholders to properly assess a take-over bid without undue pressure;

• c. to provide the Board and Shareholders adequate time to consider the value of all assets of the Company and for the Company to undertake a value recognition program if necessary to demonstrate the value of one or more assets;

• d. to provide the Board time to consider value-enhancing alternatives to a take-over bid and to possibly allow competing bids to emerge; and

• e. to ensure that Shareholders of the Company are provided equal treatment under a take-over bid.

The Rights Plan is not intended to prevent take-over bids that treat Shareholders fairly and has not been adopted in response to any proposal to acquire control of the Company.

The summary of the Rights Plan below is qualified in its entirety by reference to the text of the Rights Plan, which is available upon request from the Secretary of the Company at 1400, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1, Telephone 604.689.1280 or Fax 604.689.1288. Capitalized terms used in the summary without express definition have the meanings ascribed thereto in the Rights Plan.

It is intended that all proxies received will be voted in favour of the approval of the Rights Plan, unless a proxy contains instructions to vote against the Rights Plan. The Rights Plan will become effective only if it is approved by greater than 50% of the votes cast by shareholders present in person or by proxy at the Meeting. The text of the resolution approving the Rights Plan (the "Rights Plan Resolution") is set forth below under the heading "Text of Ordinary Resolution to Approve the Rights Plan".

Recommendation of the Board of Directors

The Board has determined that the Rights Plan pursuant is in the best interests of the Company and the holders of its common shares. The Board unanimously recommends that Shareholders vote IN FAVOUR of the approval of the Rights Plan Resolution.

The Company has been advised that the directors and senior officers of the Company intend to vote all common shares held by them in favour of the approval of the Rights Plan Resolution.

The text of the ordinary resolution to approve the Rights Plan is as follows:

BE IT RESOLVED THAT:

1 The Rights Plan adopted by the Company's Board of Directors on December 2, 2020, on the terms set out in the Shareholder Rights Plan Agreement dated December 2, 2020, between the Company and TMX Trust Company of Canada, as Rights Agent approved; and

2 Any director or officer of the Company is authorized and directed, on behalf of the Company, to do all acts and to sign, whether under the corporate seal of the Company or otherwise, and deliver all documents that the Company considers necessary or desirable to give effect to this resolution."

If the Shareholders do not pass the Rights Plan Resolution at the Meeting, the Rights Plan will terminate.

Background and Objectives of the Rights Plan

The Rights Plan: (a) provides the Company's directors and Shareholders with more time to fully consider any unsolicited takeover bid for the Company without undue pressure; (b) allows the directors to explore and develop, if appropriate, other alternatives to maximize shareholder value; and (c) allows additional time for competing bids to emerge.

Take-over bid contests for corporate control provide a singular opportunity for shareholders to obtain a one-time gain. After acquisition of effective control, the opportunity for this one-time gain normally does not re-occur. As with most public companies, a person could probably secure control of the Company through the ownership of much less than 50% of the Company's shares. Without a shareholder rights plan, a bidder could acquire effective control of the Company over a relatively short period of time, through open market and private purchases and using various techniques permitted under Canadian securities legislation, all without making a bid available to all shareholders. This acquisition of control would probably be an effective deterrent to other potential offerors. The person acquiring control might also be able to consolidate and increase its control, over a period of time, without the price for control ever being tested through an open market auction. Shareholder rights plans are designed to prevent this occurrence by forcing all acquisitions of control into a public offer mode.

A public offer will not necessarily achieve all of the objectives of ensuring the maximum value to shareholders. Canadian securities legislation requires a take-over bid to remain open for only 35 days. The Board of Directors does not believe that 35 days would give it enough time to determine whether there are alternatives available to maximize shareholder value or whether there are other potential bidders prepared to pay more than the offeror for the Company's shares. The Rights Plan is intended to provide the Board with sufficient time to pursue alternatives and to provide shareholders with sufficient time to properly assess any takeover bid. The securities commissions have concluded in decisions relating to rights plans that a target company's directors will not be permitted to maintain a rights plan solely to prevent a successful take-over bid. The directors must actively seek alternatives to a take-over bid and there must be a real possibility that they will be able to increase shareholder choice and maximize shareholder value.

The Company is not proposing the Rights Plan in response to or in anticipation of any acquisition or take-over bid. The Rights Plan is not intended to prevent a take-over of the Company, to secure continuance of current management or the directors in office, or to deter fair offers for the Company's common shares. The Rights Plan does not inhibit or prevent any Shareholder from using the proxy mechanism set out in the British Columbia Business Corporations Act to promote a change in the management or direction of the Company. The Rights Plan may, however, increase the price paid by a potential offeror to obtain control of the Company and may discourage certain transactions.

The Rights Plan does not affect in any way the Company's financial condition. The initial issuance of the Rights will not dilute the Company's shares and will not affect reported earnings or cash flow per share until the Rights separate from the underlying common shares and become exercisable. The adoption of the Rights Plan will not lessen or affect the duty of the Company's directors to act honestly, in good faith, and in the Company's best interests. The Rights Plan is designed to provide the directors with the means to negotiate with an offeror and with sufficient time to seek out and identify alternative transactions on behalf of the Company's shareholders.

Terms of the Rights Plan

The following is a summary of the terms of the Rights Plan. This summary is qualified in its entirety by the Shareholder Rights Plan Agreement.

Summary of the Plan

A summary of the principal terms of the Rights Plan is set forth below.

• (a) Effective Date. The effective date of the Rights Plan is December 2, 2020 (the "Effective Date").
• (b) Shareholder Approval. For the Rights Plan to continue in effect following the Meeting, the Rights Plan Resolution must be approved by a majority of the votes cast at the Meeting by shareholders voting in person and by proxy.
• (c) Issue of Rights. On the Effective Date, one right (a "Right") is issued and attached to each Common share outstanding and will attach to each Common share subsequently issued.
• (d) Rights Exercise Privilege. The Rights will separate from the Common shares and will be exercisable eight business days (or such later business day as may be determined by the board of directors) (the "Separation Time") after a person has acquired, or commences or publicly announces or discloses its intention to commence a take-over bid to acquire, 20% or

more of the Common shares, other than by an acquisition pursuant to a take-over bid permitted by the Rights Plan (a "Permitted Bid"). The acquisition by any person (an "Acquiring Person") of 20% or more of the Common shares, other than by way of a Permitted Bid, is referred to as a "Flip-in Event". Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. From and after the Separation Time, each Right (other than those held by the Acquiring Person), will permit the purchase of CDN$100 worth of Common shares (at the market price on the date of the Flip-in Event) for CDN$50 (i.e., at a 50% discount). The issue of the Rights is not initially dilutive; however, upon a Flip-in Event occurring and the Rights separating from the Common shares, reported earnings per Common share on a fully diluted or non-diluted basis may be affected. Holders of Rights not exercising their Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.

• (e) Certificates and Transferability. Prior to the Separation Time, the Rights will be evidenced by a legend imprinted on certificates for Common shares issued from and after the Effective Date and will not be transferable separately from the Common shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates which will be transferable and traded separately from the Common shares.
• (f) Permitted Bid Requirements. The requirements for a Permitted Bid include the following:
  • (i) the take-over bid must be made by way of a take-over bid circular;
  • (ii) the take-over bid must be made to all holders of Common shares;
  • (iii) the take-over bid must be outstanding for a minimum period of 60 days and Common shares tendered pursuant to the take-over bid may not be taken up and paid for prior to the expiry of such 60-day period and only if at such time more than 50% of the Common shares held by shareholders other than the bidder, its affiliates and persons acting jointly or in concert with the bidder (collectively, the "Independent Shareholders") have been tendered to the take-over bid and not withdrawn;
  • (iv) the Common shares deposited pursuant to the take-over bid may be withdrawn until taken up and paid for; and
  • (v) if more than 50% of the Common shares held by Independent Shareholders are tendered to the take-over bid within such 60-day period, then the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Common shares for an additional 10 business days from the date of such public announcement.

The Rights Plan allows for a competing Permitted Bid (a "Competing Permitted Bid") to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all of the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid.

• (g) Waiver and Redemption. The board of directors may, prior to the Flip-in Event, waive the dilutive effects of the Shareholder Rights Plan in respect of a particular Flip-in Event resulting from a takeover bid made by way of a take-over bid circular to all holders of Common shares, or to waive one or more of the requirements of a Permitted Bid, or a Competing Permitted Bid, in which event such waiver would be deemed also to be a waiver in respect of any other Flip-in Event, and any such requirement, occurring under a take-over bid made by way of a take-over bid circular to all holders of Common shares. The board of directors may also waive the Shareholder Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered such Flip-in Event reduces its beneficial holdings to less than 20% of the outstanding voting shares of the Company within 14 days or such later date as may be specified by the board of directors. With the majority consent of shareholders or Rights holders at any time prior to the later of a Flip-in Event and the Separation time, the board of directors may at its option redeem all, but not less than all, of the outstanding Rights at a price of CDN$0.00001 each.

• (h) Exemptions for Investment Advisors. Investment advisors (for client accounts), trust companies (acting in their capacities as trustees and administrators), statutory bodies managing investment funds (for employee benefit plans, pension plans, insurance plans or various public bodies) and administrators or trustees of registered pension funds or plans acquiring greater than 20% of the Common shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, or proposing to make or participate in, or has not announced a current intention to make, a take-over bid.

• (i) Exemptions for Lock-up Agreements. A person is deemed not to be the beneficial owner of Common shares if the holder of such Common shares has agreed to deposit or tender its Common shares pursuant to a "Permitted Lock-up Agreement" to a take-over bid (the "Lock-up Bid") made by such person. In order for an agreement to constitute a Permitted Lockup Agreement, certain conditions must be met including, among other things, (i) any "break-up" fees payable by the tendering shareholder, cannot exceed in the aggregate the greater of the cash equivalent of 2.5% of the price or value of the consideration payable under the Lock-up Bid and 50% of the amount by which the price or value of the consideration payable under another take-over bid or transaction exceeds the price or value of the consideration that would have been received under the Lock-up Bid and (ii) the terms of such agreement are publicly disclosed and a copy of which is made available to the public (including to the Company) and the Permitted Lock-up Agreement permits the tendering shareholder to withdraw its Common shares in order to deposit or tender the Common shares to another take-over bid or support another transaction where the price or value offered under such other bid is at least 7% higher than the price or value offered under the Lockup Bid or the number of Common shares to be purchased under another take-over bid or transaction is at least 7% more than the number proposed to be purchased under the Lock-up Bid.

• (j) Supplements and Amendments. The Company is authorized to make amendments to the Shareholder Rights Plan to correct any clerical or typographical error or to maintain the validity of the Shareholder Rights Plan as a result of changes in law, regulation or rules. Prior to the Meeting, the Company is authorized to amend or supplement the Shareholder Rights Plan as the board of directors may in good faith deem necessary or desirable. No such amendments have been made to date. The Company will issue a press release relating to any significant amendment made to the Shareholder Rights Plan prior to the Meeting and will advise the shareholders of any such amendment at the Meeting. Other amendments or supplements to the Shareholder Rights Plan may be made with the prior approval of shareholders or Rights holders.

Canadian Federal Income Tax Consequences of the Shareholder Rights Plan

Under the Income Tax Act (Canada) (the "Tax Act"), the issue of the Rights under the Shareholder Rights Plan should not be a taxable benefit because the Rights are provided to all shareholders and the Rights are identical. The Company considers that the Rights, when issued, will have negligible monetary value, there being only a remote possibility that the Rights will ever be exercised.

The Rights should be considered to be issued at no cost and, as a result, the holder of Rights may have income tax or be subject to withholding tax under the Tax Act if the holder of the Rights disposes of the Rights or disposes of the Common shares granted upon exercise of the Rights.

This statement is of a general nature only and is not intended to constitute nor should it be construed as legal or tax advice to any particular holder of Common shares. Such holders are advised to consult their own tax advisors regarding the consequences of acquiring, holding, exercising or otherwise disposing of their Rights, taking into account their own particular circumstances and applicable federal, provincial, territorial, state or foreign legislation.

The Board has determined that the Shareholder Rights Plan is in the best interests of the Company and the Shareholders. The board of directors unanimously recommends that the Shareholders vote in favour of the Rights Resolution in the form set out in this section.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

DATED at Vancouver, British Columbia this 11th day of January, 2021

ON BEHALF OF THE BOARD OF DIRECTORS

"Timothy Froude"

Timothy Froude CEO

SCHEDULE "A"

AUDIT COMMITTEE CHARTER FOR SOKOMAN MINERALS CORP.

PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of the Company is to provide an open avenue of communication between management, the Company's independent auditor and the Board and to assist the Board in its oversight of:

• the integrity, adequacy and timeliness of the Company's financial reporting and disclosure practices;
• the Company's compliance with legal and regulatory requirements related to financial reporting; and
• the independence and performance of the Company's independent auditor.

The Committee shall also perform any other activities consistent with this Charter, the Company's articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee's role is one of oversight. Management is responsible for preparing the Company's financial statements and other financial information and for the fair presentation of the information set forth in the financial statementsin accordance with international financial reporting standards ("IFRS"). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor's responsibility is to audit the Company's financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with IFRS.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company's financial statements, preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

AUTHORITY AND RESPONSIBILITIES

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

• 1. Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
• 1. Review the appointments of the Company's Chief Financial Officer and any other key financial executives involved in the financial reporting process.
• 1. Review with management and the independent auditor the adequacy and effectiveness of the Company's accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
• 1. Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
• 1. Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
• 1. Review the Company's financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
• 1. Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor's judgment about the quality and appropriateness of the Company's accounting policies. This review may include discussions with the independent auditor without the presence of management.
• 1. Review with management and the independent auditor significant related party transactions and potential conflicts of interest.
• 1. Pre-approve all non-audit services to be provided to the Company by the independent auditor.
• 1. Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.
• 1. Establish and review the Company's procedures for the:
  • receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
  • confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
• 1. Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
• 1. Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of the Company.