PPX Mining — Proxy Solicitation & Information Statement 2022

Nov 24, 2022

PPX MINING CORP. 82 Richmond Street East Toronto, ON M5C 1P1

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders of PPX Mining Corp. (the “ Corporation ”) will be held at 10:00 a.m. (Toronto Time) on Friday, December 16, 2022 at 82 Richmond Street East, Toronto, Ontario for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended September 30, 2021 and accompanying report of the auditor;

2. to determine the number of directors at five;

3. to elect five persons as directors of the Corporation for the ensuing year;

4. to re-appoint Crowe MacKay LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year at a remuneration to be fixed by the directors;

5. to consider and, if thought fit, to pass an ordinary resolution to approve the Corporation’s new stock option plan, as more particularly described in the accompanying information circular of the Corporation (the “ Information Circular ”);

6. to consider and, if thought fit, to pass an ordinary resolution of disinterested shareholders authorizing the creation of new control persons of the Corporation resulting from a shares for debt transaction, as more particularly described in the accompanying Information Circular; and

7. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice of Meeting.

Only shareholders of record at the close of business on October 21, 2022 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder of the Corporation and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, by facsimile to 416.368.2502 (Toll free facsimile: 1.866.781.3111) or by following the procedure for telephone, internet or email voting provided in the accompanying form of proxy, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently. If a registered shareholder receives more than one form of proxy because such shareholder owns shares registered in different names or addresses, each form of proxy should be completed and returned.

If you are a non-registered shareholder of the Corporation and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia as of the 14th day of November, 2022.

PPX MINING CORP.

“Brian Imrie”

BRIAN IMRIE Executive Chairman

PPX MINING CORP.

INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, DECEMBER 16, 2022

This information is given as of October 21, 2022 unless otherwise noted.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of PPX Mining Corp. (the “ Corporation ”) for use at the Annual and Special Meeting (the “ Meeting ”) of the shareholders of the Corporation, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment(s) or postponement(s) thereof.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by Management. Solicitations will be made by mail and possibly supplemented by telephone, electronic or other personal contact to be made without special compensation by directors, officers and employees of the Corporation. The Corporation may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the instrument of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation. None of the directors of the Corporation have advised that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

APPOINTMENT OF PROXYHOLDER

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the proxyholder for the registered shareholder (“ Registered Shareholder ”). The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or directors of the Corporation (the “ Management Proxyholders ”).

A Registered Shareholder has the right to appoint a person other than a Management Proxyholder to represent the Registered Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Registered Shareholder.

VOTING BY PROXY

Common shares of the Corporation (the “ Shares ”) represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the Registered Shareholder on any ballot that may be called for, and if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a Registered Shareholder as proxyholder, such person will vote in favour of each matter identified in the Notice of Meeting and for the nominees of management for directors and auditor.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Corporation’s registrar and transfer agent, TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, by facsimile to 416.368.2502 (Toll free facsimile: 1.866.781.3111) or by following the procedure for telephone, internet or email voting provided in the accompanying form

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of proxy, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation 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 selfadministered RRSPs, RRIFs, 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.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Non-Registered Holder and asks the Non-Registered Holder to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Non-Registered Holder who receives a voting instruction form cannot use that form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of the Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. All references to shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

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

Meeting Materials sent to NOBOs 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 Shareholder. VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. 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/her/its 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/her/its nominee the right to attend and vote at the Meeting. 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.

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. Management of the Corporation will pay for Intermediaries to forward the Meeting Materials and VIF to OBOs.

REVOCABILITY OF PROXY

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the Registered Shareholder or by his attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Corporation at Suite 910, 800 West Pender Street, Vancouver, British Columbia V6C 2V6 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) or postponement(s) thereof, or with the chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting or, if adjourned or postponed, any reconvening thereof. A revocation of proxy does not affect any matter on which a vote has been taken prior to the revocation.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Corporation, no proposed nominee for election as a director of the Corporation, none of the persons who have been directors or executive officers of the Corporation since the commencement of the Corporation’s last completed financial year and no associate or affiliate of any of the foregoing 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, save and except for the election of directors, the appointment of auditors and the approval of a new stock option plan (the “ 2022 Option Plan ”). See “ Matters to be Approved at the Meeting ”.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On October 21, 2022, an aggregate of 512,452,541 Shares without par value were issued and outstanding, each Share carrying the right to one vote. At a general meeting of the Corporation, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each Share of which he/she/it is the holder.

Only shareholders of record on the close of business on October 21, 2022 who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the headings “Appointment of Proxyholder”, “Completion and Return of Proxy” and “Revocability of Proxy” will be entitled to have his, her or its Shares voted at the Meeting or any adjournment(s) or postponement(s) thereof.

To the knowledge of the directors and executive officers of the Corporation, the following person beneficially owns, or exercises control or direction over, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Corporation:

l outstanding Shares of the Corporation:
Name	Number of Shares Held	Percentage of Shares Held
Donald Smith Value Fund, L.P.	89,132,000(1)	17.39%
Kari Takahashi Nabeta	109,416,335(2)	21.35%

(1) The above information was obtained from the System for Electronic Disclosure by Insiders on October 21, 2022.

(2) 72,556,000 of these Shares are held jointly by Kari Takahashi Nabeta and Humberto Takahashi. Information as to the number of Shares was obtained from the Shareholders.

STATEMENT OF EXECUTIVE COMPENSATION

In this section, “ Named Executive Officer ” or “ NEO ” means (a) the chief executive officer (“ CEO ”), (b) the chief financial officer (“ CFO ”), (c) the most highly compensated executive officer of the Corporation, and its subsidiaries, other than the CEO and CFO, as at September 30, 2021 whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and (d) each individual who would be a Named Executive Officer under (c) but for the fact that the individual was not an executive officer of the Corporation and was not acting in a similar capacity, at the end of that financial year.

For the financial year ending September 30, 2021, the Corporation had the following Named Executive Officers: Brian Maher – President and CEO, and Natasha Tsai – CFO and Corporate Secretary. Brian Maher ceased to be a director, the President and the CEO of the Corporation on August 31, 2022, Natasha Tsai ceased to be the CFO and the Corporate Secretary of the Corporation on July 14, 2022.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation or a subsidiary of the Corporation to each NEO and director of the Corporation for the completed financial years ended September 30, 2021 and 2020. Options and compensation securities are disclosed under the heading “Stock Options and Other Compensation Securities” below.

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Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Prerequisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Brian Maher(1)(2) Former President, CEO and Director	2021 2020	349,255 371,326	Nil Nil	Nil Nil	Nil Nil	Nil Nil	349,255 371,326
Natasha Tsai(3) Former CFO and Corporate Secretary	2021 2020	88,068 91,650	Nil Nil	Nil Nil	Nil Nil	Nil Nil	88,068 91,650
Brian Imrie(4) Executive Chairman	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
John Menzies Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Florian Siegfried Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
John Thomas(5) Interim CEO and Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

• (1) Mr. Maher was paid in US dollars (see “Employment, Consulting and Management Agreements” below). Mr. Maher’s salary disclosure for each year has been translated to Canadian dollars using the average approximate exchange rate for each applicable year ended September 30 being 2021 US$1.00 = CDN$1.26 and 2020 US$1.00 = CDN$1.35. Mr. Maher resigned as President, CEO and director of the Corporation effective August 31, 2022.

• (2) Mr. Maher’s salary compensation, in its entirety, was paid by the Corporation to a limited liability company owned by Mr. Maher. All of Mr. Maher’s salary was earned in connection with his role as President and CEO of the Corporation and no salary was earned in his capacity as a director of the Corporation.

• (3) The accounting fees are paid to Malaspina Consultants Inc., in which Ms. Tsai is a shareholder (see “Employment, Consulting and Management Agreements” below). Ms. Tsai resigned as CFO and Corporate Secretary of the Corporation effective July 14, 2022.

• (4) Mr. Imrie resigned as non-executive Chairman and was appointed Executive Chairman effective September 22, 2022.

• (5) Dr. Thomas was appointed Interim CEO effective August 31, 2022.

The Corporation has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Corporation or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the financial year or subsequently, up to and including the date hereof, except for stock option grants under the Amended and Restated Option Plan (as defined below). Options are granted to directors at the board of directors of the Corporation’s (the “ Board ”) discretion in a similar manner as options granted to NEOs, as described below under “ Oversight and Description of Director and NEO Compensation ”.

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Stock Options and Other Compensation Securities

No compensation securities were granted or issued by the Corporation or any of its subsidiaries to any NEO or director of the Corporation during the financial year ended September 30, 2021.

The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.

The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.	The following table discloses the total amount of compensation securities held by each NEO and director of the Corporation on September 30, 2021.
			Compensation Securities
Name and Position	Type of Compensation Security(1)	Number of Compensation Securities, Number of Underlying Securities (#)	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Securities or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiration Date
Brian Maher(2) Former President, CEO and Director	Option	3,950,000	11-01-2016	0.10	0.09	0.09	11-01-2021
Natasha Tsai(3) Former CFO and Corporate Secretary	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Brian Imrie Executive Chairman	Option	1,350,000	11-01-2016	0.10	0.09	0.09	11-01-2021
John Menzies Director	Option	600,000	08-30-2017	0.07	0.065	0.09	08-30-2022
Florian Siegfried Director	Option	600,000	08-30-2017	0.07	0.065	0.09	08-30-2022
John Thomas Interim CEO and Director	Option	600,000	08-30-2017	0.07	0.065	0.09	08-30-2022

(1) Each stock option is exercisable for one Share in the capital of the Corporation. All stock options are fully vested.

(2) Mr. Maher resigned as President, CEO and director of the Corporation effective August 31, 2022.

(3) Ms. Tsai resigned as CFO and Corporate Secretary of the Corporation effective July 14, 2022.

(4) Mr. Imrie resigned as non-executive Chairman and was appointed Executive Chairman effective September 22, 2022.

(5) Dr. Thomas was appointed Interim CEO effective August 31, 2022.

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The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:

The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:	The following table provides a summary of each exercise of compensation securities by each NEO and director of the Corporation, current and former, for the financial year ended September 30, 2021:
		Exercise of Compensation Securities
Name and Position	Type of Compensatio n Security	Number of Underlying Securities Exercised	Exercise Price Per Security ($)	Date of Exercise	Closing Price Per Security on Date of Exercise ($)	Difference between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Exercise Date ($)
Brian Maher(1) Former President, CEO and Director	Options	Nil	N/A	N/A	N/A	N/A	N/A
Natasha Tsai(2) Former CFO and Corporate Secretary	Options	Nil	N/A	N/A	N/A	N/A	N/A
Brian Imrie(3) Executive Chairman	Options	Nil	N/A	N/A	N/A	N/A	N/A
John Menzies Director	Options	Nil	N/A	N/A	N/A	N/A	N/A
Florian Siegfried Director	Options	Nil	N/A	N/A	N/A	N/A	N/A
John Thomas(4) Interim CEO and Director	Options	Nil	N/A	N/A	N/A	N/A	N/A

(1) Mr. Maher resigned as President, CEO and director of the Corporation effective August 31, 2022.

(2) Ms. Tsai resigned as CFO and Corporate Secretary of the Corporation effective July 14, 2022.

(3) Mr. Imrie resigned as non-executive Chairman and was appointed Executive Chairman effective September 22, 2022.

(4) Dr. Thomas was appointed Interim CEO effective August 31, 2022.

Stock Option Plan and Other Inventive Plans

The Corporation’s stock option plan was first approved by the shareholders of the Corporation at the annual general meeting held on December 9, 2014. The stock option plan was subsequently amended and restated (the “ Amended and Restated Option Plan ”) to impose an obligation on the optionee and the Corporation to confirm that the optionee is an Eligible Person (as defined in the Amended and Restated Stock Option Plan) and to clarify that the Exchange Hold Period (as defined in the policies of the TSX Venture Exchange (the “ TSXV ” or the “ Exchange ”)) applies to all options granted to an insider of the Corporation and any options granted at a price lower than the prevailing Market Price (as defined in the Amended and Restated Stock Option Plan) on the date of issuance. The Amended and Restated Option Plan was subsequently approved by the Board on August 24, 2018.

The purpose of the Amended and Restated Option Plan is to allow the Corporation to grant options to directors, officers, employees and consultants, as additional compensation and as an opportunity to participate in the success of the Corporation. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to ten years, as determined by the Board, and are required to have an exercise price no less than the closing market price of the Shares prevailing on the day that the option is granted (or, if the grant is not announced, the closing market price prevailing on the day that the option is granted) less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the Exchange. Pursuant to the Amended and Restated Option Plan, the Board may from time to time authorize the issue of options to directors, officers, employees and consultants of the Corporation and its subsidiaries or employees of companies providing management or consulting services to the Corporation or its subsidiaries. The

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Amended and Restated Option Plan contains no vesting requirements (other than for Optionees engaged in investor relations activities, in which case options vest in stages over a period of 12 months), but permits the Board to specify a vesting schedule in its discretion. The Amended and Restated Option Plan provides that if a change of control, as defined therein, occurs, all Shares subject to outstanding options shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

The maximum number of Shares which may be issued pursuant to options previously granted and those granted under the Amended and Restated Option Plan will be 10% of the issued and outstanding Shares at the time of the grant. In addition, the number of Shares which may be reserved for issuance to any one individual may not exceed (without disinterested shareholder approval) 5% of the issued Shares on a yearly basis or 2% if the optionee is a consultant. The number of Shares which may be reserved for issuance to all persons engaged in investor relations activities may not exceed 2% of the issued Shares on a yearly basis. The number of Shares which may be reserved for issuance to insiders of the Corporation as a group may not exceed (without disinterested shareholder approval) 10% of the issued Shares on a yearly basis.

The Amended and Restated Option Plan provides that on the death or disability of an option holder, all vested options will expire at the earlier of 365 days after the date of death or disability and the expiry date of such options. Where an optionee is terminated for cause, any outstanding options (whether vested or unvested) are cancelled as of the date of termination. If an optionee retires or voluntarily resigns or is otherwise terminated by the Corporation other than for cause, then all vested options held by such optionee will expire at the earlier of (i) the expiry date of such options and (ii) the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee ceases its office, employment or engagement with the Corporation, provided that the Board may extend this 90-day termination date to a later date within a reasonable period in accordance with applicable policies of the Exchange.

The Amended and Restated Option Plan was most recently approved by the Corporation’s shareholders at its annual general meeting held on June 29, 2021. The Corporation intends to replace the Amended and Restated Option Plan as a result of changes made to the polices of the TSXV regarding security based compensation plans and will put forth a resolution to the shareholders for approval of the 2022 Option Plan at the Meeting. See “Matters to be Approved at the Meeting – Approval of the 2022 Option Plan” .

Employment, Consulting and Management Agreements

Maher Agreement

Effective March 1, 2013, the Corporation entered into agreement with Brian Maher to act as President and CEO of the Corporation (the “ Maher Agreement ”) pursuant to which Mr. Maher was granted an annual base salary of US$265,000. Subsequent to the financial year end, Brian Maher ceased to be a director, the President and the CEO of the Corporation on August 31, 2022.

The Maher Agreement provided that, in the event of termination of Mr. Maher by the Corporation (without cause) within 12 months following a change of control, or in the event of resignation by Mr. Maher for good reason, Mr. Maher was entitled to a severance payment equal to two times his annual salary and two times his average annual bonus during the preceding three years.

Pursuant to the Maher Agreement, a “change of control” was deemed to have occurred upon:

• (a) the acquisition by any person or group of persons acting jointly or in concert, of common shares of the Corporation which, when added to all other common shares of the Corporation at the time held by such person or persons acting jointly or in concert, constitutes for the first time in the aggregate 20% or more of the common shares and within six months of such acquisition there are elected to the Corporation’s board a majority of board members who were not board members prior to the acquisition; or

• (b) the removal, by special meeting of the shareholders of the Corporation, of more than 51% of the then incumbent board of the Corporation, or the election of a majority of board members to the Corporation’s board who were not nominees of the Corporation’s incumbent board at the time immediately preceding such election; or

• (c) consummation of a sale of all or substantially all of the assets of the Corporation; or

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

“ Good reason ” means the occurrence of one of the following events within 12 months following a change of control, without the express written consent of Mr. Maher: (a) the assignment by the Corporation of any substantially different duties inconsistent with Mr. Maher’s services, duties and status with the Corporation immediately prior to such change in assigned duties; or (b) any other events or circumstances which would constitute a constructive dismissal of an employee at common law.

The Maher Agreement further entitled Mr. Maher to a payment equal his annual salary upon his termination by the Corporation without cause, at any time, other than within 12 months of a change of control.

Malaspina Consultants Inc. Agreement

Effective January 1, 2020, the Corporation entered into agreement (the “ 2020 Malaspina Agreement ”) with Malaspina Consultants Inc. (“ Malaspina ”), pursuant to which Malaspina agreed to provide certain accounting and administrative consulting services to the Corporation and Natasha Tsai, the Managing Director of Malaspina, agreed to serve as CFO of the Corporation. In exchange for Ms. Tsai’s services, the Corporation agreed to pay to Malaspina $3,000 for each month served by Ms. Tsai as CFO of the Corporation. The fees for Malaspina’s accounting and administrative consulting services were invoiced monthly based on hourly rates ranging from $47 to $220. The 2020 Malaspina Agreement was replaced and superseded effective January 1, 2021 with a new agreement (the “ 2021 Malaspina Agreement ”) between the Corporation and Malaspina. The material terms of the 2021 Malaspina Agreement were similar to those contained in the 2020 Malaspina Agreement. Subsequent to the financial year end, Ms. Tsai ceased to be the CFO and the Corporate Secretary of the Corporation effective July 14, 2022.

Oversight and Description of Director and NEO Compensation

The objective of the Corporation’s compensation program is to attract and retain highly qualified and committed senior management by providing appropriate compensation and incentives aligning the interests of senior management with those of the Corporation’s shareholders.

The Compensation Committee is responsible for determining, monitoring and reviewing compensation of the Corporation’s directors and Named Executive Officers and administering the Corporation’s equity compensation plan.

Executive compensation is reviewed and determined annually. First, the CEO (or the interim CEO) makes recommendations to the Compensation Committee based upon the level of responsibility and contribution of each individual towards the Corporation’s goals and objectives. The Compensation Committee then makes recommendations to the Board regarding total compensation to the Named Executive Officers and directors of the Corporation, including base salaries, bonuses and long-term equity incentive grants.

In making its recommendations, the Compensation Committee uses all the data available to ensure that the Corporation is maintaining a level of compensation that is both commensurate with the size of the Corporation and sufficient to retain personnel it considers essential to the success of the Corporation. In reviewing comparative data, the Compensation Committee does not engage in benchmarking for the purpose of establishing compensation levels. In the Compensation Committee’s view, external and third-party survey data provides an insight into external competitiveness, but it is not an appropriate single basis for establishing compensation levels. This is primarily due to the differences in the size of comparable companies and the lack of sufficient appropriate matches to provide statistical relevance. As such, the Compensation Committee primarily relies on an assessment of individual performance, experience and potential to contribute to operations and growth of the Corporation.

For the year ended September 30, 2021, compensation for the Named Executive Officers consisted of three primary elements: base salary/consulting fees, bonus and long-term equity incentives. The following provides an overview of the elements of compensation:

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Compensation Element	Type of Compensation	Name of Plan	Performance Period	Form of Payment
Base Salary / Consulting Fees	Annual - Fixed Pay	Salary Program	1 year	Cash
Bonus	Annual - Variable Pay	Employee Bonus Plan	1 year	Cash or Shares
Long-Term Equity Incentives	Long Term - Variable Pay	Stock Option Plan	up to 5 years	Shares or Options

Salary/Consulting Fees . Base salary/consulting fees represent the fixed element of the Named Executive Officer’s cash compensation. The base salary/consulting fees reflect economic considerations for each individual’s level of responsibility, expertise, skills, knowledge and performance.

Annual Cash Bonus Awards . Annual bonus awards are intended to compensate officers and other employees for achieving superior financial and operational goals of the Corporation. The annual bonus may be paid in cash or Shares. The actual amount of bonus is determined following an annual review of each participant’s individual performance. Bonus awards are intended to be competitive with the market while rewarding senior executives and other participants for meeting quantitative and qualitative goals, including delivering near-term financial and operating results, developing long-term growth prospects, improving the efficiency and effectiveness of business operations and building a culture of teamwork focused on creating long-term shareholder value. In addition to the Corporation’s performance during the year with respect to the quantitative goals, performance as against market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances are also considered. In effect the total mix of available information on a qualitative, rather than quantitative basis, is considered in making bonus awards. No annual cash bonus awards were paid by the Corporation to any NEOs during the financial year ended September 30, 2021.

Long-Term Incentive Programs . The allocation of stock options and the terms thereof are an integral component of the compensation package of the senior officers and directors of the Corporation. The Board believes that the grant of options to the executive officers and share ownership by such officers serves to motivate achievement of the Corporation’s longterm strategic objectives and the result will benefit all shareholders of the Corporation. The Board considers the overall number of stock options that are outstanding relative to the number of outstanding common shares of the Corporation in determining whether to make any new grants of stock options and the size of such grants. No stock options were granted by the Corporation to any directors or NEOs during the financial year ended September 30, 2021.

Pension Plan Benefits

The Corporation does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance under the Amended and Restated Option Plan as at the end of the Corporation’s most recently completed financial year ended September 30, 2021:

021:
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
Amended and Restated Option Plan	17,086,000	$0.10	33,800,954

(1) Based on 10% of the total number of Shares outstanding as at September 30, 2021 which may be granted as stock options under the terms of the Amended and Restated Option Plan.

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A summary of the material terms of the Amended and Restated Option Plan is set out under “ Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans ”. The Corporation intends to replace the Amended and Restated Option Plan as a result of changes made to the polices of the TSXV regarding security based compensation plans and will put forth a resolution to the shareholders for approval of the 2022 Option Plan at the Meeting. See “ Matters to be Approved at the Meeting – Approval of the 2022 Option Plan ”.

INTEREST OF INFORMED PERSONS AND COMPANIES IN MATERIAL TRANSACTIONS

Except as set out below, to the knowledge of management of the Corporation, no informed person of the Corporation or nominee for election as a director of the Corporation, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s financial year ended September 30, 2021 or in any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since October 1, 2021, the beginning of the Corporation’s last completed financial year, no current or former director, executive officer or employee of the Corporation, or of any of its subsidiaries, has been indebted to the Corporation or to any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Other than as described herein, management functions of the Corporation or any subsidiary of the Corporation are not, to any substantial degree, performed by a person other than the directors or executive officers of the Corporation or its subsidiaries.

AUDIT COMMITTEE

The Audit Committee’s Charter

The Corporation’s Audit Committee Charter is attached hereto as Schedule “A”.

Composition of the Audit Committee

The following are the members of the Audit Committee:

Brian Imrie	Non-Independent (1)	Financiallyliterate (1)
John Menzies	Independent (1)	Financially literate (1)
Florian Siegfried	Independent (1)	Financiallyliterate (1)

(1) As defined by National Instrument 52-110 - Audit Committees (“ NI 52-110 ”). Mr. Imrie is the Executive Chairman of the Corporation and is, therefore, considered non-independent of the Corporation.

Relevant Education and Experience

Brian Imrie has extensive experience in corporate finance and merger and acquisition transactions, gained while working at Morgan Stanley, Credit Suisse and National Bank Financial. He has also served as Global Head of Mining M&A for KPMG Corporate Finance and was responsible for creating an integrated global mining advisory team based in several countries. Such transactional experience involved considerable evaluation of complex financial statements and active supervision of colleagues engaged in such evaluation. Mr. Imrie received his MBA from Harvard University in 1987 and his BA from the University of Toronto in 1983.

John Menzies is the Managing Member and Founding Partner of RIVI Capital LLC. John has over 19 years of experience with investment management companies at various stages of growth where he created, developed, and managed

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alternative strategies with a consistent record of outsized returns. With an emphasis on macroeconomic analysis, John has extensive experience trading gold derivatives and investing in precious metals companies. John was previously a Portfolio Manager with Wedbush Equity Management where he managed a hedged-equity strategy for the bank’s proprietary funds and oversaw the development of new products. He was the Founding Partner of Toroso Capital, Portfolio Manager for Hilspen Capital, and Trader for Fisher Investments. John holds a Bachelor’s degree from Vanderbilt University.

Florian Siegfried heads the precious metals and mining investments at AgaNola Ltd., an asset management boutique based in Switzerland. Previously, Florian Siegfried was the CEO of Precious Capital AG, a Zurich-based fund specializing in Global mining investments. Prior to this, Mr. Siegfried was CEO of shaPE Capital Ltd., a SIX Swiss Exchange-listed private equity company that was founded by Bank Julius Baer & Co. Ltd. and where he was instrumental in raising more than CHF 50 million in equity capital. Florian is currently a director of GoldQuest Mining Corp (GQC: TSX.V). Mr. Siegfried holds a Masters degree in finance and economics from the University of Zurich.

Audit Committee Oversight

At no time since the commencement of the Corporation’s financial year ended September 30, 2021 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s financial year ended September 30, 2020 has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , the exemptions in Subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer) , Subsection 6.1.1(5) (Events Outside Control of Member) , Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions) .

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee’s Charter in Schedule “A” under the heading “External Auditors”.

External Auditors Service Fees (By Category)

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

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2021	$72,900	$nil	$nil	$nil
2020	$60,000	$nil	$nil	$nil

(1) Includes services for the annual audit of the Corporation’s financial statements.

(2) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.

(3) Fees charged for tax compliance services.

(4) Fees for services other than disclosed in any other column.

Exemption in Section 6.1 of NI 52-110

The Corporation is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Part 5 ( Reporting Obligations ). The Corporation is not currently relying on the exemption in Section 6.1 from the requirement of Part 3 ( Composition of the Audit Committee ).

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 - Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines adopted in National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”). These guidelines are not prescriptive. Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interests of its shareholders and contribute to effective and efficient decision making. The Board is of the view that the Corporation’s general approach to corporate governance, summarized below, is appropriate and substantially consistent with the objectives reflected in NP 58-201.

Board of Directors

The Board is currently composed of five directors. NP 58-201 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors (as defined in NI 52-110). Of the proposed nominees, each of John Menzies, Florian Siegfried and Fernando Pickmann Dianderas are independent. Brian Imrie as Executive Chairman of the Corporation and John Thomas as Interim CEO of the Corporation are not independent.

The Board exercises its responsibility for independent oversight of management by having a majority of independent directors. The non-management directors hold in camera sessions (i.e. without management present) as necessary.

Nomination of Directors

The Governance and Nomination Committee provides the Board with recommendations relating to board size and composition, the candidate selection process and the orientation of new members. The recruitment of new candidates for Board nomination has involved both formal and informal discussions among committee members and the CEO (or the interim CEO).

Assessments

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

Compensation of Directors and the CEO

The Compensation Committee reviews and makes recommendations to the Board with respect to the annual salary, bonus and other benefits, direct and indirect, of the CEO (or the interim CEO) and other executive officers and key employees. The Compensation Committee also periodically reviews the adequacy and form of compensation of directors to ensure that the level of compensation realistically reflects the responsibilities and risks involved in being an effective director. Further information regarding the compensation to directors and the CEO (or the interim CEO) appears under “Statement of Executive Compensation” in this Information Circular.

Other Board Committees

In addition to the Audit Committee, the Corporation has a Safety, Health and Environment Committee, a Compensation Committee, a Technical Committee and a Governance and Nomination Committee.

The Safety, Health and Environment Committee is responsible for overseeing the development and implementation of policies and procedures for ensuring a safe, healthy work environment and sustainable development.

The Compensation Committee is described above under “ Compensation of Directors and the CEO ”.

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The Technical Committee is responsible for overseeing all technical aspects of the Corporation’s activities, including geological, mining and mineral processing.

The purpose of the Governance and Nomination Committee, in addition to its nomination function referenced above under “Nomination of Directors”, is to provide the Board with recommendations relating to corporate governance in general, including: (a) all matters relating to the stewardship role of the Board in respect of the management of the Corporation, (b) Board size and composition, including the candidate selection process and the orientation of new members, (c) Board compensation, and (d) such procedures as may be necessary to allow the Board to function independently of management.

Other Directorships

The directors of the Corporation are also currently directors of the following other reporting issuers:

	Name of Director		Name of Other Reporting Issuer
	Brian Imrie		Edgewater Wireless Systems Inc.
	John Menzies		None
	John Thomas	ZincX Resources Corp. and Cassius Ventures Ltd.
	Florian Siegfried	GoldQuest Mining Corp.
Fernando Pickmann Dianderas		Regulus Resources Inc., C3 Metals Inc. and Aldebaran Resources Inc.

Orientation and Continuing Education

While the Corporation does not have formal orientation and training programs, new Board members are made aware of the nature and operation of the business of the Corporation through interviews with other Board members and management during which they are briefed on the Corporation and its current business issues. Information on courses pertaining to corporate governance is circulated to Board members, who are encouraged to attend. The Governance and Nomination Committee has responsibility to review and report to the Board from time to time with respect to the orientation process for new directors and continuing education.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Corporation’s operations. Board members have full access to the Corporation’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Corporation and to meet responsibilities to shareholders. The Board promotes ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest. In the event of a conflict of interest at a meeting of the Board, the conflicted director will disclose the nature and extent of his interest and abstain from voting on or against the approval of such participation.

MATTERS TO BE APPROVED AT THE MEETING

A. Election of Directors

The Board currently consists of five directors and it is intended to determine the number of directors at five and to elect five directors for the ensuing year. The Board proposes to nominate the persons named in the table below for election as directors of the Corporation. Each director elected will hold office until the next annual general meeting of the Corporation or until his successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Corporation or the Business Corporations Act (British Columbia) or he becomes disqualified to act as a director.

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Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the persons to be nominated for election as directors, the place in which each is ordinarily resident, the positions and offices which they presently hold with the Corporation, the period of time during which each has been a director of the Corporation, their respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

Name, Province or State and Country of Residence of Proposed Directors and Present Offices Held	Date Elected or Appointed a Director	Principal Occupation	Number of Shares(1)
Brian Imrie(3)(4)(6)(8) Ontario, Canada Executive Chairman and Director	June 11, 2013	Retired Investment banker. Director of Edgewater Wireless Inc.	5,628,000
John Thomas(2)(5)(6)(9) British Columbia, Canada Interim CEO and Director	July 14, 2017	Metallurgical consultant	Nil
John Menzies(4)(7) California, USA Director	January 9, 2017	Partner of RIVI Capital LLC	Nil
Florian Siegfried(3)(4)(6) Canton of Zurich, Switzerland Director	July 14, 2017	Head of the Precious Metals Portfolio Management Group at AgaNola Ltd. Previously, CEO of Precious Capital Ltd and CEO of ShaPE Capital Ltd.	Nil
Fernando Pickmann Dianderas(3) Lima, Peru Director	September 29, 2022	Partner at Dentons Gallo Barrios Pickmann, a law firm, from June 2010 to present; and President, Chief Operating Officer and Director of Regulus Resources Inc., an international mineral exploration company, from September 2014 to present.	Nil

(1) Information as to voting Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

(2) Member of the Safety, Health and Environment Committee.

(3) Member of the Governance and Nomination Committee.

(4) Member of the Audit Committee.

(5) Member of the Technical Committee.

(6) Member of the Compensation Committee.

(7) In accordance with the Gold and Silver Purchase Agreement dated October 10, 2016 between the Corporation and Rivi Opportunity Fund LP (“ Rivi ”), Rivi is entitled to nominate and maintain one person as a non-executive director of the Corporation. John Menzies has an understanding with Rivi that he shall act as such nominee until replaced at the request of Rivi or the termination of the Gold and Silver Purchase Agreement.

(8) Mr. Imrie resigned as non-executive Chairman and was appointed Executive Chairman effective September 22, 2022.

• (9) Dr. Thomas was appointed Interim CEO effective August 31, 2022.

Shareholders can vote for all of the proposed nominees, vote for some of the proposed nominees and withhold for others, or withhold votes for all of the proposed nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Corporation.

Except as disclosed below, no proposed director of the Corporation is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any corporation (including the Corporation), that:

• (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

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• (b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, 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.

On May 20, 2020, the BCSC and the Ontario Securities Commission (the “ OSC ”) issued a cease trade order (the “ 2020 Order ”) against the Corporation for failure to file its annual audited financial statements and related management’s discussion and analysis for the year ended September 30, 2019, its interim financial report and related management’s discussion and analysis for the interim period ended December 31, 2019 and corresponding certifications of the foregoing. Messrs. Imrie, Menzies, Siegfried and Thomas were directors of the Corporation at the time of the 2020 Order. The 2020 Order was revoked by the BCSC and the OSC on July 27, 2020.

On February 3, 2021, the BCSC and the OSC issued a cease trade order (the “ 2021 Order ”) against the Corporation for failure to file its annual audited financial statements for the year ended September 30, 2020 and related management’s discussion and analysis and corresponding certifications. Messrs. Imrie, Menzies, Siegfried and Thomas were directors of the Corporation at the time of the 2021 Order. On June 17, 2021, the 2021 Order was partially revoked in order to permit the Corporation to complete a non-brokered private placement of up to 8,501,876 common shares at a purchase price of $0.06 per common share for aggregate gross proceeds of up to $510,112.50. The 2021 Order was revoked on February 8, 2022.

On October 15, 2020, the OSC issued a cease trade order (the “ OCS 2020 Order ”) against Edgewater Wireless Systems Inc. (“ Edgewater ”) to replace the management cease trade order issued by the OSC on October 9, 2020, for failure to file its (i) audited annual financial statements and related management’s discussion and analysis for the year ended April 30, 2020 and corresponding certifications of the foregoing (the “ 2020 Annual Records ”); and (ii) interim financial statements and related management’s discussion and analysis for the interim period ended July 31, 2020 and corresponding certifications of the foregoing (the “ 2020 Interim Records ”) within the time prescribed under NI 51-102. Mr. Imrie was a director of Edgewater at the time of the OSC 2020 Order. The OSC 2020 Order was revoked by the OSC on January 14, 2021 after Edgewater filed the 2020 Annual Records and the 2020 Interim Records.

No proposed director of the Corporation:

• (a) is, as at the date of this Information Circular, or has been within the 10 years before the date of this Information Circular, a director or executive officer of any corporation (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

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

No proposed director of the Corporation has been subject to:

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

• (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

During the ten years preceding the date of this Information Circular, no proposed director has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

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B. Appointment of Auditor

The persons named in the accompanying instrument of proxy intend to vote for the re-appointment of Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year, until the close of the next annual general meeting at a remuneration to be fixed by the directors.

C. Approval of the 2022 Option Plan

At the Meeting, Shareholders will be asked to approve the adoption of the 2022 Option Plan, a new 10% rolling incentive stock option plan. The 2022 Option Plan was approved by the Board on October 21, 2022 and has been conditionally accepted by the Exchange. The 2022 Option Plan shall become effective upon the receipt of approval of the Shareholders and the final acceptance of the Exchange (the “ Effective Date ”) and will replace the Amended and Restated Option Plan. All of the stock options (the “ Outstanding Options ”) currently outstanding under the Amended and Restated Option Plan, of which there are 16,000,000 as at the date of this Information Circular, will remain outstanding and in full force and effect in accordance with their terms after the Effective Date. However, following the Effective Date, no additional grants shall be made pursuant to the Amended and Restated Option Plan, and the Amended and Restated Option Plan will terminate on the date upon which no Outstanding Options remain outstanding.

The purpose of the 2022 Option Plan is to, among other things: (i) provide the Corporation with a mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Corporation and its subsidiaries; (ii) reward directors, officers, employees and consultants that have been granted stock options (each, an “ Option ”) under the 2022 Option Plan for their contributions toward the long-term goals and success of the Corporation; and (iii) enable and encourage such directors, officers, employees and consultants to acquire Shares of the Corporation as long-term investments and proprietary interests in the Corporation. The approval of the 2022 Option Plan by the Board is subject to approval by the Shareholders and to the final acceptance of the Exchange.

A summary of certain provisions of the 2022 Option Plan is set out below, and a full copy of the 2022 Option Plan is attached hereto as Schedule “B” . This summary is qualified in its entirety to the full copy of the 2022 Option Plan.

Summary of the 2022 Option Plan

Eligibility

The 2022 Option Plan allows the Corporation to grant Options to attract, retain and motivate qualified directors, officers, employees and consultants of the Corporation and its subsidiaries (collectively, the “ Option Plan Participants ”).

Number of Shares Issuable

The aggregate number of Common Shares that may be issued to Option Plan Participants under the 2022 Option Plan will be that number of Shares equal to 10% of the issued and outstanding Shares on the particular date of grant of the Option, inclusive of the Outstanding Options.

Limits on Participation

The 2022 Option Plan provides for the following limits on grants, for so long as the Corporation is subject to the requirements of the Exchange, unless disinterested Shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the Exchange:

• (i) the maximum number of Shares that may be issued to any one Option Plan Participant (and where permitted pursuant to the policies of the Exchange, any company that is wholly-owned by the Option Plan Participant) under the 2022 Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 5% of the issued Shares calculated on the date of grant;

• (ii) the maximum number of Shares that may be issued to insiders collectively under the 2022 Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 10% of the issued Shares calculated on the date of grant; and

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• (iii) the maximum number of Shares that may be issued to insiders collectively under the 2022 Option Plan, together with any other security based compensation arrangements, may not exceed 10% of the issued Shares at any time.

For so long as such limitation is required by the Exchange, the maximum number of Options which may be granted within any 12-month period to Option Plan Participants who perform investor relations activities must not exceed 2% of the issued and outstanding Shares, and such Options must vest in stages over 12 months with no more than 25% vesting in any three month period. In addition, the maximum number of Shares that may be granted to any one consultant under the 2022 Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 2% of the issued Shares calculated on the date of grant.

Administration

The plan administrator of the 2022 Option Plan (the “ Option Plan Administrator ”) will be the Board or a committee of the Board, if delegated. The Option Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive Options under the 2022 Option Plan; determine conditions under which Options may be granted, vested or exercised, including the expiry date, exercise price and vesting schedule of the Options; establish the form of option certificate (“ Option Certificate ”); interpret the 2022 Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the 2022 Option Plan.

Subject to any required regulatory or shareholder approvals, the Option Plan Administrator may also, from time to time, without notice to or without approval of the Shareholders or the Option Plan Participants, amend, modify, change, suspend or terminate the Options granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the 2022 Option Plan or any Option granted pursuant thereto may materially impair any rights of an Option Plan Participant or materially increase any obligations of an Option Plan Participant under the 2022 Option Plan without the consent of such Option Plan Participant, unless the Option Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the 2022 Option Plan.

All of the Options are subject to the conditions, limitations, restrictions, vesting, exercise and forfeiture provisions determined by the Option Plan Administrator, in its sole discretion, subject to such limitations provided in the 2022 Option Plan, and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the 2022 Option Plan and in accordance with applicable law, the Option Plan Administrator may accelerate the vesting of Options, cancel or modify outstanding Options and waive any condition imposed with respect to Options or Shares issued pursuant to Options.

Exercise of Options

Options shall be exercisable as determined by the Option Plan Administrator at the time of grant, provided that no Option shall have a term exceeding 10 years so long as the Shares are listed on the Exchange.

Subject to all applicable regulatory rules, the vesting schedule for an Option, if any, shall be determined by the Option Plan Administrator. The Option Plan Administrator may elect, at any time, to accelerate the vesting schedule of an Option, and such acceleration will not be considered an amendment to such Option and will not require the consent of the Option Plan Participant in question. However, no acceleration to the vesting schedule of an Option granted to an Option Plan Participant performing investor relations services may be made without prior acceptance of the Exchange.

The exercise price of an Option shall be determined by the Option Plan Administrator and cannot be lower than the greater of: (i) the minimum price required by the Exchange; and (ii) the market value of the Shares on the applicable grant date.

An Option Plan Participant may exercise the Options in whole or in part through any one of the following forms of consideration, subject to applicable laws, prior to the expiry date of such Options, as determined by the Option Plan Administrator:

• the Option Plan Participant may send a wire transfer, certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate exercise price of the Shares being purchased pursuant to the exercise of the Options;

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• subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, a brokerage firm may be engaged to loan money to the Option Plan Participant in order for the Option Plan Participant to exercise the Options to acquire the Shares, subsequent to which the brokerage firm shall sell a sufficient number of Shares to cover the exercise price of such Options to satisfy the loan. The brokerage firm shall receive an equivalent number of Shares from the exercise of the Options, and the Option Plan Participant shall receive the balance of the Shares or cash proceeds from the balance of such Shares; and

• subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, consideration may be paid by reducing the number of Shares otherwise issuable under the Options, in lieu of a cash payment to the Corporation, an Option Plan Participant, excluding those providing investor relations services, only receives the number of Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Options being exercised multiplied by the difference between the volume-weighted average trading price of the Shares and the exercise price of the Options, by (ii) the volume-weighted average trading price of the Shares. The number of Shares delivered to the Option Plan Participant may be further reduced to satisfy applicable tax withholding obligations. The number of Options exercised, surrendered or converted, and not the number of Shares issued by the Issuer, must be included in calculating the number of Shares issuable under the 2022 Option Plan and the limits on participation.

If an exercise date for an Option occurs during a trading black-out period imposed by the Corporation to restrict trades in its securities, then, notwithstanding any other provision of the 2022 Option Plan, the Option shall be exercised no more than ten business days after the trading black-out period is lifted by the Corporation, subject to certain exceptions.

Termination of Employment or Services and Change in Control

The following describes the impact of certain events that may, unless otherwise determined by the Option Plan Administrator or as set forth in an Option Certificate, lead to the early expiry of Options granted under the 2022 Option Plan.

Termination by the Corporation for cause: Forfeiture of all unvested Options. The Option Plan Administrator may determine that all vested Options shall be forfeited, failing which all vested Options shall be exercised in accordance with the 2022 Option Plan. Voluntary resignation of an Option Plan Participant: Forfeiture of all unvested Options. Exercise of vested Options in accordance with the 2022 Option Plan. Termination by the Corporation other than for cause: Acceleration of vesting of a portion of unvested Options in accordance with a prescribed formula as set out in the 2022 Option Plan.[1] Forfeiture of the remaining unvested Options. Exercise of vested Options in accordance with the 2022 Option Plan. Death or disability of an Option Plan Participant: Acceleration of vesting of all unvested Options.[1] Exercise of vested Options in accordance with the 2022 Option Plan. Termination or voluntary resignation Acceleration of vesting of all unvested Options.[1 ] for good reason within 12 months of a Exercise of vested Options in accordance with the 2022 change in control: Option Plan.

Notes: (1) Any acceleration of vesting of unvested Options granted to an investor relations service provider is subject to the prior written approval of the Exchange.

Any Options granted to an Option Plan Participant under the 2022 Option Plan shall terminate at a date no later than 12 months from the date such Option Plan Participant ceases to be an Option Plan Participant.

In the event of a triggering event, which includes a change in control, dissolution or winding-up of the Corporation, a material alteration of the capital structure of the Corporation and a disposition of substantially all of the Corporation’s

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assets, the Option Plan Administrator may, without the consent of the Option Plan Participant, cause all or a portion of the Options granted to terminate upon the occurrence of such event.

Amendment or Termination of the 2022 Option Plan

Subject to any necessary regulatory approvals, the 2022 Option Plan may be suspended or terminated at any time by the Option Plan Administrator, provided that no such suspension or termination shall alter or impact any rights or obligations under an Option previously granted without the consent of the Option Plan Participant.

The following limitations apply to the 2022 Option Plan and all Options thereunder as long as such limitations are required by the Exchange:

• any adjustment to Options, other than in connection with a security consolidation or security split, is subject to prior Exchange acceptance and the issuance of a news release by the Corporation outlining the terms thereof;

• any amendment to the 2022 Option Plan is subject to prior Exchange acceptance, except for amendments to reduce the number of Shares issuable under the 2022 Option Plan, to increase the exercise price of Options or to cancel Options;

• any amendments made to the 2022 Option Plan shall require regulatory and Shareholder approval and the issuance of a news release by the Corporation outlining the terms thereof, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the 2022 Option Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and

• the exercise price of an Option previously granted to an insider must not be reduced, or the extension of the expiry date of an Option held by an insider may not be extended, unless the Corporation has obtained disinterested shareholder approval to do so in accordance with Exchange policies.

Subject to the foregoing limitations and any necessary regulatory approvals, the Option Plan Administrator may amend any existing Options or the 2022 Option Plan or the terms and conditions of any Option granted thereafter, although the Option Plan Administrator must obtain written consent of the Option Plan Participant (unless otherwise excepted out by a provision of the 2022 Option Plan) where such amendment would materially decrease the rights or benefits accruing to an Option Plan Participant or materially increase the obligations of an Option Plan Participant.

Corporation 2022 Option Plan Resolution

At the Meeting, the Shareholders of the Corporation will be asked to consider and approve an ordinary resolution, in substantially the following form, in order to approve the 2022 Option Plan, which resolution requires approval of greater than 50% of the votes cast by the Shareholders who, being entitled to do so, vote, in person or by proxy, on the ordinary resolution at the Meeting:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

• (a) subject to final acceptance of the TSX Venture Exchange (the “ TSXV ”), the new stock option plan (the “ 2022 Option Plan ”) of PPX Mining Corp. (the “ Corporation ”), substantially in the form attached as Schedule “B” to the management information circular of the Corporation dated October 21, 2022, is hereby approved;

• (b) the directors of the Corporation or any committee of the board of directors of the Corporation are hereby authorized to grant stock options (each, an “ Option ”) pursuant to the 2022 Option Plan to those eligible to receive Options thereunder;

• (c) any one director or officer of the Corporation is hereby authorized to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in such director’s opinion may be necessary to give effect to the matters contemplated by these resolutions; and

• (d) notwithstanding that this resolution be passed by the shareholders of the Corporation, the adoption of the proposed 2022 Option Plan is conditional upon receipt of final approval of the TSXV, and the

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directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable to the directors.”

Recommendation of the Board

The Board has determined that the 2022 Option Plan is in the best interests of the Corporation and the Shareholders and unanimously recommends that the Shareholders vote in favour of approving the 2022 Option Plan. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the foregoing resolution.

The Board reserves the right to amend any terms of the 2022 Option Plan or not to proceed with the 2022 Option Plan at any time prior to the Meeting if the Board determines that it would be in the best interests of the Corporation and the Shareholders and to do so in light of any subsequent event or development occurring after the date of the Information Circular.

D. Approval of the Creation of New Control Persons

Debt Settlements

Recognizing the need to preserve cash and improve the Corporation’s working capital, the Corporation obtained the agreement of certain arm’s length and related parties of the Corporation to settle debt through the issuance of Shares. In the opinion of the Board, the debt structure of the Corporation needs to be reduced and/or restructured to properly address the Corporation’s current liabilities. The Board therefore determined to enhance its prospects by pursuing the conversion of a portion of its outstanding indebtedness into equity.

The Corporation entered into debt settlement agreements with certain creditors of the Corporation to issue an aggregate of 108,700,842 Shares (the “ Debt Settlement Shares ”) as settlement for outstanding debt owing by the Corporation in the aggregate amount of US$2,194,017 at a deemed issue price of US$0.02 (C$0.0273) per Debt Settlement Share (the “ Debt Settlements ”), subject to requisite shareholder and TSXV approvals.

As part of the Debt Settlements, the Corporation has agreed to issue 98,377,534 Debt Settlement Shares to Kari Takahashi Nabeta to settle debt totaling US$ 1,967,550.68 in respect of an outstanding convertible unsecured note issued by the Corporation to Ms. Takahashi on September 25, 2018 in the principal amount of US$1,000,000 together with accrued interest in the amount of US$410,136.99, and an outstanding promissory note issued by the Corporation to Ms. Takahashi on July 22, 2019 for a loan in the principal amount of US$400,000 together with accrued interest in the amount of US$157,413.70. Currently, Ms. Takahashi beneficially owns, or exercises control or direction over 109,416,335 Shares or approximately 21.35% of the issued and outstanding Shares on a non-diluted basis. 72,556,000 of Ms. Takahashi’s Shares are held jointly with Humberto Takahashi (together with Kari Takahashi Nabeta, the “ Takahashis ”). Upon completion of the Debt Settlements, it is anticipated that the Takahashis will beneficially own, or exercise control or direction of 207,793,869 Shares, which will constitute approximately 33.45% of the issued and outstanding Shares on a non-diluted basis.

Post-transaction, the Takahashis will be Control Persons (as defined in the policies of the TSXV) of the Corporation, and consequently, the issuance of Debt Settlement Shares to Ms. Takahashi is subject to disinterested shareholder approval.

Approval of the Creation of New Control Persons

Pursuant to the policies of the TSXV, an issuer must obtain disinterested shareholder approval where a shares for debt transaction will result in the creation of a new Control Person. A “Control Person” is defined pursuant to the policies of the TSXV to mean any person or company that holds or is one of a combination of individuals or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. Disinterested shareholder approval means that, while shareholder approval may be obtained by ordinary resolution at the meeting of shareholders, the votes attached to the common shares beneficially owned, or over which control or direction is exercised by, the new Control Person and its associates (as such term is defined pursuant to the policies of the TSXV) and affiliates (as such term is defined pursuant to the policies of the TSXV) will be excluded from the calculation of any such approval.

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For the purposes of obtaining disinterested shareholder approval of the creation of the new Control Persons, as at the date hereof and to the best of the knowledge of the Corporation, the votes attached to 109,416,335 Shares beneficially owned, or over which control or direction is exercised, by the Takahashis (or approximately 21.35% of the outstanding Shares on a non-diluted basis) will be excluded from voting on the resolution approving the creation of the new Control Persons.

Control Person Resolution

At the Meeting, the Shareholders of the Corporation excluding 109,416,335 Shares held by the Takahashis (the “ Disinterested Shareholders ”), will be asked to consider and approve an ordinary resolution, in substantially the following form, in order to approve the creation of the Takahashis as Control Persons of the Corporation (the “ Control Person Resolution ”), which resolution requires approval of greater than 50% of the votes cast by the Disinterested Shareholders who, being entitled to do so, vote, in person or by proxy, on the Control Person Resolution at the Meeting:

• “BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF DISINTERESTED SHAREHOLDERS, THAT:

• (a) the debt settlement agreement between PPX Mining Corp. (the “ Corporation ”) and Kari Takahashi Nabeta, as may be amended, restated, or supplemented, from time-to-time (the “ Debt Settlement Agreement ”) and all of the transactions contemplated thereby are hereby ratified, confirmed and approved;

• (b) the board of directors of the Corporation is hereby authorized to approve any amendment or supplement to the terms and conditions of the Debt Settlement Agreement as the board of directors in its discretion considers necessary or desirable;

• (c) subject to the approval of the TSX Venture Exchange (“ TSXV ”), the issuance of 98,377,534 common shares in the capital of the Corporation at a deemed price of C$0.0273 (US$0.02) per common share to Ms. Takahashi (the “ Debt Settlement ”), at such time as the directors of the Corporation may, in their sole discretion determine, in lieu of up to an aggregate of US$ 1,967,550.68 of cash consideration in settlement of certain debts owing to Ms. Takahashi, is hereby authorized and approved;

• (d) the creation of Kari Takahashi Nabeta and Humberto Takahashi as new Control Persons (as such term is defined in the policies of the TSXV) of the Corporation, resulting from the completion of the Debt Settlement, is hereby authorized and approved;

• (e) any one director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such further agreements, documents and instruments and do all such other acts and things as such director or officer may determine to be necessary or advisable for the purpose of giving full effect to the provisions of this resolution, the execution and delivery by such director or officer of any such agreement, document or instrument or the doing of any such act or things being conclusive evidence of such determination; and

• (f) notwithstanding that these resolutions have been duly passed, the directors of the Corporation are hereby authorized and empowered, without further notice to or approval of the Corporation’s shareholders, to not proceed with all or any part of these resolutions.”

Recommendation of the Board

The Board has determined that the Control Person Resolution is in the best interests of the Corporation and unanimously recommends that the Disinterested Shareholders vote in favour of approving the Control Person Resolution. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the foregoing resolution.

The Board reserves the right to not to proceed with the Control Person Resolution at any time prior to the Meeting if the Board determines that it would be in the best interests of the Corporation and the Shareholders and to do so in light of any subsequent event or development occurring after the date of the Information Circular.

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OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Shares represented by the instrument of proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR website at www.sedar.com.

Shareholders may contact the Corporation by: (i) mail to 82 Richmond Street East, Toronto, Ontario M5C 1P1; or (ii) by email at info@ppxmining.com to request copies of the Corporation’s financial statements and management’s discussion and analysis.

Financial information for the Corporation is provided in the Corporation’s comparative annual financial statements and management’s discussion and analysis for the fiscal year ended September 30, 2021, which will be available on SEDAR at www.sedar.com.

DATED at Vancouver, British Columbia the 14th day of November, 2022.

BY ORDER OF THE BOARD

“Brian Imrie”

BRIAN IMRIE Executive Chairman

Schedule “A”

Audit Committee Charter

Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting and the Corporation’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

1. serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements;

2. review and appraise the performance of the Corporation’s external auditor;

3. provide an open avenue of communication among the Corporation’s auditor, financial and senior management and the Board of Directors; and

4. report regularly to the Board of Directors the results of its activities.

Composition

The Committee shall be comprised of a minimum three directors as determined by the Board of Directors. If the Corporation ceases to be a “venture issuer” (as that term is defined in Multilateral Instrument 52-110 entitled “Audit Committees”), then all of the members of the Committee shall be free from any material relationship with the Corporation that, in the opinion of the Board of Directors, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Corporation ceases to be a venture issuer then all members of the Committee shall also have accounting or related financial management expertise. All members of the Audit Committee should have 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 Corporation’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting or until their successors are duly elected. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least once quarterly, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditor in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

• A. Documents/Reports Review

• review and update this Audit Committee Charter annually;

• review the Corporation’s financial statements, MD&A and any annual and interim earnings press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor; and

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• review regular summary reports of directors and officers expense account claims at least annually. Establish and review approval policies for expense reports and, as required, request audits of expense claims and policies for expense approval and reimbursements. The Chairman of the Audit Committee or of the Compensation Committee to approve expense reports of the President and the CEO and the CEO to approve those of the directors and officers.

• B. External Auditor

• review annually, the performance of the external auditor who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Corporation;

• obtain annually, a formal written statement of external auditor setting forth all relationships between the external auditor and the Corporation;

• review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;

• take, or recommend that the Board of Directors take, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;

• recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;

• recommend to the Board of Directors the compensation to be paid to the external auditor;

• at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements;

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

• review with management and the external auditor the audit plan for the year-end financial statements; and

• review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation’s external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

• (a) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of revenues paid by the Corporation to its external auditor during the fiscal year in which the non-audit services are provided,

• (b) such services were not recognized by the Corporation at the time of the engagement to be non-audit services, and

• (c) such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

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• C. Financial Reporting Processes

• in consultation with the external auditor, review with management the integrity of the Corporation’s financial reporting process, both internal and external;

• consider the external auditor’s judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting;

• consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditor and management;

• review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;

• following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

• review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;

• review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;

• review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

• review certification process;

• establish a procedure for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;

• establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and

• on at least an annual basis, review with the Corporation’s counsel, any legal matters that could have a significant impact on the Corporation’s financial statements, the Corporation’s compliance with applicable laws and regulations, and inquiries received from regulators or government agencies.

D. Authority

The Audit Committee will have the authority to:

1. review any related-party transactions;

2. engage independent counsel and other advisors as it determines necessary to carry out its duties;

3. to set and pay compensation for any independent counsel and other advisors employed by the Committee;

4. communicate directly with the auditors; and

5. conduct and authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel and other professionals to assist in the conduct of any investigation.

Schedule “B”

Stock Option Plan

See attached.

PPX MINING CORP.

STOCK OPTION PLAN

Effective Date: [●], 2022

Approved by the Board of Directors on October 21, 2022.

Approved by the Shareholders on [  ], 2022.

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TABLE OF CONTENTS

2 TABLE OF CONTENTS	2 TABLE OF CONTENTS
ARTICLE 1 PURPOSE....................................................................................................................................................... 4
1.1	Purpose ................................................................................................................................................................ 4
ARTICLE 2 INTERPRETATION......................................................................................................................................... 4
2.1	Definitions ........................................................................................................................................................... 4
2.2	Interpretation ..................................................................................................................................................... 10
ARTICLE 3 ADMINISTRATION...................................................................................................................................... 10
3.1	Administration ................................................................................................................................................... 10
3.2	Delegation to Committee ................................................................................................................................... 12
3.3	Determinations Binding..................................................................................................................................... 12
3.4	Eligibility ........................................................................................................................................................... 13
3.5	Board Requirements .......................................................................................................................................... 13
3.6	Liability Limitation and Indemnification .......................................................................................................... 13
3.7	Total Shares Subject to Options ........................................................................................................................ 13
3.8	Limits on Options .............................................................................................................................................. 14
3.9	Option Certificates ............................................................................................................................................ 14
3.10	Non-transferability of Options .......................................................................................................................... 14
3.11	Resale Restrictions ............................................................................................................................................ 15
ARTICLE 4 OPTIONS ..................................................................................................................................................... 15
4.1	Granting of Options ........................................................................................................................................... 15
4.2	Options Account ................................................................................................................................................ 15
4.3	Exercise Period of Options ................................................................................................................................ 15
4.4	Number of Shares under an Option ................................................................................................................... 16
4.5	Exercise Price of an Option ............................................................................................................................... 16
4.6	Vesting of Options and Acceleration ................................................................................................................ 17
4.7	Additional Terms ............................................................................................................................................... 17
4.8	Exercise of Options ........................................................................................................................................... 17
4.9	Issue of Share Certificates or Direct Registration Statements ........................................................................... 18
4.10	Termination of Options ..................................................................................................................................... 18
ARTICLE 5 ADDITIONAL OPTION TERMS ............................................................................................................... 18
5.1	Black-Out Period ............................................................................................................................................... 18
5.2	Withholding Taxes ............................................................................................................................................ 18
5.3	Recoupment ....................................................................................................................................................... 19
5.4	No Other Benefit ............................................................................................................................................... 19
ARTICLE 6 TERMINATION OF EMPLOYMENT OR SERVICES ............................................................................. 19
6.1	Termination of Participant ................................................................................................................................. 19
6.2	Leave of Absence .............................................................................................................................................. 21
6.3	Death or Disability ............................................................................................................................................ 21
6.4	Discretion to Permit Acceleration ..................................................................................................................... 21

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3	3
ARTICLE 7 EVENTS AFFECTING THE CORPORATION .......................................................................................... 21
7.1	Change in Control ............................................................................................................................................. 21
7.2	Triggering Events .............................................................................................................................................. 22
7.3	Reorganization of Corporation’s Capital ........................................................................................................... 22
7.4	Assumptions of Options in Acquisitions ........................................................................................................... 23
7.5	No Restriction on Action ................................................................................................................................... 23
7.6	Issue by Corporation of Additional Shares ....................................................................................................... 23
7.7	Fractions ............................................................................................................................................................ 23
ARTICLE 8 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN..................................................... 23
8.1	Discretion of the Plan Administrator ................................................................................................................. 23
8.2	Amendment of Option or Plan .......................................................................................................................... 24
ARTICLE 9 MISCELLANEOUS........................................................................................................................................ 24
9.1	Legal Requirement ............................................................................................................................................ 24
9.2	Rights of Participant .......................................................................................................................................... 24
9.3	Conflict .............................................................................................................................................................. 25
9.4	Anti-Hedging Policy .......................................................................................................................................... 25
9.5	No Guarantee of Tax Consequences ................................................................................................................. 25
9.6	Participant Information ...................................................................................................................................... 25
9.7	Participation in the Plan .................................................................................................................................... 25
9.8	Successors and Assigns ..................................................................................................................................... 25
9.9	Severability ........................................................................................................................................................ 25
9.10	Notices ............................................................................................................................................................... 25
9.11	Effective Date and Replacement ....................................................................................................................... 26
9.12	Governing Law .................................................................................................................................................. 26
9.13	Submission to Jurisdiction ................................................................................................................................. 26

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STOCK OPTION PLAN

ARTICLE 1 PURPOSE

1.1 Purpose

The purpose of the Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants of the Corporation and its Subsidiaries, to reward such of those Executives, Employees and Consultants as may be granted Options under the Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Executives, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

ARTICLE 2 INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings:

“ Applicable Laws ” means the applicable laws and regulations and the requirements or policies of any governmental, regulatory authority, securities commission and stock exchange having authority over the Corporation or the Plan;

“ Black-Out ” means a restriction formally imposed by the Corporation, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options;

“ Board ” means the board of directors of the Corporation;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver are open for commercial business during normal banking hours;

“ Cause ” means:

• (a) unless the applicable Option Certificate states otherwise, with respect to any Employee, Officer or Consultant:

• (i) if such Employee, Officer or Consultant is a party to an employment or service agreement with the Corporation or any of its Subsidiaries and such agreement provides for a definition of Cause, the definition contained therein; or

• (ii) if no such agreement exists, or if such agreement does not define Cause, any act or omission that would entitle the Corporation to terminate the employment or service agreement of such Employee, Officer or Consultant, without notice or compensation under the common law for just cause, including, without in any way limiting its meaning under the common law: (A) the failure of the Employee, Officer or Consultant to carry out its duties properly or to comply with the rules, policies and practices of the Corporation or any of its Subsidiaries, as applicable; (B) a material breach of any agreement with the Corporation or any of its

5

Subsidiaries, as applicable, or a material violation of any written policy of the Corporation or any of its Subsidiaries, as applicable; (C) the indictment for or conviction of an indictable offence or any summary offence involving material dishonesty or moral turpitude; (D) a material fiduciary breach with respect to the Corporation or any of its Subsidiaries, as applicable; (E) fraud, embezzlement or similar conduct that results in or is reasonably likely to result in harm to the reputation or business of the Corporation or any of its Subsidiaries; or (F) gross negligence or willful misconduct with respect to the Corporation or any of its Subsidiaries; and

• (b) with respect to any Director, the removal of a Director before the expiration of his or her term of office by any method permitted by the Corporation’s Articles;

“ Change of Business ” has the meaning attributed thereto in Policy 5.2 – Change of Business and Reverse Takeovers , as amended from time to time, of the TSXV Manual;

“ Change in Control ” means the occurrence of any one or more of the following events:

• (a) the direct or indirect acquisition or conversion from time to time of more than 50% of the issued and outstanding Shares, in aggregate, by a Person or group of Persons acting in concert, other than through an employee share purchase plan or employee share ownership plan;

• (b) a change in the composition of the Board which results in the majority of the directors of the Corporation not being individuals nominated by the Corporation’s then incumbent directors; or

• (c) a merger, amalgamation, arrangement or reorganization of the Corporation with one or more corporations as a result of which, immediately following such event, the shareholders of the Corporation as a group, as they were immediately prior to such event, hold less than a majority of the outstanding Voting Shares of the surviving corporation;

• “ Committee ” has the meaning set forth in Section 3.2;

“ Company ” means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

“ Consultant ” means:

• (a) a Person (other than an Executive or Employee) that:

• (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to a distribution of securities (as defined under Applicable Laws);

• (ii) provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or the Company, as the case may be; and

6

• (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 of any of its Subsidiaries, or

• (b) an individual (other than a Director, Officer or Employee) 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;

“ Corporate Policies ” means any of the policies of the Corporation;

“ Corporation ” means PPX Mining Corp.;

“ Date of Grant ” means, for any Option, the date specified by the Plan Administrator at the time it grants the Option (which, for greater certainty, shall be no earlier than the date on which the Board meets or otherwise acts for the purpose of granting such Option) or if no such date is specified, the date upon which the Option was granted;

“ Director ” means a director (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

“ Disabled ” or “ Disability ” means a physical injury or mental incapacity of a nature which the Plan Administrator determines prevents or would prevent the Participant from satisfactorily performing the substantial and material duties of his or her position with the Corporation or any of its Subsidiaries;

“ Effective Date ” means the date the Plan becomes effective, which shall be upon receipt of all shareholder and regulatory approvals;

Employee ” means an individual who:

• (a) is considered an employee of the Corporation or any of its Subsidiaries under the Tax Act and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

• (b) works full-time for the Corporation or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any of its Subsidiaries over the details and methods of work as an employee of the Corporation or of a Subsidiary of the Corporation, as the case may be, but for whom income tax deductions are not made at source; or

• (c) works for the Corporation or any of its Subsidiaries 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 of its Subsidiaries over the details and methods of work as an employee of the Corporation or any of its Subsidiaries;

“ Exercise Notice ” means the written notice of the exercise of an Option, in the form set out in the Option Certificate (or in such other form as may be approved by the Plan Administrator, duly executed by the Participant;

“ Exercise Period ” means the period during which a particular Option may be exercised and is the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided,

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however, that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained;

“ Exercise Price ” means the price at which an Option is exercisable as determined in accordance with Section 4.5;

“ Expiry Date ” means the date the Option expires as set out in the Option Certificate or as otherwise determined in accordance with Sections 4.10, 5.1, 7.2, or Article 6;

“ Expiry Time ” means the time the Option expires on the Expiry Date, which is 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date;

“ Exchange ” means the TSXV and any other exchange on which the Shares are or may be listed from time to time;

“ Executive ” means an individual who is a Director or Officer;

“ Good Reason ” means any one or more of the following events occurring following a Change in Control and without the Participant’s written consent:

• (a) the Participant is placed in a position of lesser stature than its current position and, is assigned duties that would result in a material change in the nature or scope of powers, authority, functions or duties inherent in such a position immediately prior to the Change in Control;

• (b) a material decrease in the Participant’s base salary or a material decrease in the Participant’s short-term incentive grants, long-term incentive grants, benefits, vacation or other compensation;

• (c) a requirement that the Participant relocate to a location greater than 40 kilometers from the Participant’s primary work location immediately prior to the Change in Control; or

• (d) any action or event that would constitute constructive dismissal of the Participant at common law;

“ Insider ” means:

• (a) a Director or senior officer of the Corporation;

• (b) a Director or senior officer of a Company that is an Insider or a Subsidiary of the Corporation;

• (c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares of the Corporation carrying more than 10% of the voting rights attached to the Voting Shares of the Corporation; or

• (d) the Corporation itself if it holds any of its own securities;

“ Investor Relations Service Providers ” has the meaning attributed thereto in Policy 4.4;

• “ Market Price ” means the market value of the Shares as determined in accordance with Section 4.5;

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“ Officer ” means an officer (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

“ Option ” means an incentive share purchase option granted pursuant to the Plan entitling a Participant to purchase Shares of the Corporation;

“ Option Certificate ” means a certificate issued by the Corporation in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Option has been granted under the Plan and which need not be identical to any other such certificates;

“ Outstanding Options ” has the meaning ascribed to it in Section 3.7;

“ Participant ” means an Executive, Employee or Consultant to whom an Option has been granted under the Plan;

“ Person ” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“ Personal Representative ” means: (i) in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and (ii) in the case of a Participant who, for any reason, is unable to manage his or her affairs, the Person entitled by law to act on behalf of such Participant;

“ Plan ” means this Option Plan, as may be amended from time to time;

“ Plan Administrator ” means the Board, or if the administration of the Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

“ Policy 4.4 ” means in Policy 4.4 – Security Based Compensation , as amended from time to time, of the TSXV Manual;

“ Prior Plan ” means the Corporation’s prior stock option plan;

“ Regulatory Approvals ” means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of the Plan or for the Options granted from time to time hereunder;

“ Regulatory Authorities ” means all Exchanges and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation, the Plan or the Options granted from time to time hereunder;

“ Reorganization ” has the meaning attributed thereto in Policy 5.3 – Acquisitions and Dispositions of NonCash Assets , as amended from time to time, of the TSXV Manual;

“ Reverse Takeover ” has the meaning attributed thereto in Policy 5.2 – Change of Business and Reverse Takeovers , as amended from time to time, of the TSXV Manual;

“ Securities Act ” means the Securities Act (British Columbia, RSBC 1996, c. 418 as from time to time amended;

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“ Security Based Compensation Arrangement ” for the purposes of the Plan means any option, share option plan, share incentive plan, employee share purchase 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, 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;

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to a Company;

“ Share ” means one (1) common share in the capital of the Corporation as constituted on the Effective Date or after an adjustment contemplated by Article 7, such other shares or securities to which the holder of an Option may be entitled as a result of such adjustment;

“ Shareholder Approval ” means approval by the Corporation’s shareholders in accordance with the polices of the Exchange;

“ Subsidiary ” has the meaning attributed thereto in the Securities Act;

“ Tax Act ” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

“ Termination Date ” means (i) the date designated by the Participant and the Corporation or a Subsidiary of the Corporation in a written employment agreement, or other written agreement between the Participant and Corporation or a Subsidiary of the Corporation, or (ii) if no written agreement exists, the date designated by the Corporation or a Subsidiary of the Corporation, as the case may be, on which a Participant ceases to be an employee of the Corporation or a Subsidiary of the Corporation or ceases to provide services to the Corporation or a Subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment or termination of services by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or a Subsidiary of the Corporation, as applicable, may be required by law to provide to the Participant;

“ Triggering Event ” means:

• (a) the proposed dissolution, liquidation or wind-up of the Corporation;

• (b) a proposed Change in Control;

• (c) the proposed sale or other disposition of all or substantially all of the assets of the Corporation; or

• (d) a proposed material alteration of the capital structure of the Corporation which, in the opinion of the Plan Administrator, is of such a nature that it is not practical or feasible to make adjustments to the Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect;

• “ TSXV ” means the TSX Venture Exchange;

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“ TSXV Manual ” means the TSXV Corporate Finance Manual;

“ Vested ” means a portion of the Option granted to the Participant which is available to be exercised by such Participant at any time and from time to time;

“ Voting Share” means a security of a Company that:

• (a) is not a debt security; and

• (b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing; and

“ VWAP ” means the volume-weighted average trading price of the Shares on the TSXV calculated by dividing the total value by the total volume of the Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSXV may exclude internal crosses and certain other special terms trades from the calculation.

2.2 Interpretation

• (a) Whenever the Plan Administrator exercises discretion in the administration of the Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

• (b) As used herein, the terms “Article”, “Section” and “clause” mean and refer to the specified Article, Section and clause of the Plan, respectively.

• (c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

• (d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

• (e) Unless otherwise specified, all references to money amounts are to Canadian currency.

• (f) The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

Subject to and consistent with the terms of the Plan, Applicable Laws and the provisions of any charter adopted by the Board with respect to the powers, authority and operation of the Committee (as amended from time to time), the Plan will be administered by the Plan Administrator, and the Plan Administrator has sole and complete authority, in its discretion, without limitation, to:

• (a) determine the Persons who are eligible to be Participants in accordance with Section 3.4;

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• (b) make grants of Options under the Plan relating to the issuance of Shares in such amounts, to such Participants and, subject to the provisions of the Plan, on such terms and conditions as it determines including without limitation:

• (i) the time or times at which Options may be granted, including the applicable Date of Grant

• (ii) the conditions under which an Option or any portion thereof may be granted to a Participant including, without limitation, the Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option):

• (iii) the consequences of a termination with respect to an Option;

• (iv) the number of Shares subject to each Option;

• (v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Option, and the nature of such restrictions or limitations, if any; and

• (vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Option, based on such factors as the Plan Administrator may determine;

• (c) establish the form or forms of the Option Certificate and Exercise Notice;

• (d) amend the terms of any Option, subject to and in accordance with the terms and conditions of the Plan;

• (e) cancel, amend, adjust or otherwise change any Option under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Plan, including but not limited to:

• (i) allowing non-Vested Options to be treated as Vested upon termination of employment or service of a Participant, as to any or all of termination, death or Disability;

• (ii) providing that the Options with respect to certain classes, types or groups of Participants will have different acceleration, forfeiture, termination, continuation or other terms than other classes, types or groups of Participants;

• (iii) providing for the continuation of any Option for such period which is not longer than 12 months from the Termination Date or 12 months from the date of death or Disability of the Participant, and upon such terms and conditions as are determined by the Plan Administrator in the event that a Participant ceases to be an Executive, Employee or Consultant, as the case may be;

• (iv) providing that Vested Options may be exercised for periods longer or different from those set forth in the Plan, subject to the applicable rules of the Exchange; and

• (v) setting any other terms for the exercise or termination of an Option upon termination of employment or service;

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• (f) construe and interpret the Plan and all Option Certificates;

• (g) determine all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the Market Price of the Shares;

• (h) correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

• (i) determine whether, to what extent, and under what circumstances an Option may be exercised in cash, through a cashless exercise or through net exercise pursuant to Section 4.8;

• (j) determine the duration and purposes of leaves of absence from employment or engagement by the Corporation which may be granted to Participants without constituting a termination of employment or engagement for purposes of the Plan;

• (k) authorize Persons to execute such documents and instruments as may be necessary to carry out the purposes of the Plan and grants of Options from time to time hereunder;

• (l) prescribe, amend, and rescind rules and regulations relating to the administration of the Plan; and

• (m) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

3.2

Delegation to Committee

• (a) The initial Plan Administrator shall be the Board.

• (b) To the extent permitted by Applicable Law, the Board may, from time to time, delegate to a committee of the Corporation (the “ Committee ”), consisting of not less than two of its members, all or any of the powers conferred on the Plan Administrator pursuant to the Plan, including the power to sub-delegate to any specified Directors or Officers all or any of the powers delegated by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

• (c) In the event the Board delegates to the Committee all or any of the powers conferred on the Plan Administrator pursuant to the Plan, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. Any decision made or action taken by the Committee or any sub-delegate arising out of or in connection with the administration or interpretation of the Plan in this context is final and conclusive and binding on the Corporation and all affiliates of the Corporation, all Participants and all other Persons.

3.3 Determinations Binding

Any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration interpretation

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of the Plan is final, conclusive and binding on all affected Persons, including the Corporation and any of its Subsidiaries, the affected Participants and their Personal Representatives, any shareholder of the Corporation and all other Persons.

3.4 Eligibility

Subject to the discretion of the Plan Administrator, all Executives, Employees and Consultants are eligible to participate in the Plan. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Executive, Employee or Consultant any right to receive any grant of an Option pursuant to the Plan. In addition, in order to be eligible to receive Options, in the case of Employees and Consultants, the Option Certificate to which they are a party must contain a representation of the Corporation and of such Employee or Consultant, as the case may be, that such Employee or Consultant is a bona fide Employee or Consultant of the Corporation or a Subsidiary of the Corporation, as the case may be. Options may be granted to a Company that is wholly-owned by an individual Executive, Employee or Consultant.

For clarity, Investor Relations Service Providers may not be granted any other Security Based Compensation Arrangements except for Options under the Plan.

3.5 Board Requirements

Any Option granted under the Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Option upon any securities exchange or under any Applicable Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Liability Limitation and Indemnification

No member of the Board or the Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Option Certificate or any Option granted hereunder.

3.7 Total Shares Subject to Options

Subject to adjustment pursuant to Article 7, the number of Shares hereby reserved for issuance to Participants under the Plan shall not exceed 10% of the number of Shares which are issued and outstanding on the particular date of grant of Options. There are stock options (the “ Outstanding Options ”) outstanding on the date hereof which were granted under the Prior Plan, which will remain in full force and effect in accordance with their terms. The number of Shares issuable upon exercise of the Outstanding Options shall be included in the calculation of the maximum number of Shares issuable pursuant to Options. Any Shares subject to an Option which has been granted under the Plan and which has been cancelled, terminated, surrendered, forfeited or expired without having been exercised as provided for in the Plan shall again be available under the Plan.

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3.8 Limits on Options

Notwithstanding anything in the Plan, if the Corporation is listed on the TSXV, the following limitations shall apply to the Plan and all Options thereunder so long as such limitations are required by the TSXV:

• (a) unless disinterested Shareholder Approval is obtained in accordance with the policies of the TSXV (or unless permitted otherwise by the policies of the TSXV):

• (i) the maximum number of Shares that may be issued to any one Participant (and where permitted pursuant to the policies of the TSXV, any Company that is wholly-owned by the Participant) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12-month period, may not exceed 5% of the issued Shares calculated on the Date of Grant;

• (ii) the maximum number of Shares that are issuable pursuant to all the Corporation’s Security Based Compensation Arrangements granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the issued Shares, calculated as at the date any security based compensation of the Corporation is granted or issued to any Insider; and

• (iii) the maximum number of Shares that are issuable pursuant to all the Corporation’s Security Based Compensation Arrangements granted or issued to Insiders (as a group) must not exceed 10% of the issued Shares at any point in time;

• (b) the maximum number of Shares that may be issued to any one Consultant under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12-month period, may not exceed 2% of the issued Shares calculated on the Date of Grant;

• (c) the maximum number of Shares issuable pursuant to Options which may be granted within any 12-month period to Investor Relations Service Providers (as a group) must not exceed 2% of the issued Shares calculated on the Date of Grant;

• (d) Options granted to Investor Relations Service Providers must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period; and

• (e) any Options granted to a Participant who ceases to be a Participant under the Plan for any reason whatsoever shall terminate at a date no later than 12 months from the date such Participant ceases to be a Participant under the Plan.

3.9 Option Certificates

Each Option under the Plan will be evidenced by an Option Certificate. Each Option Certificate will be subject to the applicable provisions of the Plan and will contain such provisions as are required by the Plan and any other provisions that the Plan Administrator may direct.

3.10 Non-transferability of Options

Except to the extent that certain rights may pass to a beneficiary or Personal Representative upon death of a Participant by will or as required by law, no Option is assignable or transferable.

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3.11 Resale Restrictions

Any Shares issued by the Corporation upon exercise or settlement of an Option are subject to any resale and trading restrictions in effect pursuant to Applicable Laws and the policies of the Exchange, and the Corporation shall be entitled to place any restriction or legend on any certificates representing such Shares accordingly. Any Option Certificate will bear the following legend, if required pursuant to the policies of the TSXV:

“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate, and any securities issued upon exercise hereof, may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [ NTD: The date that is four months and one day after the date of the grant of the Option will be inserted ].”

Any certificate representing Shares issued pursuant to an exercise of an Option before the date that is four month and one day after the date of grant of an Option will bear the following legend, if required pursuant to the policies of the TSXV:

“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [ NTD: The date that is four months and one day after the date of the grant of the Option will be inserted ].”

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to Corporate Policies, the provisions of the Plan and such other terms and conditions as the Plan Administrator may determine, grant Options to any Participant, and in doing so, may, without limitation, in its discretion, (a) designate the Participants who may receive Options under the Plan, (b) fix the number of Options to be granted to each Participant and the date or dates on which such Options shall be granted, and (c) determine the relevant conditions and vesting schedules in respect of any Options.

4.2 Options Account

All Options received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation as of the Date of Grant. The terms and conditions of each Option grant shall be evidenced by an Option Certificate.

4.3 Exercise Period of Options

Subject to Sections 4.10, 5.1, and 7.4 and Article 6, the Date of Grant and the Expiry Date of an Option shall be the dates fixed by the Plan Administrator at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option, provided that the duration of such Option will not exceed the maximum term permitted by each organized trading facility on which the Shares are listed, being

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10 years for the TSXV from the Date of Grant of such Option (subject to extension where the Expiry Date is within a Black-Out period pursuant to Section 5.1).

4.4 Number of Shares under an Option

The number of Shares which may be purchased pursuant to an Option shall be determined by the Plan Administrator and shall be set out in the Option Certificate issued in respect of the Option.

4.5 Exercise Price of an Option

The Exercise Price at which a Participant may purchase a Share upon the exercise of an Option shall be determined by the Plan Administrator and shall be set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the Market Price of the Shares as of the Date of Grant. The Market Price of the Shares for a particular Date of Grant shall be determined as follows:

• (a) for each organized trading facility on which the Shares are listed, Market Price will be:

• (i) the closing trading price of the Shares on the day immediately preceding the issuance of the news release announcing the grant of the Option, or

• (ii) if, in accordance with the policies of the TSXV, the Corporation is not required to issue a news release to announce the grant and exercise price of the Option, the closing trading price of the Shares on the day immediately preceding the Date of Grant,

and may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities;

• (b) if the Shares are listed on more than one organized trading facility, the Market Price shall be the Market Price as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the Shares are listed, as determined by the Plan Administrator, subject to any adjustments as may be required to secure all necessary Regulatory Approvals;

• (c) if the Shares are listed on one or more organized trading facilities but have not traded during the ten trading days immediately preceding the Grant Date, then the Market Price will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Plan Administrator; and

• (d) if the Shares are not listed on any organized trading facility, then the Market Price will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Plan Administrator to be the fair value of the Shares, taking into consideration all factors that the Plan Administrator deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms’ length.

Notwithstanding anything else contained herein, in no case will the Market Price be less than the minimum prescribed by each of the organized trading facilities that would apply to the Corporation on the Date of Grant in question.

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4.6 Vesting of Options and Acceleration

Subject to the limitations in Section 3.8 and all Applicable Laws, the vesting schedule for an Option, if any, shall be determined by the Plan Administrator and shall be set out in the Option Certificate issued in respect of the Option. The Plan Administrator may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Participant under Section 8.2 of the Plan. Notwithstanding the foregoing, if the Corporation is listed on the TSXV, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

4.7 Additional Terms

Subject to all Applicable Laws and all necessary Regulatory Approvals, the Plan Administrator may attach additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Corporation shall prevail over the terms and conditions in the Option Certificate.

4.8 Exercise of Options

An Option may be exercised only by the Participant or the Personal Representative of any Participant. A Participant or the Personal Representative of any Participant may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Plan Administrator the required Exercise Notice, the applicable Option Certificate and one of following forms of consideration, subject to Applicable Laws:

• (a) Cash Exercise - Consideration may be paid by a Participant 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 - Subject to approval from the Plan Administrator and further subject to the Shares being traded on the Exchange, consideration may be paid by a Participant as follows: (i) a brokerage firm loans money to the Participant in order for the Participant to exercise Options to acquire the underlying Shares (the “ Loan ”); (ii) the brokerage firm then sells a sufficient number of Shares to cover the Exercise Price of the Options that were exercised by the Participant in order to repay the Loan; and (iii) the brokerage firm receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of the Shares or the cash proceeds from the balance of such Shares.

• (c) Net Exercise - Subject to approval from the Plan Administrator and further subject to the Shares being traded on the Exchange, consideration may be paid by reducing the number of Shares otherwise issuable under the Options such that, in lieu of a cash payment to the Corporation, a Participant, excluding Investor Relations Service Providers, only receives the number of Shares that is equal to the quotient obtained by dividing: (i) 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 (ii) the VWAP of the underlying Shares. The number of Shares delivered to the Participant may be further reduced to satisfy applicable tax withholding obligations pursuant to Section 5.2. In the event of a net exercise, the number of Options exercised, surrendered or converted, and not

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the number of Shares issued, must be included in calculating the limits set forth in Sections 3.7 and 3.8.

4.9 Issue of Share Certificates or Direct Registration Statements

As soon as reasonably practicable following the receipt of the Exercise Notice, the Plan Administrator shall cause to be delivered to the Participant a certificate or direct registration statement for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Plan Administrator shall also provide a new Option Certificate for the balance of Shares available under the Option, being the number of Shares subject to the Option Certificate surrendered less the number of Shares purchased and, if applicable, the number of Options exercised, surrendered or converted in accordance with Section 4.8(c), to the Participant concurrent with delivery of the certificate or direct registration statement for the Shares.

4.10 Termination of Options

Subject to such other terms or conditions that may be attached to Options granted hereunder, a Participant may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Plan Administrator at the time the Option is granted as set out in the Option Certificate and the date established, if applicable, pursuant to Article 6.

ARTICLE 5 ADDITIONAL OPTION TERMS

5.1 Black-Out Period

If the Expiry Date for an Option occurs during the Black-Out period, then, notwithstanding any other provision of the Plan, the Option shall be extended no more than ten Business Days after the date the BlackOut is lifted by the Corporation, unless the delayed expiration would result in tax penalties or the Participant or the Corporation is subject to a cease trade order in respect of the Corporation’s securities.

5.2 Withholding Taxes

The granting, vesting or exercise of each Option under the Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or exercise, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a Subsidiary of the Corporation is obliged to remit to the relevant taxing authority in respect of the granting, vesting or exercise of the Option. Any such additional payment is due no later than the date on which such amount with respect to the Option is required to be remitted to the relevant tax authority by the Corporation or a Subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or a Subsidiary of the Corporation to the Participant, (b) require the sale of a number of Shares issued upon exercise or vesting of such Option and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount. If the Corporation is listed on the TSXV, the Corporation will ensure that any tax withholding made by the Corporation under the Plan is conducted in compliance with Policy 4.4.

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Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Options granted under the Plan, whether arising as a result of the grant or payment in respect of the Option or otherwise. The Corporation, the Plan Administrator and the Board make no guarantees to any Person regarding the tax treatment of an Option or issuances of Shares and none of the Corporation, the Board, the Plan Administrator or any of the Executives, Employees, Consultants, agents, advisors or representatives of the Corporation or the Subsidiary of the Corporation shall have any liability to a Participant with respect thereto.

5.3 Recoupment

Notwithstanding any other terms of the Plan, Options may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or a Subsidiary of the Corporation and in effect at the Date of Grant of the Option, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 5.3 to any Participant or category of Participants.

5.4 No Other Benefit

• (a) No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share or the value of any Option granted, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

• (b) The Corporation makes no representations or warranties to Participants with respect to the Plan or any Options whatsoever. Participants are expressly advised that the value of any Options issued pursuant to the Plan will fluctuate as the trading price of the Shares fluctuates.

• (c) In seeking the benefits of participation in the Plan, the Participant shall exclusively accept all risks associated with a decline in the trading price of the Shares and all other risks associated with the holding of any Options.

ARTICLE 6 TERMINATION OF EMPLOYMENT OR SERVICES

6.1 Termination of Participant

Subject to Article 7 and unless otherwise determined by the Plan Administrator or as set forth in an Option Certificate:

• (a) where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation for Cause, then each Option held by the Participant that has not Vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date. The Plan Administrator, in its discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. In addition, where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation for Cause, the Plan Administrator may, in its discretion, determine that all Options held by the Participant that have Vested as of the Termination Date shall immediately become forfeited, cancelled, null and void, failing which, all Options held by the Participant that have Vested as of the Termination Date shall be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and

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(iii) the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period;

• (b) where a Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant, then each Option held by the Participant that has not Vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date. All Options held by the Participant that have Vested as of the Termination Date shall be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and (iii) the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period;

• (c) where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice); then:

• (i) subject to Section 4.6, a portion of any Options held by the Participant that are not yet Vested shall immediately vest, with such portion to be equal to the number of unvested Options multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date the unvested Options were originally scheduled to vest. For clarity and by way of example, if a Participant’s employment is terminated 400 days following the Date of Grant and unvested Options were originally scheduled to vest 600 days from the Date of Grant, two-thirds of the unvested Options will immediately vest;

• (ii) subject to Section 6.1(c)(i) , any Options held by the Participant that are not yet Vested at the Termination Date after the application of Section 6.1(c)(i) shall be immediately forfeited to the Corporation; and

• (iii) any Options held by the Participant that have Vested as of the Termination Date or Vested pursuant to Section 6.1(c)(i) shall be settled in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and (iii) the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period;

• (d) notwithstanding that such date may be prior to the Termination Date, a Participant’s eligibility to receive further grants of Options under the Plan ceases as of the date that: (i) the Corporation or a Subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment or services are terminated in the circumstances contemplated by this Section 6.1, or (ii) the Participant provides the Corporation or a Subsidiary of the Corporation, as the case may be, with written notification of the Participant’s voluntary resignation;

• (e) unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options shall not be affected by a change of employment agreement or arrangement, or directorship within or among the Corporation or a Subsidiary of the

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Corporation for so long as the Participant continues to be an Executive, Employee or Consultant, as applicable, of the Corporation or a Subsidiary of the Corporation.

6.2 Leave of Absence

If a Participant is on sick leave or other bona fide leave of absence, such Participant shall continue to be deemed a “Participant” for the purposes of an outstanding Option during the period of such leave, provided that it does not exceed 90 days (or such longer period as may be determined by the Plan Administrator in its discretion). If the period of leave exceeds 90 days (or such longer period as may be determined by the Plan Administrator in its discretion), the relationship shall be deemed to have been terminated by the Participant voluntarily on the 91st day (or the first day immediately following any period of leave in excess of 90 days as approved by the Plan Administrator) of such leave, unless the Participant’s right to reemployment or reengagement of services with the Corporation or a Subsidiary of the Corporation, as applicable, is guaranteed by statute or contract.

6.3 Death or Disability

Subject to Section 4.6, where a Participant’s employment or services are terminated by reason of the death of the Participant or the Participant becomes Disabled, then each Option held by the Participant that has not Vested as of the date of the death or Disability, as applicable, of such Participant shall vest on such date, and be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; and (ii) first anniversary of the date of the death or Disability of the Participant. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period. A Participant’s eligibility to receive further grants of Options under the Plan ceases as of the date of the death or Disability of the Participant.

6.4 Discretion to Permit Acceleration

Notwithstanding the provisions of this Article 6, subject to Sections 3.8(d) and 4.6 and any necessary Regulatory Approvals, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in Article 6, permit the acceleration of vesting of any or all Options, all in the manner and on the terms as may be authorized by the Plan Administrator, and if such discretion is taken and the vesting of any or all Options occurs, then such Options will be exercised in accordance with Section 4.8.

ARTICLE 7 EVENTS AFFECTING THE CORPORATION

7.1 Change in Control

Subject to any necessary Regulatory Approvals:

• (a) Unless determined otherwise by the Plan Administrator, if within 12 months following the completion of a transaction resulting in a Change in Control, (i) a Participant’s employment or directorship is terminated by the Corporation or a Subsidiary of the Corporation without Cause or (ii) a Participant resigns for Good Reason, without any action by the Plan Administrator, the vesting of all Options held by such Participant shall immediately accelerate and vest on the date of such Participant’s termination or resignation for Good Reason and the Options shall be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and (iii) the first anniversary of the Termination

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Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period.

• (b) Notwithstanding Section 7.1(a), the Plan Administrator may, without the consent of any Participant, and subject to prior TSXV acceptance pursuant to Section 8.2(a), as applicable, take such steps as it deems necessary or desirable in connection with a Change in Control, including, without limitation, to cause: (i) the conversion or exchange of any outstanding Options into or for, rights or other securities of substantially equivalent value (or greater value), as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Options to vest and become realizable, or payable; (iii) restrictions applicable to an Option to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iv) the termination of an Option in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the settlement of such Option or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the settlement of such Option or realization of the Participant’s rights, then such Option may be terminated by the Corporation without payment); (v) the replacement of such Option with other rights or property selected by the Board in its discretion; or (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 7.1(a), the Plan Administrator will not be required to treat all Options similarly in the transaction.

7.2 Triggering Events

Subject to any necessary Regulatory Approvals and notwithstanding any other provisions of the Plan or any Option Certificate, the Plan Administrator may, without the consent of the Participant in question cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a Triggering Event, provided that the Corporation must give written notice to the Participant in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Participant the opportunity to exercise the Vested portion of the Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Corporation proposes to terminate shall become immediately exercisable. Notwithstanding the foregoing, if the Corporation is listed on the TSXV, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

7.3 Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control, or in the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control, that would warrant the amendment or replacement of any existing Options in order to adjust the number of Shares that may be acquired on the vesting of outstanding Options and/or the terms of any Option in order to preserve proportionately the rights and obligations of the Participants holding such Options, the Plan Administrator may, subject to the prior approval of the Exchange, if required, authorize such steps to be taken as it may consider to be equitable

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and appropriate to that end, including, but not limited to, permitting the immediate vesting of any unvested Options and amending the Exercise Price payable per Share. For greater certainty, neither this Section 7.3 nor any other provision in the Plan permit a Participant to receive additional security based compensation in lieu of dividends declared by the Corporation.

7.4 Assumptions of Options in Acquisitions

Notwithstanding any other provision of the Plan, in connection with a Reverse Takeover, a Change of Business, a Reorganization or an acquisition pursuant to Policy 5.3 – Acquisitions and Dispositions of NonCash Assets of the TSXV Manual, subject to prior TSXV acceptance, security based compensation of a target Company may be cancelled and replaced with substantially equivalent Options under the Plan without shareholder approval, provided that the rules of the TSXV are complied with.

7.5 No Restriction on Action

The existence of the Plan and of any Options granted hereunder shall not affect, limit or restrict in any way the right or power of the Corporation, the Board or the Corporation’s shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise. No Participant or any other Person shall have any claim against any member of the Committee or the Corporation or any Employees, Officers or agents of the Corporation as a result of any such action.

7.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 7, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Options.

7.7 Fractions

No fractional Shares will be issued pursuant to an Option. Accordingly, if, as a result of any adjustment under this Article 7, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares (rounded down to the nearest whole number) and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 8 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

8.1 Discretion of the Plan Administrator

Subject to any Regulatory Approvals, including, where required, the approval of the TSXV and to Section 8.2, the Plan Administrator may, from time to time, without notice to or approval of the Participants or of the shareholders of the Corporation, amend, modify, change, suspend or terminate the Plan or any Options granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that, no such amendment, modification, change, suspension or termination of the Plan or any Options granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such

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adjustment is required or desirable in order to comply with any Applicable Laws or Exchange requirements or as otherwise set out in the Plan.

8.2 Amendment of Option or Plan

Notwithstanding Section 8.1 and subject to any rules of the Exchange, if the Corporation is listed on the TSXV, the following limitations shall apply to the Plan and all Options thereunder so long as such limitations are required by the TSXV:

• (a) any adjustment to Options, other than in connection with a security consolidation or security split, is subject to the prior acceptance of the TSXV and the issuance of a news release by the Corporation outlining the terms thereof;

• (b) any amendment to the Plan is subject to the prior acceptance of the TSXV, except for amendments to: (i) reduce the number of Shares that may be issued under the Plan, (ii) increase the Exercise Price of Options, or (iii) cancel Options;

• (c) subject to any rules of the TSXV, approval of shareholders of the Corporation shall be required for any amendment to the Plan except for amendments to: (i) fix typographical errors, and (ii) clarify existing provisions of the Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and

• (d) any reduction in the Exercise Price of an Option, or extension to the Expiry Date of an Option, held by an Insider at the time of the proposed amendment is subject to disinterested shareholder approval in accordance with the policies of the TSXV and the issuance of a news release by the Corporation outlining the terms thereof.

ARTICLE 9 MISCELLANEOUS

9.1 Legal Requirement

The Corporation is not obligated to grant any Options, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

9.2 Rights of Participant

No Participant has any claim or right to be granted an Option and the granting of any Option is not to be construed as giving a Participant a right to remain as an Executive, Employee or Consultant of the Corporation or a Subsidiary of the Corporation. Neither the Participant nor such Participant’s Personal Representatives shall have any rights whatsoever as a shareholder of the Corporation in respect of Shares issuable pursuant to any Option until the allotment and issuance to such Participant or the liquidator, executor or administrator, as the case may be, of the estate of such Participant, of certificates representing such Shares (or in the case of Shares issued in uncertificated form, receipt of evidence of a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Corporation).

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9.3 Conflict

In the event of any conflict between the provisions of the Plan and the provisions of an Option Certificate, an employment agreement or another written agreement between the Corporation or a Subsidiary of the Corporation and a Participant, the provisions of the Plan shall govern.

9.4 Anti-Hedging Policy

By accepting the Option, each Participant acknowledges that he or she is restricted from purchasing financial instruments such as 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 Options.

9.5 No Guarantee of Tax Consequences

Neither the Plan Administrator nor the Corporation makes any commitment or guarantee that any specific tax treatment will apply or be available to the Participants.

9.6 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such Persons (including Persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

9.7 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant.

9.8 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its affiliates.

9.9 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

9.10 Notices

All written notices to be given by the Participant to the Corporation shall be delivered by (a) hand or courier, with all fees and postage prepaid, addressed using the information specified below, or designated otherwise by the Corporation in writing; or (b) email to the email address that the parties regularly use to correspond with one another or to any other email address specified by the Corporation in writing to the Participant:

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PPX Mining Corp. 82 Richmond Street East Toronto, Ontario M5C 1P1

Attention: Chief Financial Officer

Such notices are, if delivered by hand or by courier, deemed to have been given by the sender and received by the addressee at the time of delivery. Any notice sent by email will be deemed to have been given by the sender and received by the addressee on the first Business Day after it was transmitted. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

9.11 Effective Date and Replacement

The Plan shall become effective upon the receipt of all required shareholder and regulatory approvals, being the Effective Date, and will replace the Prior Plan. All awards granted under the Prior Plan and which remain outstanding at the Effective Date will remain in full force and effect in accordance with their terms; however, following the Effective Date, no additional grants shall be made under the Prior Plan, and the Prior Plan will terminate on the date upon which no further Outstanding Options remain outstanding.

9.12 Governing Law

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

9.13 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including with respect to the grant of Options and any issuance of Shares made in accordance with the Plan.