PPX Mining — AGM Information 2024

Mar 6, 2024

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 Thursday, March 28, 2024 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 years ended September 30, 2023 and 2022 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 ratify, confirm and approve the Corporation’s stock option plan, as more particularly described in the accompanying information circular of the Corporation (the “ Information Circular ”); and

6. 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 February 16, 2024 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 416.595-9593 or by following the procedure for 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 16th day of February, 2024.

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 THURSDAY, MARCH 28, 2024

This information is given as of February 16, 2024 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.

All dollar amounts referenced herein are to Canadian dollars, unless otherwise specified.

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.

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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 416.595.9593 or by following the procedure for 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.

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”.

The Corporation is not taking advantage of the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer that permit the Corporation to deliver proxy-related materials directly to its NOBOs.

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

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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 office of the Corporation at 82 Richmond Street East, Toronto, ON M5C 1P1 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.

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 ratification of the Option Plan (as defined below). See “ Matters to be Approved at the Meeting ”.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On February 16, 2024, an aggregate of 636,077,828 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 February 16, 2024 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.

The Articles of the Corporation provide that a quorum for the transaction of business at a meeting of shareholders is two persons present in person holding or representing by proxy not less than 5% of the issued Shares having voting rights at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, the following persons beneficially own, 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(1)	Percentage of Shares Held
Donald Smith Value Fund, L.P.	89,132,000	14.01%
Kari Takahashi Nabeta	135,237,869	21.26%
Humberto Takahashi Suenaga and Kari Takahashi Nabeta	72,556,000	11.41%

(1) The above information was obtained from the System for Electronic Disclosure by Insiders on February 16, 2024.

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, 2023 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.

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For the financial year ending September 30, 2023, the Corporation had the following Named Executive Officers: John Thomas, Interim CEO, and Pompeyo Gallardo, CFO and Corporate Secretary.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table of compensation, excluding stock options (each an “ Option ”) 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, 2023 and 2022. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities ” below.

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Prerequisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
John Thomas(1) Interim CEO and Director	2023 2022	170,044 60,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	170,044 60,000
Pompeyo Gallardo(2) CFO and Corporate Secretary	2023 2022	204,000 91,000	20,000 Nil	Nil Nil	Nil Nil	Nil Nil	224,000 91,000
Brian Imrie(3) Executive Chairman and Director	2023 2022	49,181 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	49,181 Nil
John Menzies Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Florian Siegfried Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Fernando Pickmann Dianderas(4) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Dr. Thomas was appointed Interim CEO effective August 31, 2022. All payments were made to Jat MetConsult Ltd., a private company controlled by Mr. Thomas, which provides the services of Mr. Thomas as the Corporation’s CEO.

(2) Mr. Gallardo was appointed CFO and Corporate Secretary effective July 15, 2022. All payments were made to Real Green Corp., a private company controlled by Mr. Gallardo, which provides the services of Mr. Gallardo as the Corporation’s CFO and Corporate Secretary.

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

(4) Mr. Pickmann Dianderas was appointed a director of the Corporation effective September 29, 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 Option grants under the 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

The following table discloses all compensation securities granted or issued to each director and NEO by the Corporation or one of its subsidiaries during the financial years ended September 30, 2023 and 2022 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries:

			Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security(1)	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class (#)	Date of Issue or Grant	Issue, Conversion or Exercise Price(2) ($)	Closing Price of Securities or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiration Date
Brian Imrie(3) Executive Chairman and Director	Options	3,000,000 (10%)	March 3, 2023	$0.04	$0.025	$0.025	March 3, 2030
		3,000,000 (18.75%)	September 22, 2022	$0.04	$0.025	$0.02	September 22, 2029
John Thomas(4) Interim CEO and Director	Options	3,000,000 (10%)	March 3, 2023	$0.04	$0.025	$0.025	March 3, 2030
		3,000,000 (18.75%)	September 22, 2022	$0.04	$0.025	$0.02	September 22, 2029
Pompeyo Gallardo(5) CFO and Corporate Secretary	Options	2,250,000 (7.5%)	March 3, 2023	$0.04	$0.025	$0.025	March 3, 2030
		2,250,000 (14.06%)	September 22, 2022	$0.04	$0.025	$0.02	September 22, 2029
John Menzies(6) Director	Options	2,250,000 (7.5%)	March 3, 2023	$0.04	$0.025	$0.025	March 3, 2030
		2,250,000 (14.06%)	September 22, 2022	$0.04	$0.025	$0.02	September 22, 2029
Florian Siegfried(7) Director	Options	2,250,000 (7.5%)	March 3, 2023	$0.04	$0.025	$0.025	March 3, 2030
		2,250,000 (14.06%)	September 22, 2022	$0.04	$0.025	$0.02	September 22, 2029
Fernando Pickmann Dianderas(8) Director	Options	2,250,000 (7.5%)	March 3, 2023	$0.04	$0.025	$0.025	March 3, 2030
		2,250,000 (14.06%)	September 22, 2022	$0.04	$0.025	$0.02	September 22, 2029

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

(2) The exercise prices of the outstanding Options were adjusted to $0.05 as under the current TSX Venture Exchange (“ TSXV ” or “ Exchange ”) policies the minimum allowable exercise price for stock options for a TSXV issuer is $0.05.

(3) As at September 30, 2023, Mr. Imrie held 6,000,000 Options entitling him to acquire, upon exercise, 6,000,000 Shares. All Options were vested as at September 30, 2023.

(4) As at September 30, 2023, Dr. Thomas held 6,000,000 Options entitling him to acquire, upon exercise, 6,000,000 Shares. All Options were vested as at September 30, 2023.

(5) As at September 30, 2023, Mr. Gallardo held 4,500,000 Options entitling him to acquire, upon exercise, 4,500,000 Shares. All Options were vested as at September 30, 2023.

(6) As at September 30, 2023, Mr. Menzies held 4,500,000 Options entitling him to acquire, upon exercise, 4,500,000 Shares. All Options were vested as at September 30, 2023.

• (7) As at September 30, 2023, Mr. Siegfried held 4,500,000 Options entitling him to acquire, upon exercise, 4,500,000 Shares. All Options were vested as at September 30, 2023.

• (8) As at September 30, 2023, Mr. Pickmann Dianderas held 4,500,000 Options entitling him to acquire, upon exercise, 4,500,000 Shares. All Options were vested as at September 30, 2023.

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Exercises of Compensation Securities by Directors and Named Executive Officers

No compensation securities were exercised by the directors and Named Executive Officers of the Corporation and its subsidiaries during the financial years ended September 30, 2023 and 2022.

Stock Option Plan and Other Inventive Plans

The Corporation currently has in place a “rolling 10%” stock option plan (the “ Option Plan ”), which replaced the Corporation’s prior amended and restated rolling 10% stock option plan on February 1, 2023.

The purpose of the 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 Options under the 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 following is a summary of certain provisions of the Option Plan:

Eligibility

The 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 Shares that may be issued to Option Plan Participants under the 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.

Limits on Participation

The 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 Option Plan, together with any other security based compensation arrangements, within a 12month 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 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

• (iii) the maximum number of Shares that may be issued to insiders collectively under the 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 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.

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Administration

The plan administrator of the 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 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 Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the 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 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 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 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 Option Plan, and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the 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;

• 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

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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 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 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 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 Option Plan. Voluntary resignation of an Option Plan Participant: Forfeiture of all unvested Options. Exercise of vested Options in accordance with the 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 Option Plan.[1] Forfeiture of the remaining unvested Options. Exercise of vested Options in accordance with the 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 Option Plan. Termination or voluntary resignation Acceleration of vesting of all unvested Options. for good reason within 12 months of a Exercise of vested Options in accordance with the 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 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 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 Option Plan

Subject to any necessary regulatory approvals, the 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.

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The following limitations apply to the 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 Option Plan is subject to prior Exchange acceptance, except for amendments to reduce the number of Shares issuable under the Option Plan, to increase the exercise price of Options or to cancel Options;

• any amendments made to the 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 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 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 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.

The foregoing summary of the Option Plan is qualified in its entirety to the fully copy of the Option Plan, which will be available at the Meeting

In accordance with the policies of the TSXV, “rolling 10% stock option plans” must be approved annually at the annual meeting by the shareholders of the Corporation. Accordingly, the shareholders of the Corporation will be asked at the Meeting to ratify, confirm and approve the Option Plan. The Option Plan was last approved by the shareholders at the Corporation’s annual and special meeting held on December 16, 2022 and by the Exchange on February 1, 2023. See “ Matters to be Approved at the Meeting – Ratification of Approved Option Plan ” for details of the ratification of the Option Plan.

Employment, Consulting and Management Agreements

Jat MetConsult Ltd. Agreement

Effective August 31, 2022, the Corporation entered into a consulting and services agreement with John Thomas (“ Dr. Thomas ”) to act as Interim CEO of the Corporation (the “ Thomas Agreement ”) on a part-time basis. Pursuant to the terms of the Thomas Agreement, Dr. Thomas receives a fee of $15,000 per month plus disbursements and any applicable taxes (the “ Thomas Monthly Fee ”). In addition to the Thomas Monthly Fee, the Corporation agrees to pay to Dr. Thomas an additional fee of $200 per hour for the provision of any services provided in excess of 80 hours per month. Dr. Thomas is also eligible to receive incentive cash, share and stock option compensation as the Board may determine in its sole discretion.

The Thomas Agreement provides that Dr. Thomas may terminate the Thomas Agreement by giving not less than 60 days’ written notice to the Corporation. At the time Dr. Thomas provides the Corporation with notice of termination, the Corporation has the right to elect to terminate Dr. Thomas’ engagement at any time prior to the effective date of the termination. The Corporation may terminate the Thomas Agreement at any time: (a) by giving not less than 60 days’ written notice to Dr. Thomas; or (b) without notice (or payment in lieu thereof) with cause in certain circumstances. The Thomas Agreement does not contain any “change of control” provisions.

Real Green Corp. Agreement

Effective July 15, 2022, the Corporation entered into a consulting and service agreement (the “ Real Green Agreement ”) with Real Green Corp. (“ Real Green ”), a company wholly-owned by Mr. Pompeyo Gallardo, to provide CFO services

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through its representative, Mr. Pompeyo Gallardo on a part-time basis. Pursuant to the terms of the Real Green Agreement, Real Green receives a fee of $12,000 per month plus disbursements and any applicable taxes. Real Green is also eligible to receive any additional cash, share and stock option compensation as the Board may determine in its sole discretion.

Effective October 7, 2022, the Corporation entered into an addendum to the Real Green Agreement with Real Green pursuant to which the Real Green Agreement was modified to include the provisions that Real Green will cause Mr. Gallardo to provide both CFO and Corporate Secretary services to the Corporation in consideration for (a) $12,000 per month plus any disbursements and any applicable taxes for the CFO services (the “ CFO Fee ”); and (b) $5,000 per month plus any applicable taxes for the Corporate Secretary services (collectively with the CFO Fee, the “ Real Green Fee ”). The other provisions of the Real Green Agreement remain unchanged.

The Real Green Agreement provides that Real Green may terminate the Real Green Agreement by giving not less than 60 days’ written notice to the Corporation. At the time Real Green provides the Corporation with notice of termination, the Corporation has the right to elect to terminate Real Green’s engagement at any time prior to the effective date of the termination. The Corporation may terminate the Real Green Agreement at any time: (a) by giving not less than 60 days’ written notice to Real Green; or (b) without notice (or payment in lieu thereof) with cause in certain circumstances. In the event that the Corporation terminates the Real Green Agreement without advance notice or cause, the Corporation shall pay Real Green a termination payment equal to one year of the Real Green Fee. In the event that the Real Green Agreement is terminated without cause following a Change of Control (as defined below), the Corporation shall pay to Real Green a termination payment equal to two years of the Real Green Fee.

Pursuant to the Real Green Agreement, a “Change of Control” means (i) a reorganization, amalgamation, merger, takeover bid or other similar form of business combination (or plan of arrangement in connection with any of the foregoing) following which the shareholders of the Corporation immediately prior to such transaction (or series of transactions) cease to beneficially own, directly or indirectly, a majority of the Shares immediately following such transaction (or series of transactions); or (ii) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) to a third-party of all or substantially all of the Corporation’s assets.

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 financial years ended September 30, 2023 and 2022, 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. Mr. Gallardo received an annual cash bonus award of $20,000 in his capacity as CFO during the financial year ended September 30, 2023. No annual cash bonus awards were paid by the Corporation to any other NEOs during the financial years ended September 30, 2023 and 2022. See “ Statement of Executive Compensation – Director and Named Executive Officer Compensation, Excluding Compensation Securities ”.

Long-Term Incentive Programs . The allocation of 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 Options that are outstanding relative to the number of outstanding Shares in determining whether to make any new grants of Options and the size of such grants. Options were granted by the Corporation to directors and NEOs during the financial years ended September 30, 2023 and 2022. See “ Statement of Executive Compensation - Stock Options and Other Compensation Securities ”.

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 Option Plan as at the end of the Corporation’s most recently completed financial year ended September 30, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1) (c)
Stock Option Plan	30,000,000	$0.04	33,607,782

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• (1) Based on 10% of the total number of Shares outstanding as at September 30, 2023, which may be granted as Options under the terms of the Option Plan.

• (2) The exercise prices of the outstanding Options were adjusted to $0.05 as under the current TSXV policies the minimum allowable exercise price for stock options for a TSXV issuer is $0.05.

A summary of the material terms of the Option Plan is set out under “ Statement of Executive Compensation – Stock Option Plan and Other Incentive Plans ”. The shareholders of the Corporation will be asked at the Meeting to ratify, confirm and approve the Option Plan. See “ Matters to be Approved at the Meeting – Ratification of Approved 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, 2023 or in any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries.

The Corporation entered into an amended and restated gold and silver purchase agreement dated February 19, 2023 (the “ Amended and Restated GPA ”) with RIVI Opportunity Fund LP (“ RIVI ”), whereby the Corporation and RIVI agreed to restructure the Corporation’s streaming and payment obligations under the original gold and silver purchase agreement dated October 10, 2016 between the Corporation and RIVI, as amended (the “ Original GPA ”). John Menzies, a director of the Corporation, is the Managing Member and Founding Partner of RIVI Capital LLC, an affiliate of RIVI. In accordance with the Amended and Restated GPA, 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 Amended and Restated GPA. Under the terms of the Amended and Restated GPA, the Corporation also issued a secured convertible debenture dated February 19, 2023 (the “ Convertible Debenture ”) to RIVI in the amount of US$5,399,946, representing the amount owed to RIVI under the Original GPA as at September 30, 2022. The Convertible Debenture matures on the third anniversary of the date of issue and bears interest at a rate of 5% per annum, payable semi-annually. See the Corporation’s press releases dated February 21, 2023 and May 17, 2023, and a copy of the Amended and Restated GPA filed under the Corporation’s SEDAR+ profile at www.sedarplus.ca for further information.

The Corporation’s subsidiary Igor Mining Exploration S.A.C. (“ IME ”) entered into the Medium-Term Loan Agreement dated December 28, 2023 with Kari Takahashi Nabeta (the “ Lender ”), a person that beneficially owns or has control or direction over greater than 20% of the outstanding Shares, pursuant to which the Lender has agreed to advance an aggregate principal amount of US$6,000,000 (the “ Loan ”) in four tranches to IME to construct a carbon-in-leach and flotation processing plant to process mined material from the Corporation’s Callanquitas Mine. The Loan will accrue interest at an annual rate of 11.75%. For the initial six quarterly periods following the first advance of the Loan, IME will only pay interest on the principal amount that has been advanced on a quarterly basis, and thereafter, IME will repay the principal amount and accrued interest on the Loan in 12 quarterly payments. The Loan is subject to certain conditions precedent. For further information, see the Corporation’s press releases dated January 2, 2024 and September 20, 2023, available under the Corporation’s profile on the SEDAR+ website at www.sedarplus.ca.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since October 1, 2022, 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.

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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 current members of the Audit Committee:

Brian Imrie	Non-Independent (1)	Financiallyliterate (1)
John Menzies	Independent (1)	Financially literate (1)
Florian Siegfried(2)	Independent (1)	Financiallyliterate (1)
Bruno Kaiser(2)	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.

(2) Mr. Siegfried will not be standing for re-election as a director of the Corporation and Mr. Kaiser, a nominee independent director, will be appointed as chair of the Audit Committee following the Meeting to replace Mr. Siegfried.

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. Mr. Imrie 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. Mr. Menzies has over 19 years of experience with investment management companies at various stages of growth where he created, developed, and managed alternative strategies with a consistent record of outsized returns. With an emphasis on macroeconomic analysis, Mr. Menzies has extensive experience trading gold derivatives and investing in precious metals companies. Mr. Menzies was previously a Portfolio Manager with Wedbush Equity Management where he managed a hedgedequity 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. Mr. Menzies 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, Mr. 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.

Bruno Kaiser has over 30 years of global experience in investment banking within the US, UK and Canada where he headed various capital markets and industry groups. He has extensive experience in finance and strategic advisory. With a strong background in corporate finance and due diligence, Mr. Kaiser is highly skilled at mergers and acquisitions, equity and debt capital markets and investor relations. Mr. Kaiser is currently the CFO of Smile Digital Health. Mr. Kaiser holds a Bachelor of Commerce from McGill University, a Chartered Financial Analyst designation (“CFA”) and a MBA from INSEAD.

Audit Committee Oversight

At no time since the commencement of the Corporation’s financial year ended September 30, 2023 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

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Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s financial year ended September 30, 2023 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)
2023	$95,000	Nil	$6,346	$nil
2022	$89,253	Nil	$5,062	$nil

(1) Includes services for the annual audit of the Corporation’s financial statements. The 2023 Audit Fee is an estimate.

(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 requirements of Part 5 ( Reporting Obligations ) and Part 3 ( Composition of the Audit Committee ) of NI 52-110.

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 current directors, 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. Mr. Siegfried will not be standing for re-election as a director of the Corporation at the Meeting, and Mr. Kaiser will be standing for election as an independent director.

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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 ”.

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. and Snow Lake Resources Ltd.
	John Menzies	None
	John Thomas	ZincX Resources Corp.
	Florian Siegfried(1)	GoldQuest Mining Corp.

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	Name of Director		Name of Other Reporting Issuer
Fernando Pickmann Dianderas		Regulus Resources Inc., C3 Metals Inc. and Aldebaran Resources Inc.
Bruno Kaiser(2)		None

(1) Mr. Siegfried is not standing for re-election at the Meeting.

(2) Mr. Kaiser is a nominee director.

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. Mr. Florian Siegfried will not be standing for re-election at the Meeting and Mr. Bruno Kaiser will be seeking election as an independent director of the Corporation and will be appointed as chair of the Audit Committee following the Meeting. See director table below for further details. 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.

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 and investor. Corporate Director.	10,051,408

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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)
John Thomas(2)(5)(6)(9) British Columbia, Canada Interim CEO and Director	July 14, 2017	Metallurgical consultant. Management consultant.	Nil
John Menzies(4)(7) California, USA Director	January 9, 2017	Partner of RIVI Capital LLC	Nil
Fernando Pickmann Dianderas(3) Lima, Peru Director	September 29, 2022	Partner at Dentons Gallo Barrios Pickmann, a law firm; and President, Chief Operating Officer and Director of Regulus Resources Inc., an international mineral exploration company.	Nil
Bruno Kaiser(4) Panama City, Panama Nominee Director	Nominee	CFO of Smile Digital Health, a digital health company, from 2020 to present Prior to joining Smile Digital Health, Mr. Kaiser was a Managing Director, Head of Mining Industry Group at Desjardins Securities since 2017.	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. Mr. Kaiser will be appointed as chair of the Audit Committee following the Meeting.

• (5) Member of the Technical Committee.

• (6) Member of the Compensation Committee.

• (7) In accordance with the Amended and Restated GPA between the Corporation and 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 Amended and Restated GPA. See “ Interest of Informed Persons and Companies in Material Transactions ”.

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

• (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 British Columbia Securities Commission (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 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.

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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.

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 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 fully revoked on February 8, 2022.

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 10 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.

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. Ratification of Approved Option Plan

At the annual and special meeting of the shareholders held on December 16, 2022, the shareholders approved the Option Plan, which makes a total of 10% of the issued and outstanding Shares available for issuance upon the exercise of stock options granted thereunder. The Option Plan was approved by the Board on October 21, 2022 and was accepted by the Exchange on February 1, 2023.

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The Exchange requires all Exchange-listed companies who have adopted a stock option plan which reserves a maximum of 10% of the number of the Shares issued and outstanding on the applicable date of grant, to obtain shareholder approval of the stock option plan on an annual basis. Accordingly, the Corporation requests that the shareholders ratify, confirm and approve the Option Plan.

A summary of certain provisions of the Option Plan is provided under the heading “ Statement of Executive Compensation – Stock Option Plan and Other Incentive Plans ”, and a full copy of the Option Plan will be available at the Meeting. Shareholders may obtain a copy of the Option Plan in advance of the Meeting upon request to the Corporation at 82 Richmond Street East, Toronto, Ontario M5C 1P1. The Option Plan is subject to the acceptance of the Exchange. If the Exchange finds the disclosure regarding the Option Plan in this Information Circular to be inadequate, shareholder approval may not be accepted by the Exchange.

Option Plan Resolution

At the Meeting, the shareholders of the Corporation will be asked to ratify, confirm and approve an ordinary resolution, in substantially the following form, in order to approve the 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) the stock option plan (the “ Option Plan ”) of PPX Mining Corp. (the “ Corporation ”), substantially in the form approved by the shareholders of the Corporation at the annual and special meeting held on December 16, 2022, is hereby ratified, confirmed and approved;

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

• (c) the Board or any committee created pursuant to the Option Plan is authorized to make such amendments to the Option Plan from time to time as the Board may, in its discretion, consider to be appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities and in certain cases, in accordance with the terms of the Option Plan, the shareholders; and

• (d) 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.”

Recommendation of the Board

The Board has determined that the Option Plan is in the best interests of the Corporation and the shareholders and unanimously recommends that the shareholders vote in favour of ratifying, confirming and approving the 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 Option Plan or not to proceed with the 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.

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.

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ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR+ website at www.sedarplus.ca.

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 years ended September 30, 2023 and 2022, which are available on SEDAR+ at www.sedarplus.ca.

DATED at Vancouver, British Columbia the 16th day of February, 2024.

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

1. 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;

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

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

4. 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;

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

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

8. 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;

9. 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;

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

11. 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:

12. (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,

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

14. (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;

5. communicate directly with the auditors; and

6. 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.