Prospector Metals — AGM Information 2021

Apr 27, 2021

King George Financial Corporation

INFORMATION CIRCULAR AS OF APRIL 1, 2021 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2021

INTRODUCTION

This information circular accompanies the Notice of the Annual General Meeting (the “Meeting”) of the shareholders of King George Financial Corporation (the “Company”) to be held on May 21, 2021 at the time and place set out in the accompanying Notice of Meeting. This information circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting and at any adjournment of the Meeting .

PROXIES AND VOTING RIGHTS

Management Solicitation of Appointment of Proxies

Registered Shareholders

The persons named in the accompanying form of proxy are nominees of the Company’s management. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for and on the shareholder's behalf at the Meeting other than the persons designated as proxyholders in the accompanying form of proxy. To exercise this right, the shareholder must either:

• (a) on the accompanying form of proxy, strike out the printed names of the individuals specified as proxyholders and insert the name of the shareholder's nominee in the blank space provided; or

• (b) complete another proper form of proxy .

To be valid, a proxy must be dated and signed by the shareholder or by the shareholder’s attorney authorized in writing. In the case of a corporation, the proxy must be signed by a duly authorized officer of or attorney for the corporation.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed or a notarially certified copy of the power of attorney or other authority, must be delivered to the Company’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 Canada [Fax Within North America: 1-866-249-7775 Outside North America (416) 2639524, by 10:00 a.m. (Pacific time) on May 19, 2021 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting.

Non-Registered Shareholders

Only registered shareholders or duly appointed proxyholders for registered shareholders are permitted to vote at the Meeting. Shareholders who do not hold their shares in their own names (referred to herein as “Non-Registered Shareholders”) are advised that only proxies from shareholders of record can be recognized and voted at the Meeting.

If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in such shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. Accordingly, most shareholders of the Company are “Non-Registered Shareholders” because the shares they own are not

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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 a Non-Registered Shareholder in respect of shares which are held on behalf of that person, but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered 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. In Canada, the vast majority of such shares are registered under the name of CDS, which company acts as nominee for many Canadian brokerage firms. Shares so held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, brokers/nominees are prohibited from voting shares held for Non-Registered Shareholders. The directors and officers of the Company do not know for whose benefit the shares registered in the name of CDS or any other securities depositary firms or brokerage house are held.

In accordance with National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the form of proxy (the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Shareholders with a request for voting instructions. Applicable regulatory policy requires Intermediaries/brokers to seek voting instructions from Non-Registered Shareholders in advance of shareholders’ meetings unless the NonRegistered Shareholders have waived the right to receive meeting materials. Every Intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by NonRegistered Shareholders in order to ensure that their shares are voted at the Meeting. Often the request for voting instructions supplied to a Non-Registered Shareholder by its broker is identical to the form of proxy provided by the Company to the registered shareholders. However, it is not a valid proxy; rather it is to be used as a means of instructing the registered shareholder how to vote on behalf of the Non-Registered Shareholder. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the NonRegistered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the Company’s registrar and transfer agent, Computershare Trust Company of Canada as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary , and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

The majority of brokers now delegate responsibility for obtaining voting instructions from Non-Registered Shareholders to ADP Investor Communications Services (“ADP”). ADP typically supplies a special sticker to be attached to the proxy forms and asks Non-Registered Shareholders to return the completed proxy forms to ADP. ADP 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 Shareholder receiving

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such a proxy from ADP cannot use that proxy to vote shares directly at the Meeting – the proxy must be returned to ADP well in advance of the Meeting in order to instruct ADP how to vote the shares.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the shares of the Company which they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the Management Proxyholders and insert the name of the Non-Registered Shareholder (or such other person voting on behalf of the Non-Registered Shareholder) in the blank space provided or follow such other instructions as may be provided by their brokers/nominees. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

All references to shareholders in this Information Circular and the accompanying Notice of Meeting and form of proxy are to registered shareholders of record unless specifically stated otherwise.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before the proxy is exercised:

• (a) by an instrument in writing that is:

• (i) signed by the shareholder, the shareholder’s attorney authorized in writing or, where the shareholder is a corporation, a duly authorized officer or attorney of the corporation; and

• (ii) delivered to Computershare Investor Services Inc., 100 University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 Canada [Fax Within North America: 1-866-249-7775 Outside North America (416) 263-9524] or to the registered office of the Company at 2900 – 550 Burrard Street, Vancouver, British Columbia, V6C 0A3, Canada at any time up to and including the last business day preceding the day of the Meeting or any adjournment of the Meeting, or delivered to the Chair of the Meeting on the day of the Meeting or any adjournment of the Meeting before any vote on a matter in respect of which the proxy is to be used has been taken; or

• (b) in any other manner provided by law.

A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting of Shares and Proxies and Exercise of Discretion by Proxyholders

Voting By Show of Hands

Voting at the Meeting generally will be by a show of hands, with each shareholder present in person or by proxy and entitled to vote thereat being entitled to one vote.

Voting By Poll

Voting at the Meeting will be by poll only if a poll is:

• (a) requested by a shareholder present at the Meeting in person or by proxy;

• (b) directed by the Chair; or

• (c) required by law because the number of shares represented by proxy that are to be voted against the motion is greater than 5% of the Company's issued and outstanding shares.

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On a poll, each shareholder and each proxyholder will have one vote for each common (voting) share held or represented by proxy.

Approval of Resolutions

To approve a motion for an ordinary resolution, a simple majority of the votes cast in person or by proxy will be required; to approve a motion for a special resolution, a majority of not less than 75% of the votes cast in person or by proxy will be required.

Voting of Proxies and Exercise of Discretion By Proxyholders

A shareholder may indicate the manner in which the persons named in the accompanying form of proxy are to vote with respect to a matter to be acted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy on any ballot that may be called for.

If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the proxyholder named in the accompanying form of proxy. It is intended that the proxyholder named by management in the accompanying form of proxy will vote the shares represented by the proxy in favour of each matter identified in the proxy and for the nominees of the Company's Board of Directors for directors and auditor.

The accompanying form of proxy also confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this information circular, management of the Company is not aware of any such amendments or variations, or any other matters, that will be presented for action at the Meeting other than those referred to in the accompanying Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the accompanying form of proxy intend to vote on them in accordance with their best judgment.

Solicitation of Proxies

It is expected that solicitations of proxies will be made primarily by mail and possibly supplemented by telephone or other personal contact by directors, officers and employees of the Company without special compensation. The Company may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the costs incurred in obtaining authorization to execute forms of proxy from their principals. The costs of solicitation will be borne by the Company.

Notice and Access

The Company has elected not to use the new notice-and-access procedures under applicable securities legislation to send its proxy-related materials to shareholders, and paper copies of such materials will be sent to all shareholders.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Only shareholders of the Company who are listed on its register of shareholders on the record date of April 16, 2021 are entitled to receive notice of and to attend and vote at the Meeting or any adjournment of the Meeting (see “Voting of Shares and Proxies and Exercise of Discretion by Proxyholders” above).

As of April 1, 2021, the authorized capital of the Company consists of an unlimited number of Common Shares without par value of which 39,556,460 Common Shares are issued and outstanding.

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In order to have a quorum for the Meeting, two shareholders holding at least one-twentieth of the issued voting shares of the Company must be present at the Meeting in person or by proxy.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or controls or directs, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, other than as set out below:

Name	Number of Shares	Percentage of Outstanding Shares
C.T. Management Corporation	24,825,002	62.8%

RECEIPT OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended November 30, 2020 and accompanying auditor's report will be presented at the Meeting.

APPOINTMENT OF AUDITOR

The shareholders will be asked to vote for the appointment of Grant Thornton LLP, as the auditor of the Company to hold office until the next annual general meeting of shareholders of the Company at a remuneration to be fixed by the directors. Grant Thornton LLP, was first appointed as auditor of the Company on October 20, 2020.

The Company has an Audit Committee and the members of the Audit Committee are currently comprised of Andrew E. Saxton, Syed Abu Bakar bin Syed Mohsin Almohdzar and Michael Musa.

NUMBER OF DIRECTORS

Management intends to propose for adoption an ordinary resolution that the number of directors of the Company be fixed at six for the ensuing year. The shareholders will be requested at the Meeting to pass the following ordinary resolution:

“ IT IS HEREBY RESOLVED, AS AN ORDINARY RESOLTION, THAT the number of directors be fixed at six.”

ELECTION OF DIRECTORS

The Company's Board of Directors proposes to nominate the persons named in the table below for election as directors of the Company. Each director elected will hold office until the next annual general meeting of the Company or until his or her successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Company or the Business Corporations Act (British Columbia).

The following table sets out the names of management's nominees for election as directors, the place in which each is ordinarily resident, all offices of the Company now held by each of them, their principal occupations, the period of time during which each has been a director of the Company, and the number of Common shares of the Company beneficially owned by each of them, directly or indirectly, or over which control or direction is exercised, as of the date of this information circular.

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Name, Place of Residence and Office with the Company(1)	Principal Occupation or Employment for Last Five Years(1)	Periods during which has Served as a Director	Shares Owned(1)
Andrew E. Saxton(2) British Columbia, Canada Director and Chairman	President Andrew Saxton & Sons Ltd.	Since July 21st, 1999	188,250 (4)
Syed Abu Bakar bin Syed Mohsin Almohdzar(2) (3) Malaysia Director	Managing Director World Islamic Economic Forum Foundation	Since July 21st, 1999	¾
Michael Musa(2)(3) Malaysia Director	Special consultant for UMLand Bhd	Since October 26, 2020	¾
Dennis Ng(3) (5)(6) Singapore Director, President	President King George Financial Corporation	Since May 24th, 2005	1,001,800
Tim Koo British Columbia, Canada Director and CFO	Chief Financial Officer King George Financial Corporation	Since May 24th, 2005	125,545
Andrew Saxton Jr.(7) British Columbia, Canada Director, CEO	Chief Executive Officer King George Financial Corporation	Since November 6th, 2015	1,624,545_(8)_

(1) The information as to the place of residence, principal occupation and shares beneficially owned, directly or indirectly, or controlled or directed, has been furnished by the respective directors individually.

(2) Denotes member of the Company’s Audit Committee and Corporate Governance Committee.

(3) Denotes member of the Company's Executive Compensation Committee.

(4) 188,250 shares are owned by Andrew Saxton & Sons Ltd., a company controlled by Andrew E. Saxton

(5) CEO as of November 1, 2008. President as of May 13, 2010

(6) Resigned as CEO as of May 18, 2016

(7) CEO as of May 18, 2016

(8) 1,000,000 shares are owned by Saxton Capital Corporation., a company controlled by Andrew Saxton Jr.

The Company's Board of Directors does not contemplate that any of its nominees will be unable to serve as a director. If any vacancies occur in the slate of nominees listed above before the Meeting, then the proxyholders named in the accompanying form of proxy intend to exercise discretionary authority to vote the shares represented by proxy for the election of any other persons as directors.

Corporate Cease Trade Orders or Bankruptcies

During the ten years preceding the date of this Information Circular, no proposed director of the Company has, to the knowledge of the Company, been a director or executive officer of another issuer which, while such individual was acting in that capacity:

• (a) was the subject of a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation, for a period of more than thirty consecutive days; or

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

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Individual Bankruptcies

During the ten years preceding the date of this Information Circular, no proposed director of the Company has, to the knowledge of the Company, 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 individual.

STATEMENT OF EXECUTIVE COMPENSATION

Executive Officers

For the purposes of this Information Circular, “executive officer” of the Company means an individual who at any time during the year was the Chair or a Vice-Chair of the Company; the President; any Vice-President in charge of a principal business unit, division or function including sales, finance or production; and any officer of the Company or of a subsidiary of the Company or any other individual who performed a policy-making function in respect of the Company.

The summary compensation table below discloses compensation paid to the following individuals:

• (a) each chief executive officer (“CEO”) of the Company;

• (b) each chief financial officer (“CFO”) of the Company;

• (c) each of the Company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 per year; and

• (d) any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year,

• (each, a “Named Executive Officer” or “NEO”).

The Company currently has two Named Executive Officers, being Andrew Saxton Jr, its Chief Executive Officer and Tim Koo, its Chief Financial Officer.

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Summary Compensation Table

The following table contains a summary of the compensation paid to the Named Executive Officers of the Company during the three most recently completed financial years.

Name and Principal Position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensa tion ($)
					Annual incentive plans ($)	Long-term incentive plans ($)
Dennis Ng,	2020/11/30 2019/11/30 2018/11/30	$0 $0 $0	Nil Nil Nil	$0 $0 $0	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$2,500 $2,500 $2,500	$2,500 $2,500 $2,500
Andrew Saxton Jr., CEO	2020/11/30 2019/11/30 2018/11/30	$85,200 $85,200 $85,200	Nil Nil Nil	$0 $0 $0	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$0 $0 $0	$85,200 $85,200 $85,200
Tim Koo, CFO	2020/11/30 2019/11/30 2018/11/30	$85,200 $85,200 $85,200	Nil Nil Nil	$0 $0 $0	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$0 $0 $0	$85,200 $85,200 $85,200

(1) “SAR” or “stock appreciation right” means a right, granted by the Company or any of its subsidiaries, as compensation for employment services or office, to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities of the Company. The Company has not issued any stock appreciation rights.

(2) “LTIP” or “long term incentive plan” means any plan providing compensation intended to motivate performance over a period greater than one financial year, but does not include option or stock appreciation right plans or plans for compensation through shares or units that are subject to restrictions on resale. The Company does not have a long term incentive plan.

During the most recent fiscal year, no Named Executive Officer of the Company earned over $150,000 in total salary and bonus.

Compensation of Directors

The following table is a summary of the compensation paid to the directors of the Company during the fiscal year ended November 30, 2020:

Name	Fees Earned ($)	Share Based Awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All other compensation ($)	Total ($)
Andrew E. Saxton	$42,200	0	0	0	0	$0	$42,200
Syed Abu Bakar bin Syed Mohsin Almohdzar	$5,000	0	0	0	0	0	$5,000
Robert Ng	$5,000	0	0	0	0	0	$5,000

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Name	Fees Earned ($)	Share Based Awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All other compensation ($)	Total ($)
Dennis Ng	$5,000	0	$0	0	$0	$0	$5,000
Tim Koo	$2,500	0	$85,200(2)	0	0	0	$87,700
Andrew Saxton Jr.	$2,500	0	$85,200(1)	0	0	0	$87,700

(1) Other compensation is for salaries and bonuses as CEO for the year ended, November 30, 2020.

(2) Other compensation is for salaries and bonuses as CFO for the year ended, November 30, 2020.

The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors. No cash compensation was paid to any director of the Company for services rendered in their capacity as a director during the fiscal year ended November 30, 2020 except the annual director’s fees.

During the fiscal year, no incentive stock options were held or granted to the Company’s directors.

Options and Stock Appreciation Rights

During the most recently completed fiscal year, no incentive stock options and stock appreciation rights were granted or held by Named Executive Officers of the Company.

Termination of Employment, Change in Responsibilities and Employment Contracts

During the year, there were no appointments, no termination of employment, change in responsibilities and employment contracts.

The Company has no compensatory plan, contract or arrangement whereby any Named Executive Officer may be compensated in an amount exceeding $100,000 in the event of that officer’s resignation, retirement or other termination of employment, or in the event of a change of control of the Company or a subsidiary or a change in the Named Executive Officer's responsibilities following such a change of control.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no equity compensation plans and as a result, no securities were authorized for issuance under equity compensation plans.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 Disclosure of Corporate Governance Practices requires the Company to disclose information about its corporate governance practices. This disclosure must be made against the corporate governance guidelines contained in National Policy 58-201 Corporate Governance Guidelines (the “Guidelines”).

The Board of Directors has adopted certain corporate governance policies to reflect the Company’s commitment to good corporate governance, and to comply with National Instrument 58-101, Form 58-101F1 Disclosure of Corporate Governance Practices and the Guidelines. The Board of Directors periodically reviews these policies and proposes modifications to the Board for consideration as appropriate. The Company considers good corporate governance to be central to the effective and efficient management and operation of the Company, and

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the Board of Directors is directly responsible for developing the Company’s approach to corporate governance issues. A description of the Company's corporate governance practices is set out in Schedule "A".

Mandate and Responsibilities of the Board of Directors

The mandate of the Board shall be to oversee the management of the business and affairs of the Company. The Board shall have responsibility for the stewardship of the Company and shall assume responsibility for the following matters:

• i) the adoption of a strategic planning process;

• ii) the identification of the principal risks to the business of the Company and the implementation of systems to manage such risks;

• iii) appointing, training and monitoring senior management and planning for succession of senior management;

• iv) establishing a communications policy for the Company;

• v) ensuring the integrity of the Company’s internal control and management information systems.

Board Independence from Management

A minimum of two members of the Board should be unrelated directors (as that term is hereinafter defined). If at any time the Board should not be comprised of a majority of unrelated directors, the next director appointed to the board shall be an unrelated director. The Board shall meet on a regular basis, the frequency of which shall be determined by the Board, with management involved only as necessary, to ensure the independence of the Board from management.

Board’s Expectations of Management

The Board shall carry out its mandate and responsibilities through directives and delegation of authority to the senior ranking officer of the Company (the “Senior Officer”). The Board shall set out the duties, responsibilities and performance objectives of the Senior Officer with the assistance of the Governance Committee (as defined below). The Board and the Senior Officer shall develop position descriptions for the Board and for the Senior Officer involving the definition of the limits to management’s responsibilities. The Board shall expect the Senior Officer and any other officers and executive management to manage all aspects of the Company’s business and affairs, to carry out strategic plans that have been approved by the Board, to achieve established objectives and to report regularly on their progress to the Board and its committees.

Composition of the Board

A minimum of two members of the Board should be unrelated directors. An “unrelated director” is a director who is independent of management and is free from any interest and any business or other relationships which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding.

If the Board at any time does not have a minimum of two independent directors, the next director appointed to the Board shall be an unrelated director. The timing of the appointment of directors shall be at the sole discretion of the Board.

If the Company at any time has a significant shareholder, the Board must be comprised of a number of directors who do not have interests in or relationships with either the Company or the significant shareholder and which fairly reflects the investment in the Company by shareholders other than the significant shareholder. A significant shareholder is one who has the ability to exercise a majority of votes for the election of the Board.

The application of the term unrelated director to the circumstances of each individual director shall be the responsibility of the Board, which will be required to disclose whether the Board has a minimum of two independent directors should that be requested.

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The Board will from time to time examine its size to ensure that it continues to operate efficiently and effectively and where necessary, undertake to reduce the size of the Board to foster more effective and timely decision-making.

Meetings of the Board of Directors

Each year there shall be at least four meetings of the Board at which the directors shall receive and review in detail, financial statements, operating reports, forecasts, budgets, strategic planning initiatives and reports from the Company’s committees. The frequency of meetings and the nature of the agenda items shall change depending upon the state of the Company’s affairs and in light of opportunities or issues which the Company must face.

Meetings of the Board may be called by the President or any two officers or directors of the Company.

Committees of the Board

The Board shall establish certain committees to assist it in carrying out its mandate and responsibilities. A description of each committee is set out below.

Corporate Governance Committee

The Company shall at all times maintain a corporate governance committee (the “Governance Committee”) which shall be comprised of a minimum of two independent directors. The mandate of the Governance Committee is to provide a nomination and governance function for the Board.

The Governance Committee shall be responsible for recruiting new members to the Board and planning for the succession of Board members. It will also have the task of assessing the effectiveness of the Board as a whole, the committees of the Board and the contributions of individual directors along with operating a program of orientation and education for all new recruits to the Board.

Finally, the responsibilities of the Governance Committee shall include responding to any changes in the corporate governance guidelines of the Toronto Stock Exchange (the “TSX”) or any other applicable exchange; establishing criteria to determine the independence of directors; monitoring the ethics, conflict of interest and privacy guidelines of the Company; and recommending changes to the governance of the Company.

The Governance Committee shall at all times maintain a system which permits a Board member to engage an outside advisor at the expense of the Company in order to better perform their duties. Such an engagement shall only be permitted in appropriate circumstances and with the approval of the Governance Committee

Executive Compensation Committee

The Company has formed an Executive Compensation Committee which is comprised of the two independent director and two non-independent directors. The Executive Compensation Committee shall be responsible for assessing the performance and remuneration of the officers and senior managers of the Company, and for reviewing the adequacy and the form of compensation of directors to ensure that the compensation realistically reflects the responsibilities and risk involved in being an executive director.

The other functions and responsibilities of the Executive Compensation Committee are set out in section 7(c) of the attached Schedule “A” to this Information Circular.

Audit Committee

The Audit Committee Charter, the text of which is attached as Schedule "B" to this Information Circular, was adopted by the Company's Audit Committee and the Board.

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Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee:

Audit Committee:
Andrew E. Saxton	Not Independent(1)	Financially literate(2)
Syed Abu Bakar bin Syed Mohsin Almohdzar	Independent(1)	Financially literate(2)
Michael Musa	Independent(1)	Financially literate(2)

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

Andrew E. Saxton

• Director, Canadian Commercial Corporation (a Federal Crown Corporation) Member, Audit Committee.

• Former Canadian Advisory Board Member, Imperial Parking Canada Corporation (IMPARK).

• Former Director, University of British Columbia Investment Management Trust. Member, Audit Committee.

• Former Executive Vice-President and Director, Laurentide Financial Corporation Ltd.

• Former President, Elite Insurance Company.

• Former Director, Insurance Corporation of British Columbia (ICBC).

• Former Member, Advisory Board HSBC Capital Canada, Private Equity Fund.

• Former Chairman, Financial Support Committee, Member, Executive Board, World Heart Foundation, Geneva, Switzerland.

Syed Abu Bakar bi Syed Mohsin Almohdzar

• Currently Managing Director of the World Islamic Economic Forum Foundation

• Former managing Director of Tradewinds (M) Bhd.

• Fellow member of the Association of Chartered Certified Accountants and member of the Malaysian Institute of Accoutants.

Michael Musa

• Graduated from Penn State University

• Consulted for MBF Finance Berhad.

• Currently involved as special consultant for UMLand Bhd.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

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Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve any non-audit services or additional work which the Chairman of the Audit Committee deems as necessary who will notify the other member of the Audit Committee of such non-audit or additional work.

External Auditor Service Fees

The fees for auditor services billed by the company’s external auditors for the last fiscal year end for audit and non-audit related services are not available at the time of printing of this Information Circular. As such, the audit and non-audit related services in prior years are reported as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All other Fees
November 30,2020	$56,380	None	$4,400	None
November 30, 2019	$47,573	None	$4,300	None

Exemption

The Company has relied upon the exemption provided by section 6.1 of MI 52-110, which exempts venture issuers from the requirement to comply with the restrictions on the composition of its Audit Committee and the disclosure requirements of its Audit Committee in an annual information form as prescribed by MI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than routine indebtedness, no current or former executive officer, director or employee of the Company or any of its subsidiaries, or any proposed nominee for election as a director of the Company, or any associate or affiliate of any such executive officer, director, employee or proposed nominee, is or has been indebted to the Company or any of its subsidiaries, or to any other entity that was provided a guarantee, support agreement, letter of credit or other similar arrangement or understanding by the Company or any of its subsidiaries in connection with the indebtedness, at any time since the beginning of the most recently completed financial year of the Company.

MANAGEMENT CONTRACTS

Management functions of the Company or any subsidiary of the Company are not, to any substantial degree, performed by a person other than the directors or executive officers of the Company or its subsidiaries (if any).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction that, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

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

No director or executive officer of the Company at any time since the beginning of the Company's most recently completed financial year, no proposed nominee for election as a director of the Company and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except for any interest arising from the

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ownership of shares of the Company where the shareholder will receive no extra or special benefit or advantage not shared on a pro-rata basis by all holders of shares in the capital of the Company.

OTHER BUSINESS

The Management of the Company knows of no matter to come before the Meeting other than those referred to in the Notice of Meeting and this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the proxy to vote with regard to those matters in accordance with their best judgment.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information is provided in the Company’s comparative financial statements and Management Discussion and Analysis for its most recently completed financial year. To request copies of the Company’s financial statements and Management Discussion and Analysis, please contact the Secretary of the Company, Sean Leong, at Suite 750 – 510 Burrad Street, Vancouver, British Columbia, V6C 3A8, telephone (604) 687-8882, facsimile (604) 687-1476, email sleong@kinggeorge.ca.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies, has been authorized by the Board of Directors of the Company.

DATED at Vancouver, British Columbia, the 1[st] day of April, 2021

BY ORDER OF THE BOARD OF DIRECTORS KING GEORGE FINANCIAL CORPORATION

“Andrew E. Saxton” (signed) “Tim Koo” (signed) Andrew E. Saxton Tim Koo Director and Chairman Director and CFO

SCHEDULE “A”

KING GEORGE FINANCIAL CORPORATION

Statement of Corporate Governance Practices

Date: April 1, 2021

The Company’s Board of Directors believes in the importance of maintaining sound corporate governance practices, and has established the Corporate Governance Committee to periodically review, evaluate and modify governance processes as necessary. The following table summarizes the Company’s Corporate Governance Practices, as required by National Instrument 58-101 Disclosure of Corporate Governance Practices.

1. Board of Directors -

(a) Disclose the identity of directors who are independent.

The independent directors are Syed Abu Bakar bin Syed Moshin Almohdzar and Michael Musa.

(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.

Andrew E. Saxton , Chairman, is involved in the day to day activities of the Company

Dennis Ng , President

Tim Koo , Chief Financial Officer.

Andrew E. Saxton Jr, Chief Executive Officer and related to the Chairman of the Company

(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the board) does to facilitate its exercise of independent judgement in carrying out its responsibilities.

Effective May 18, 2016, Norah J. Hall was not nominated as director of the Company. As a result, there are two (2) independent and four (4) non-independent directors of the Company. The Board has established a Corporate Governance Committee comprised of two independent directors and the Chairman of the Board. The Board believes that the Company is well served and the independence of the Board from management is not compromised. The Board does not have, and does not consider it necessary under the circumstances to have any formal structures or procedures to ensure that the Board can function independently of management. The directors are free to ask one or more members of management to withdraw during certain discussions and the directors would not hesitate to meet without the presence of the members of management who are also directors, including the CEO and the CFO, if the circumstances so require.

• (d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

Syed Abu Bakar bin Syed Allied Hotel Properties Inc.. TSX Venture Exchange (AHP) Mohsin Almohdzar Padiberas Nasional Berhad Bursa Malaysia Berhad

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Dennis Ng Andrew E. Saxton Jr.

Allied Hotel Properties Inc. TSX Venture Exchange (AHP) Allied Hotel Properties Inc. TSX Venture Exchange (AHP)

(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.

The independent directors did not hold any meetings where non-independent directors or members of management were not in attendance during the recently completed financial year. On matters requiring directors’ consent, relevant information and documents are first circulated to all the directors. They may discuss freely among themselves the matter(s) at hand.

(f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.

The Chairman of the Board is Andrew E. Saxton who is not an independent director. The Board does not have a lead director who is independent. Leadership among the independent directors is gained from Syed Abu Bakar bin Syed Mohsin Almohdzar who is the managing director for World Islamic Economic Forum Foundation.

(g) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.

During the year ending November 30, 2020, the Board convened a meeting on May 2`, 2020 and June 9[th] , 2020 and all the Directors were in attendance except Syed Abu Bakar bin Syed Mohsin Almohdzar, Dennis Ng and Robert Yew Chuan Ng.

2. Board Mandate - Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.

The Board’s focus is to increase shareholder value by actively searching for new real estate related investment opportunities and managing, developing or selling existing properties. The full mandate of the Board is set out in the Information Circular under “Corporate Governance Practices”.

3. Position Descriptions -

(a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.

The Board has not developed a written position description for the Chairman of the Board. Neither has the Board developed a written position description for the Chairs of the Audit Committee, Corporate Governance Committee or Executive Compensation Committee. The roles and responsibilities of each of these position are based on prior experience, educational background, knowledge and understanding of the committee mandate and their role in carrying out such mandate.

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(b) Disclose whether or not the board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board and the Chief Executive Officer have not developed a written position description for the Chief Executive Officer.

4. Orientation and Continuing Education -

(a) Briefly describe what measures the board takes to orient new directors regarding

• (i) the role of the board, its committees and its directors, and

• (ii) the nature and operation of the issuer’s business.

New directors participate in an initial information session on the Company in the presence of the management representatives. In addition, they are furnished with appropriate documentation relating to the commercial activities of the Company and the internal organization of the Company. The meetings in which new directors participate as well as discussions with other directors and with management permit new directors to familiarize themselves rapidly with the operations of the Company.

(b) Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors .

The Board encourages board members to update their knowledge through Company paid seminars and workshops that are relevant to their role on the committees, if required.

5. Ethical Business Conduct -

(a) Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code:

The Board has approved a Code of Business Conduct and Ethics for the Company that applies to all directors, officers and employees.

(i) disclose how a person or company may obtain a copy of the code;

The Code is available on SEDAR at www.sedar.ca. The Code will be mailed to anyone on request by contacting the Company’s Chief Financial Officer.

(ii) describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and

The Governance Committee is responsible for monitoring compliance with the Code by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the Company's Chief Financial Officer (for the purpose of the Code, the Company's Chief Financial Officer acts as the Director, Risk) or other appropriate person. In addition, the Board will conduct regular audits to test compliance with the Code.

(iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.

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The Code was adopted in March 2007. Since then, no conduct of any director or executive officer that constitutes a departure from the code has been reported to the Board or to management. The Board has not granted any waiver of the code of Business Conduct and Ethics.

(b) Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

The Company’s Code of Business Conduct and Ethics outlines the Company’s conflict of interest guidelines. Activities that could give rise to conflicts are prohibited unless specifically approved by the Board or the Audit Committee. The Board encourages all directors, officers and employees to obtain direction from the Company’s Chief Financial Officer regarding any potential conflicts of interest.

(c) Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to directors, officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct

6. Nomination of Directors -

(a) Describe the process by which the board identifies new candidates for board nomination

The Corporate Governance Committee is responsible for recruiting new members to the Board and planning for Board succession. It also has the task of assessing the effectiveness of the Board as a whole, the committees of the Board and the contributions of individual directors along with operating a program of orientation and education for all new recruits to the Board.

(b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

The nomination process is the responsibility of the Corporate Governance Committee, the majority of whom are independent directors.

(c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

See response above.

7. Executive Compensation -

(a) Describe the process by which the board determines the compensation for the issuer’s directors and officers.

The Executive Compensation Committee (the “Compensation Committee”) was formed in March, 2007. In the future, the committee will establish a broad plan of executive compensation that is competitive and motivating.

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(b) Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation .

The Compensation Committee is comprised of two non-independent directors and two independent director. If the Committee feels that it lacks an objective process of determining such compensation, it shall engage independent counsel and advisors in appropriate circumstances, and at the Company's expense.

(c) If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee .

The Compensation Committee will establish a broad plan of executive compensation that is competitive and motivating in order to attract, retain and inspire Executive Management and other key employees.

The general duties and responsibilities of the Compensation Committee shall be as follows:

• A. to develop compensation philosophy for Executive Management and present the recommendations to the Board for approval;

• B. to meet with Executive Management to establish corporate objectives and, subsequently to meet independently of Executive Management to assess progress in relation to these objectives;

• C. to review, establish and recommend to the Board approval of the compensation of each member of the Executive Management, subject to the Board approval;

• D. to review and recommend to the Board approval of the initial compensation package of new employees at the senior management level and report to the Board at the next meeting;

• E. to recommend to the Board for consideration, approval and establishment by the Board any stock option plan, incentive plan or employee benefit plans to be granted to directors, Executive Management and other employees and guidelines with respect thereto;

• F. to review management’s recommendations for the granting of stock options or other incentives to Executive Management and other key employees of the Corporation and its affiliates and make recommendations to the Board. The Compensation Committee may suggest amendments to any stock option plans or incentive plans, provided that all amendments to such plans shall be subject to consideration and approval of the Board;

• G. to review and recommend to the Board approval of benefits to be granted under all corporate benefit plans applicable to Executive Management, including levels and types of benefits;

• H. to consider and make recommendations to the Board for its approval all matters concerning perquisites and other remuneration matters with respect to Executive Management, within any guidelines established by the Board with respect thereto;

• I. to review and recommend the compensation package of the directors and the Chairman of the Board that realistically reflects the responsibilities and risks involved in being a directors and, as appropriate, member of a committee;

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• J. to review and recommend to the Board benefits to be granted under all employee benefit plans;

• K. to conduct, when instructed by the Board, personnel exit interviews with Executive Management personnel;

(d) If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.

The Company has not engaged a compensation consultant or advisor at any time during the most recently completed financial year.

8. Other Board Committees - If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Board has no Committees other than the Audit Committee, the Corporate Governance Committee and the Executive Compensation Committee.

9. Assessments - Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.

The Executive Compensation Committee evaluates the effectiveness of the Board, committees and individual directors. The committee assesses the operation of the Board and the committees, the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The committee recommends changes to enhance the performance of the Board.

End.

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Schedule “B”

KING GEORGE FINANCIAL CORPORATION

AUDIT COMMITTEE CHARTER

Date: April 1, 2021

A. PURPOSE

The overall purpose of the Audit Committee (the “Committee”) of King George Financial Corporation, (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Company’s Management to ensure that the independent auditors serve the interests of Shareholders rather than the interests of Management of the Company. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance of the Company’s independent auditors.

B. COMPOSITION, PROCEDURES AND ORGANIZATION

1. The Committee shall consist of at least three members of the Board of Directors (the "Board").

2. At least two (2) members of the Committee shall be independent and the Committee shall endeavour to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members’ independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

3. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee

253008.1

for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

1. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from amongst their numbers.

2. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

3. The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

4. Meetings of the Committee shall be conducted as follows:

5. (a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

6. (b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

7. (c) management representatives may be invited to attend all meetings except private sessions with the external auditors.

8. The external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. ROLES AND RESPONSIBILITIES

2. The overall duties and responsibilities of the Committee shall be as follows:

3. (a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly financial statements and related financial disclosure;

4. (b) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

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2

• (c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

• (d) to report regularly to the Board on the fulfillment of its duties and responsibilities.

• The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

• (a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

• (b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

• (c) review the audit plan of the external auditors prior to the commencement of the audit;

• (d) to review with the external auditors, upon completion of their audit:

  • (i) contents of their report;

  • (ii) scope and quality of the audit work performed;

  • (iii) adequacy of the Company's financial and auditing personnel;

  • (iv) co-operation received from the Company's personnel during the audit;

  • (v) internal resources used;

  • (vi) significant transactions outside of the normal business of the Company;

  • (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems;

  • (viii) the non-audit services provided by the external auditors;

  • (ix) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and

  • (x) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

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3

1. The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

2. (a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management;

3. (b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

4. (c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

5. (d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

4. The Committee is also charged with the responsibility to:

• (a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

• (b) review and approve the financial sections of:

  • (i) the annual report to Shareholders;

  • (ii) the annual information form, if required;

  • (iii) annual and interim MD&A;

  • (iv) prospectuses;

  • (v) news releases discussing financial results of the Company; and

  • (vi) other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

• (c) review regulatory filings and decisions as they relate to the Company's financial statements;

• (d) review the appropriateness of the policies and procedures used in the preparation of the Company's financial statements and other required

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4

disclosure documents, and consider recommendations for any material change to such policies;

• (e)

  • review and report on the integrity of the Company's financial statements;

• (f) review the minutes of any audit committee meeting of subsidiary companies;

• (g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the financial statements;

• (h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

• (i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

• The Committee shall have the authority:

• (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

• (b) to set and pay the compensation for any advisors employed by the Committee; and

• (c) to communicate directly with the internal and external auditors.

Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee:

Andrew E. Saxton	Not Independent(1)	Financially literate(2)
Syed Abu Bakar bin Syed Moshin Almohdzar	Independent(1)	Financially literate(2)
Michael Musa	Independent(1)	Financially literate(2)

• (1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

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5

• (2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve any non-audit services or additional work which the Chairman of the Audit Committee deems as necessary who will notify the other member of the Audit Committee of such non-audit or additional work.

External Auditor Service Fees

The fees for auditor services billed by the Company’s external auditors in each of the last two fiscal years for audit and non-audit related services are not available at the time of printing of this Information Circular. As such, the audit and non-audit related services are reported as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All other Fees
November 30, 2020	$56,380	None	$4,400	None
November30,2019	$47,573	None	$4,300	None

Exemption

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The Company has relied upon the exemption provided by section 6.1 of MI 52-110, which exempts venture issuers from the requirement to comply with the restrictions on the composition of its Audit Committee and the disclosure requirements of its Audit Committee in an annual information form as prescribed by MI 52-110.

End.

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