Puma Exploration Inc. — AGM Information 2020

Dec 2, 2020

CAMROVA RESOURCES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special Meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Camrova Resources Inc. (the "Company") will be held at 55 York Street, Suite 401, Toronto, Ontario M5J 1R7 on Tuesday, December 29, 2020 at 10:00 a.m. (EST), and by telephone at 1-866-327-5544 Conference ID 3709498# for the following purposes:

• $(a)$ to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2019 together with the auditor's report thereon;
• $(b)$ to set the number of directors of the Company at three (3);
• $(c)$ to elect directors of the Company for the ensuing year;
• $(d)$ to appoint auditors and to authorize the directors to fix their remuneration;
• $(e)$ to consider, and, if deemed appropriate, to pass with or without variation a resolution approving the Company's stock option plan, as more particularly described in the accompanying management information circular;
• $(f)$ to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The accompanying management information circular (the "Circular") forms part of this notice and provides additional information relating to the matters to be dealt with at the Meeting.

Notice-and-Access

The Company has elected to use "notice-and-access" rules ("Notice-and-Access") under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for distribution of its Proxy-Related Materials (as defined below) to registered Shareholders and non-registered Shareholders. Notice-and-Access is a set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies. "Proxy-Related Materials" refers to this Notice of Meeting, the Circular, a voting instruction form, a form of proxy, the Company's audited financial statements and management's discussion and analysis for the fiscal year ended December 31, 2019.

The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use. It also reduces the Company's printing and mailing costs. Shareholders may obtain further information about Notice-and-Access by contacting Broadridge Financial Solutions Inc. toll free at 1-855-887-2244.

Websites Where Proxy-Related Materials are Posted

The ProxyͲRelated Materials are available on the Company's website at www.camrovaresources.com starting from November 16, 2020 and under the Company's profile on SEDAR at www.sedar.com.

Notice Package

Although the ProxyͲRelated Materials will be posted online, Shareholders will receive paper copies of a notice package (the "Notice Package") via preͲpaid mail containing a notice with information prescribed by NI 54Ͳ101 and a form of proxy (if a registered Shareholder) or a voting instruction form (If a nonͲ registered Shareholder). The Company will not use procedures known as "stratification" in relation to the use of NoticeͲandͲAccess. Stratification occurs when an issuer using NoticeͲandͲAccess sends a paper copy of the management information circular to some security holders with the Notice Package.

How to Obtain Paper Copies of ProxyͲRelated Materials

Shareholders may obtain paper copies of the ProxyͲRelated Materials free of charge by contacting Broadridge Financial Solutions Inc. toll free from North America at 1Ͳ877Ͳ907Ͳ7643 or outside of North America at 905Ͳ507Ͳ5450 or by eͲmail at noticeandaccess@broadridge.com. Shareholders who do not have their 16 digit Control Number, can contact Broadridge Financial Solutions Inc. toll free from North America at 1Ͳ855Ͳ887Ͳ2243. Any Shareholder wishing to obtain a paper copy of the ProxyͲRelated Materials should submit their request no later than December 12, 2020 in order to receive paper copies of the ProxyͲRelated Materials in time to vote before the Meeting.

Voting

The board of directors of the Company has by resolution fixed the close of business on November 12, 2020, as the record date, being the date for the determination of the registered holders of common shares entitled to notice of the Meeting and any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting. In light of ongoing public health concerns related to the COVIDͲ19 pandemic and in order to comply with government decrees, the Company is requesting that shareholders not attend the Meeting in person and to vote by proxy ahead of the Meeting. The Meeting will be available by way of telephone conference call at the number provided above, and the Company asks all shareholders to participate in that manner. While shareholders participating in the telephone conference call will NOT be able to vote during the Meeting, they will be able to ask questions to the Company's management.

The board of directors of the Company has fixed 10:00 am (Toronto time) on December 23, 2020 or not less than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company's transfer agent.

DATED at Toronto, Ontario this 12th day of November, 2020.

By Order of the Board Of Directors

Per: (signed) "Tom Ogryzlo"

Tom Ogryzlo, Interim Chief Executive Officer

55 York Street, Suite 401 Toronto, ON M5J 1R7 Telephone:(416) 229Ͳ1411

INFORMATION CIRCULAR

For the Annual General and Special Meeting of Shareholders to be held Tuesday, December 29, 2020

(Information current as at November 12, 2020, unless otherwise noted)

MANAGEMENT SOLICITATION

This information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of Camrova Resources Inc. (the "Company") for use, and to be voted at, the annual general and special meeting of shareholders of the Company (the "Meeting") to be held on Tuesday, December 29, 2020, at 10:00 a.m. (EST), for the purposes set forth in the Notice of Annual General and Special Meeting of Shareholders (the "Notice") appended hereto.

COVIDͲ19

The Company is continuously monitoring the current coronavirus (COVIDͲ19) outbreak. With respect to the current COVIDͲ19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/publicͲhealth/services/diseases/coronavirusͲdiseaseͲcovidͲ19.html).

THE COMPANY STRONGLY ENCOURAGES SHAREHOLDERS NOT TO ATTEND THE MEETING IN PERSON. ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING.

THE MEETING WILL BE AVAILABLE BY WAY OF TELEPHONE CONFERENCE CALL AND THE COMPANY ASKS ALL SHAREHOLDERS TO PARTICIPATE IN THAT MANNER. WHILE SHAREHOLDERS PARTICIPATING IN THE TELEPHONE CONFERENCE CALL WILL NOT BE ABLE TO VOTE DURING THE MEETING, THEY WILL BE ABLE TO ASK QUESTIONS TO THE COMPANY'S MANAGEMENT. SHAREHOLDERS MAY DIAL IN TO 1Ͳ 866Ͳ327Ͳ5544 Conference ID 3709498#.TO PARTICIPATE IN THE MEETING IN THIS MANNER.

Any person who is experiencing any of the described COVIDͲ19 symptoms of fever, cough or difficulty breathing or has travelled in the 14 days prior to the Meeting will not be permitted entry into the Meeting. The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVIDͲ19 outbreak. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release.

The Company does not intend to prepare an amended Information Circular in the event of changes to the Meeting format. Please monitor our website at http://platinex.com/ for updated information. If you are planning to attend the Meeting, please contact the Company at (647) 632Ͳ3444 at least 48 hours prior to the date of the Meeting so that proper arrangements can be made at the location of the Meeting. Please also check the website one week prior to the Meeting date.

Solicitation of proxies is being made by management of the Company. It is expected that the solicitation of proxies will be primarily by mail and may be supplemented by telephone, facsimile, internet or other personal contact made, without special compensation, by the directors and officers of the Company.The Company may reimburse shareholders, nominees or agents for the cost incurred in obtaining from their principals proper authorization to execute the proxy. The Company may also reimburse brokers and other persons holding common shares of the Company ("Shares") in their own name or in the names of their nominees for their expenses in sending proxies and proxy material to the beneficial owners, and obtaining their proxies, but solicitations will not be made by employees engaged for that purpose or by soliciting agents.The cost of solicitation will be borne by the Company.

The Company is utilizing the noticeͲandͲaccess mechanism (the "NoticeͲandͲAccess Provisions") under National Instrument 54Ͳ101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54Ͳ101") and National Instrument 51Ͳ102 – Continuous Disclosure Obligations ("NI 51Ͳ102") for distribution of this Circular to registered and nonͲregistered shareholders.Further information on the NoticeͲandͲAccess Provisions is contained below under the heading "General Proxy Information – "NoticeͲandͲAccess" and Shareholders are encouraged to read this information for an explanation of their rights.

GENERAL PROXY INFORMATION

Appointment and Revocation of Proxies

The persons named as proxy holders in the enclosed form of proxy are the Company's directors or officers.As a shareholder, you have the right to appoint a person or company (who need not be a shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

A shareholder giving a proxy has the power to revoke it at any time to the extent that it has not been exercised.In addition to revocation in any other manner permitted by law, a shareholder giving a proxy has the power to revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer, or attorney, of the corporation and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of Meeting, or any adjournment(s) thereof, at which the proxy is to be used, or in any manner provided by law, or to the Chair of the Meeting on the day of the Meeting or any adjournment(s) thereof at which the proxy is to be used.

Voting by Proxy

The person named in the accompanying form of proxy will vote or withhold from voting the Shares represented by the proxy in accordance with your instructions, provided your instructions are clear.If you have specified a choice on any matter to be acted on at the Meeting, your Shares will be voted or withheld from voting accordingly.If you do not specify a choice or specify both choices for any matter to be acted on, your Shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxyholders discretionary authority regarding amendments or variations to matters identified in the Notice and any other matter that may properly come before the Meeting.As of the date of this Information Circular, management is not aware of any such amendment, variation, or other matter proposed or likely to come before the Meeting.However, if any amendment, variation, or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgment.

You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an "X" in the appropriate space.If you wish to give the persons named in the proxy a discretionary authority on any matter described in the proxy, then you should leave the corresponding space blank.In that case, the proxyholders nominated by management will vote the Shares represented by your proxy in accordance with their judgment.

Completion and Return of Proxies

You must deliver the completed form of proxy to be used and voted at the Meeting to the transfer agent of the Company, Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1 (facsimile (866) 249Ͳ7775) by 10:00 a.m. (EDT) on December 23, 2020, which is not less than 48 hours (Saturdays, Sundays, and holidays excepted) before the scheduled time of the Meeting or any adjournment or postponement thereof.

NonͲRegistered Shareholders

Only registered holders of Shares or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, shareholders of the Company are "nonͲregistered" shareholders (a "NonͲRegistered Shareholder") because the Shares they beneficially own are registered either: (i) in the name of an intermediary (an "Intermediary") (including banks, trust companies, securities dealers or brokers, and trustees or administrators of selfͲadministered RRSPs, RRIFs, RESPs and similar plans) that the NonͲRegistered Shareholder deals with in respect of the Shares, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. If you are a NonͲRegistered Shareholder, please carefully review the instructions on the Voting Instruction Form for completion, execution and deposit.

The Company has distributed materials for the Meeting to the Intermediaries for distribution to the NonͲRegistered Shareholders in the following ways:

Distribution to NonͲObjecting Beneficial Owners ("NOBOs")

In accordance with the requirements of the Canadian Securities Administrators and NI 54Ͳ101, the Company will have distributed or will have caused its agent to distribute copies of the Notice as well as the Voting Instruction Form directly to those NonͲRegistered Shareholders who have provided instructions to an Intermediary that such NonͲRegistered Shareholder does not object to the Intermediary disclosing ownership information about the beneficial owner.

The Notice (which provides information on how to access the ProxyͲRelated Materials (as defined below)) and either a form of proxy or Voting Instruction Form are being sent to both registered and nonͲ registered owners of Shares.If you are a NonͲRegistered Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Shares on your behalf.

By choosing to send the materials for the Meeting to you directly, the Company (and not the Intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering these materials

to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for Voting Instruction Form enclosed with mailings to NOBOs.

Distribution to Objecting Beneficial Owners ("OBOs")

In addition, the Company will have delivered or will have caused its agent to deliver the materials for the Meeting to the clearing agencies and Intermediaries for onward distribution to those NonͲRegistered Shareholders who have provided instructions to an Intermediary that the beneficial owner objects to the Intermediary disclosing ownership information about the beneficial owner.

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

• (a) Receive a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number of Shares beneficially owned by the OBO, but which is otherwise uncompleted.This form of proxy need not be signed by the OBO.In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Inc. in the manner set out in the proxy, with respect to the Shares beneficially owned by such OBO, in accordance with the instructions elsewhere in the Information Circular; or
• (b) More typically, receive a Voting Instruction From which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute authority and instructions (often called a "proxy authorization form") which the Intermediary must follow.Typically, the proxy authorization form will consist of a one page preͲprinted form. Sometimes, instead of the one page preͲprinted 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 barͲcode or other information. In order for the form of proxy to validly constitute a proxy authorization form, the OBO must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit the OBO to properly direct the voting of the Shares he or she beneficially owns.

Should a NonͲRegistered Shareholder who receives one of the above forms wish to vote at the Meeting in person, the NonͲRegistered Shareholder should strike out the names of the persons named in the form and insert the NonͲRegistered Shareholder's name in the blank space provided.In either case, NonͲRegistered Shareholders should carefully follow the instructions, including those regarding when and where the proxy or proxy authorization form is to be delivered.Please contact Computershare Investor Services Inc. if you require further assistance.

Management of the Company does not intend to pay for intermediaries to forward to OBOs under NI 54Ͳ101 the proxyͲrelated materials and Form 54Ͳ107, and that in the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

Notice and Access

As noted above, the Company is utilizing the NoticeͲandͲAccess Provisions under NI 54Ͳ101 and NI 51Ͳ 102 for distribution to this Circular to both registered and nonͲregistered shareholders.

The NoticeͲandͲAccess Provisions allow reporting issuers to post electronic versions of proxyͲrelated materials, such as proxy, information circulars, and annual financial statements, (the "ProxyͲRelated Materials") onͲline, via the System for Electronic Document Analysis and Retrieval ("SEDAR") and one other website, rather than mailing paper copies of such materials to shareholders. Electronic copies of the Circular, financial statements of the Company for the year ended December 31, 2019 ("Financial Statements") and management's discussion and analysis of the Company's results of operations and financial condition for 2019 ("MD&A") may be found on the Company's SEDAR profile at www.sedar.com and also on the Company's website www.camrovaresources.com. The Company will not use procedures known as "stratification" in relation to the use of NoticeͲandͲAccess Provisions. Stratification occurs when a reporting issuer using the NoticeͲandͲAccess Provisions provides a paper copy of this Circular to some shareholders with the notice package. In relation to the Meeting, shareholders will receive the required documentation under the NoticeͲandͲAccess Provisions, which will not include a paper copy of this Circular. Shareholders are reminded to review this Circular before voting.

The Company anticipates that relying on the NoticeͲandͲAccess Provisions will directly benefit the Company through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxyͲrelated materials.

Shareholders with questions about the NoticeͲandͲAccess can call the Company's transfer agent, Broadridge Financial Solutions Inc. toll free at 1Ͳ855Ͳ887Ͳ2244. The Company will mail paper copies of the ProxyͲRelated Materials to Shareholders who have previously elected to receive paper copies. Shareholders may also obtain paper copies of ProxyͲRelated Material free of charge by contacting Broadridge Financial Solutions Inc. toll free from North America at 1Ͳ877Ͳ907Ͳ7643, or outside of North America at 905Ͳ507Ͳ5450 or by eͲmail at noticeandaccess@broadridge.com. Shareholders who do not have their 16 digit Control Number, can contact Broadridge Financial Solutions Inc. toll free from North America at 1Ͳ855Ͳ887Ͳ2243.

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Company or Broadridge Financial Solutions Inc., as applicable, no later than December 12,2020 in order to allow sufficient time for shareholders to receive their paper copies and to return a) their form of proxy to the Company or Computershare Investor Services Inc., or b) their voting instruction form ("VIF") to their Intermediaries by the deadline for submitting their proxy or VIF, as applicable.

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

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value of which 23,011,760 Shares are issued and outstanding as of November 12, 2020 (the "Record Date") for the Meeting.Persons who are registered shareholders of Shares at the close of business on November 12, 2020, will be entitled to receive notice of, and vote at, the Meeting and will be entitled to one vote for each Share held.

To the knowledge of the directors and senior officers of the Company, no one person or entity beneficially owns, directly or indirectly, or exercises direction or control over, more than 10% of the Company's Shares.

FINANCIAL STATEMENTS

The shareholders will receive the audited financial statements of the Company for the financial year ended December 31, 2019, together with the independent auditor's report thereon, copies of which may be accessible under the Company's profile at www.sedar.com. No vote by the shareholders is required with respect to this matter.

APPOINTMENT OF AUDITOR

Effective February 12, 2020, PricewaterhouseCoopers, Chartered Professional Accountants, ("PwC") resigned as the auditors for the Company and effective February 12, 2020, Wasserman Ramsay, Chartered Accountants, ("Wasserman Ramsay") were appointed as the auditors of the Company, with offices at 3601 Hwy 7 East, Suite 1008, Markham, Ontario L3R 0M3. PwC were previously the auditors of the Company since 2007. The appointment of Wasserman Ramsay has been considered by the Audit Committee and the Board. There was no "reportable event" within the meaning of National Instrument 51Ͳ102 – Continuous Disclosure Obligations ("NI 51Ͳ102") in connection with the audits of the Company's two most recently completed fiscal years and up to February 12, 2020.

In accordance with Section 4.11 of NI 51Ͳ102, a notice of change of auditor was sent to PwC and Wasserman Ramsay, each of which provided a letter to the securities regulatory authority in each province where the Company is a reporting issuer stating that they agree, or that they have no basis to either agree or disagree, with the statements in the notice of change of auditor. Those statements include (i) that there have been no reservations in the reports of PwC on any of the financial statements of the Company until February 12, 2020; and (ii) that there have been no "reportable events" (as defined in NI 51Ͳ102).

A reporting package, as defined in NI 51Ͳ102, is attached as Schedule "C" to this Information Circular and includes the notice of change of auditor and the aboveͲmentioned letters from PwC and Wasserman Ramsay to the applicable securities regulatory authorities.

THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL, IN THE ABSENCE OF SPECIFICATIONS OR INSTRUCTIONS TO WITHHOLD FROM VOTING ON THE FORM OF PROXY, VOTE FOR THE APPOINTMENT OF BAKER TILLY AS THE AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY AND TO AUTHORIZE THE BOARD TO FIX SUCH AUDITOR'S REMUNERATION.

The following table sets out the audit and auditͲrelated fees billed by the Company's auditors for the years ended December 31, 2019.

Type of Work	Year EndedDec 31, 2019	Year EndedDec 31, 2018
Audit (1)	$11,526	$23,926
Audit Related (2)	Nil	Nil
Tax (3)	$1,498	$4,010
All Other	Nil	Nil
Total	$13,024	$27,936

(1) Aggregate fees billed for the Company's annual financial statements and services normally provided by the auditor in connection with the Company's statutory and regulatory filings.

(2) Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported as "Audit fees".

(3) Aggregate fees billed for tax compliance, advice, planning and assistance with tax for specific transactions.

SETTING THE NUMBER OF DIRECTORS

The articles of the Company provide that the number of directors of the Company shall be the number determined from time to time by ordinary resolution of the shareholders of the Company.

At the Meeting, shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at three (3). An ordinary resolution requires the approval of a majority of the votes cast at the Meeting, whether in person or by proxy. The full text of the ordinary resolution to be submitted to shareholders at the Meeting is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting:

"BE IT RESOLVED, as an ordinary resolution:

The number of directors of the Company be and it is hereby set and fixed at three (3) directors."

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTION FIXING THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING AT THREE. UNLESS OTHERWISE INDICATED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE RESOLUTION FIXING THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING AT THREE.

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting of the Company unless he/she ceases to hold office pursuant to the Business Corporations Act (British Columbia), or his/her office is earlier vacated pursuant to the Articles of the Company.The board of directors (the "Board") presently consists of three directors.In the absence of instructions to the contrary, all proxies will be voted for the nominees listed herein.

Information on Management's Nominees

The following table sets out the name of each of the persons proposed by management to be nominated for election as director, their province and country of residence, their principal occupations, the date each first became a director of the Company and the number of Shares of the Company beneficially owned by each, directly or indirectly, or over which control or direction is exercised, as of the date hereof.The table also sets out the members of the Company's Audit Committee.

Name, Province andCountry of Residence andPosition(1)	Principal occupation oremployment and, if not apreviously elected director,occupation during the past 5yearsOXPG	Date ofappointment/election as a director	Number of Sharesbeneficially owned,directly or indirectly,or controlled ordirectedOYPG
Tom Ogryzlo3	Interim CEO of the Company.	June 2004 to April	1,696,667
Interim CEO, Chairman,	Former VP Latin America with	2012
Director	Ram Power.
San Jose, Costa Rica	Currently serves as Chairman –	Jan 2013 to present
	non exec.ͲGolden Sun
	ResourcesInc in Costa Rica.
Wolf Seidler3	Independent Consultant.	January 2011 to April	308,833
Independent Director	Former consultant with Argos	2012
North Bay, Ontario	Consultants Sarl (2004Ͳ2009)	ReͲappointed May 7,
Canada		2012
Peter M. Clausi3	Chief Executive Officer of GTA	August 7, 2012	101,667
Independent Director,	Financecorp. since August,
St Catharines, Ontario	2017; CEO of CBLT Inc. since
Canada	2012

1. The information as to country and province or state of residence, and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees.

2. Shares beneficially owned, direct or indirectly, or over which control or direction is exercised, as of April 30, 2019, is based upon information furnished to the Company by the individual director.Unless otherwise indicated, such Shares are held directly.

3. Member of the Audit Committee.

Tom Ogryzlo, P. Eng Director, Chairman of the Board

Mr. Ogryzlo has over fifty years of world wide experience on mining, energy, and industrial projects. He has been responsible for the development, financing, engineering, construction and operations of projects in many different countries. He holds a Bachelor of Mechanical Engineering degree from McGill University in Montreal, Quebec. At the end of 2010 he retired as Vice President – Latin America of Ram Power Corporation a renewable energy producer that owns a 72 MW geothermal power project through its subsidiary Polaris Energy Corp. in Nicaragua built at a capital cost of $450 million.Mr. Ogryzlo was a founder, President and CEO of Polaris from 2000 to 2009. During 2011, Mr. Ogryzlo served as Interim CEO of Aura Minerals Inc. until a permanent replacement could be located.He is currently the Chairman and Interim CEO of Camrova Resources Inc. and Chairman and Non Executice Directorof Golden Sun Resources Inc..

Mr. Ogryzlo has in the past been President of several mining companies producing precious and base metal, including, Blackhawk Mining, Triton Mining and Cerro Matoso S.A.For many years, he held the position of President of Kilborn Engineering Ltd. and Kilborn SNCͲLavalin, one of the world's largest engineering contractors. Prior to Kilborn he served as Senior VP of Fluor Daniel Wright and its predecessor Wright Engineering of which he was a principle. His experience in exploration and development of numerous multiͲmillion dollar mining projects spans the world.During a six year period with Hanna Mining beginning in 1976, he initially directed process development work as Project Manager and subsequently became President and General Manager for the Cerro Matoso ferroͲnickel project in Colombia. In 1979 he was instrumental in organizing a US$450 million financing for the Cerro

Matoso ferroͲnickel project involving the World Bank, Exim, and a group of 52 private banks led by Chase Manhattan.

Over the years, Mr. Ogryzlo has served as a director of more than 20 public companies listed on the TSX and NYSE, including Franco Nevada Mining Corp., Vista Gold, Aura Minerals, Birim Goldfields, Tiomin Resources and Atlas Corp.

Presently he is serving asChairman –non exec. Golden Sun Resources Inc. in Costa Rica.

Wolf Seidler, B. Sc. App Sc., P.Eng Independent Director

Mr. Seidler is a graduate of Queen's University with an honours degree in mining engineering and is a member of the Association of Professional Engineers of Ontario, the Institute of Corporate Directors and a life member of the Canadian Institute of Mining and Metallurgy. He is also a graduate of the Institute of Corporate Directors, Directors Education Program.

Mr. Seidler has more than forty years' experience in the Canadian and international mining industry as an executive and consultant. This includes executive positions with Inmet Mining Corporation, Normandy LaSource SAS, J.S. Redpath Ltd., as well as senior operating positions with Teck Corporation, Quebec Cartier Mining Company (US Steel) and Gold Fields Mining Corporation. For 5 years he managed, on behalf of the French National Waste Agency (Andra), a 9 country European R&D project related to the deep geological disposal of highly radioactive longͲlived waste.

Peter M.Clausi, B.A., J.D. Independent Director

Mr. Clausi is an experienced investment banker, litigator and corporate director. A graduate of Osgoode Hall Law School and called to Ontario's bar in 1990, Mr. Clausi has extensive experience in complex commercial litigation, finance, shareholder rights, and corporate growth. Mr. Clausi has been a guest lecturer at three Ontario MBA programs, and was an instructor at the Law Society of Upper Canada's Bar Admission Course for over ten years. Since 1996, Mr. Clausi has served as President, Maplegrow Capital (private financial services company). He was employed as Executive VP of Corporate Affairs and General Counsel of GTA Resources and Mining Inc. ("GTA") from 2012 to August, 2017 when he became CEO. He has also served as CEO of CBLT Inc. since 2012.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THESE NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHAREHOLDER'S SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS. MANAGEMENT HAS NO REASON TO BELIEVE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR BUT, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHAREHOLDER'S SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Cease Trade Orders and Bankruptcies

To the knowledge of the Companyotherthan as set out below no director or proposed director (or any of their personal holding companies):

• (a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Company) that:
  • i. was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days issued while the proposed director was in the capacity as director, CEO or CFO of such company; or
  • ii. was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or
• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the company in respect of which the information circular is being prepared) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• (c) has, within the 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 proposed director; or
• (d) has been subject to 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
• (e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.
• (f) Mr. Clausi became a director of Interactive Capital Partners Corporation ("ICPC") in 2014, when ICPC was already the subject of cease trade orders issued by the Ontario, British Columbia, and Alberta Securities Commissions on May 8, 2012, May 9, 2012 and May 17, 2012, respectively, as a result of ICPC's failure to meet its timely disclosure filing obligations. The cease trade orders were revoked by the Ontario and British Columbia Securities Commissions on April 4, 2016 and by the Alberta Securities Commissions on April 6, 2016. Mr. Clausi was a director of CBLT Inc. when it was subject to a Failure to File Cease Trade Order on October 4, 2019. CBLT Inc. soon thereafter filed the required periodic continuous disclosure documents and the Failure to File Cease Trade Order was revoked December 18, 2019.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Board sets salary levels and determines any discretionary awards.The performance indicators used to assess executive officers are more aligned with the success of the Company.The Board believes that this process is appropriate given the Company's current size and focus of operations.

The Company's Board relies on Board discussion to set executive compensation. No benchmarking, formal objectives, criteria or analysis are used to make these determinations. The Board recognizes the need to attract, retain, and motivate the performance of senior management in order to enhance the overall longͲterm value and growth of the Company. In order to do so, the Company needs to be sufficiently competitive to facilitate recruitment and retention of experienced executives in the competitive mining industry, while being fair and reasonable to shareholders.The Board is comprised of experienced public company directors and executives who are aware of what persons filling similar positions at similar companies are paid, and that this informal process is appropriate given the Company's size, stage of development and circumstances.

Although the Board has not formally evaluated the risks associated with the Company's compensation policies and practices, the Board has no reason to believe that any risks that arise from the Company's compensation policies and practices are reasonably likely to have a material impact on the Company.

Compensation Governance

In determining compensation for the Named Executive Officers ("NEOs"), the Company relies solely on the experience and knowledge of the Board in terms of appropriate compensation for NEOs with similar abilities and experience acting for companies at a similar state of development.The Company does not use a formal "peer group" in assessing compensation but rather takes into consideration prevailing industry demand for personnel having comparable skills and performing similar duties, the compensation the individual could reasonably expect to receive from a competitor, and the Company's ability to pay.The compensation of the NEOs is comprised primarily of base salary, bonuses and longͲ term incentive in the form of stock options granted in accordance with the Company's stock option plan (the "Plan").

The Board has the responsibility to oversee the effective compensation, governance and successful functioning of the Company through monitoring policies and fostering an ethical and transparent board and corporate culture; assess the needs of the Company by ensuring a framework for identifying the human resource needs of the Board and senior officers; and fulfill its responsibilities under applicable laws and regulations in respect to compensation policy and practices.

NEOs and directors are not permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Company.

Stock Option Plan

The Plan was implemented in order to provide incentives to directors, officers, senior management personnel, employees and consultants of the Company (collectively "Eligible Persons") and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company's shareholders.The Plan is an important part of the Company's longͲterm incentive strategy.The size of stock option grants to the executive officers is dependent on each officer's level of responsibility,

authority and importance to the Company and the degree to which such officer's long term contribution to the Company will be key to its longͲterm success.The number of options granted does not depend upon nor does it reflect the fulfillment of any specific performance goals or similar conditions. The Company's Plan is set by and is administered by the Board.The Company has no equity compensation plans other than the Plan.Previous grants of stock options are taken into account when considering new grants.

Stock options issuable under the Plan to Eligible Persons (the "Optionee") are as follows:

• a) the aggregate number of shares ("Optioned Shares") that may be issuable pursuant to options granted under the Plan will not exceed 10% of the number of issued shares of the Company at the time of the granting of options under the Plan;
• b) no more than 5% of the issued shares of the Company, calculated at the date the option is granted, may be granted to any one Optionee in any 12 month period;
• c) no more than 2% of the issued shares of the Company, calculated at the date the option is granted, may be granted to any one consultant in any 12 month period;
• d) no more than an aggregate of 2% of the issued shares of the Company, calculated at the date the option is granted, may be granted to an Optionee conducting investor relations activities in any 12 month period.
• e) The maximum number of shares issuable to insiders of the Company:
  • i. within any one year period, and
  • ii. at any one time,

under the Plan, or when combined with all of the Company's other security based compensation arrangements, cannot exceed 10% of the Company's total issued and outstanding securities.

As the Plan is a "rolling" plan, the issuance of additional Common Shares by the Company or the exercise of options will also give rise to additional availability under the Plan.

Options granted pursuant to the Plan have a term of five years and shall vest over a two year period or in such manner as determined by the Board. The exercise price for the Optioned Shares shall be determined by the Board but shall not, in any event, be less than the "Discounted Market Price" (as defined in the TSX Venture Exchange Corporate Finance Manual) of the Company's common shares as traded on the Exchange at the date of or such other price as may be agreed to by the Company and accepted by the Exchange.

In the event an Optionee ceases to be an Eligible Person as a result of having been dismissed from any such position for cause, all unexercised option rights of that Optionee under the Plan shall immediately become terminated and shall lapse, notwithstanding the original term of the option granted to such Optionee under the Plan.

If an Optionee other than a director ceases to be an Eligible Person for any reason other than as a result of having been dismissed for cause or as a result of the Optionee's death, such Optionee shall have the right for a period of 90 days (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of ceasing to be an Eligible Person to exercise the option under the Plan.In the case of a director who is an Optionee and ceases to be an Eligible Person for any reason other than as a result of the Optionee's death, such Optionee shall have the right for a period of 90 days plus one month for each month the Optionee has served as a director of the Company (or until the normal expiry

date of the option rights of such Optionee if earlier) from the date of ceasing to be an Eligible Person to exercise the option under the Plan.

In the event of the death of any Optionee, the legal representatives of the deceased Optionee shall have the right for a period of one year (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of death of the deceased Optionee to exercise the deceased Optionee's option with respect to all of the Optioned Shares of the deceased Optionee to the extent they were exercisable on the date of death

As of September 30, 2020 there are 1,463,750 stock options granted under the Plan, representing approximately 6.36% of the Company's issued and outstanding share capital of 23,011,760 Shares. Based upon the issued capital of the Company as at the date of this Information Circular and the number of stock options currently outstanding under the Plan, the Company can issue a further 837,426 stock options.

Bonuses

Pursuant to an agreement made between the Company and Ventnor Inc. ("Ventnor") (a company owned by Tom Ogryzlo) dated May 31, 2012 and further revised October 31, 2013 and April 14, 2015, the Company paid Ventnor a bonus in March 2015 of US$100,000, which was payable upon the closing of permanent financing that would enable the completion of the Boleo project. Pursuant to the contract, which expired on December 31, 2015 and has not been formally renewed, Ventnor was entitled to have been paid a further bonus of US$50,000, payable upon the hire of a permanent CEO (after approval of the appointment of the permanent CEO by the Board). As of the date of this Circular the bonus has not been claimed.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51Ͳ102F6 Statement of Executive Compensation ("Form 51Ͳ102F6")) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company (to the extent required by the Form 51Ͳ102F6) in respect of each Named Executive Officer as defined in Form 51Ͳ102F6.As of the Company's most recent year end, Mr. Ogryzlo, Mr. Kirkwood (who resigned as of August 15, 2017) and Mr. Misir (who was appointed on August 1, 2017) are the only Named Executive Officers of the Company.

NameandPrincipal Position	Year	Salary($)	Sharebasedawards($)	Optionbasedawards1($)		NonͲEquity Incentiveplan compensation($)	All othercompensation($)	TotalCompensation($)
					AnnualIncentiveplans	Long–termincentiveplans
TomOgryzlo	2019	119,702	Nil	Nil	Nil	Nil	Nil	119,702
Interim CEO	2018	124,537	Nil	Nil	Nil	Nil	Nil	124,537
	2017	117,326	Nil	Nil	Nil	Nil	Nil	117,326
Sri Misir CFO	2019	120,000	Nil	Nil	Nil	Nil	Nil	120,000
	2018	120,000	Nil	Nil	Nil	Nil	Nil	120,000
	2017	30,000	Nil	Nil	Nil	Nil	Nil	30,000

Summary Compensation Table for the three financial year(s) ended December 31

Footnotes:

1. This is a value attributed to the option grant based on the fair value option grants (on the date of the grant) using the Black Scholes calculation method.

Mr. Ogryzlo's services of acting as the Interim CEO of the Company are provided pursuant to a consulting agreement with Ventnor, a company which retains the services of Mr. Ogryzlo.Ventnor was paid a monthly fee of US$10,000 pursuant to a services agreement which expired on December 31, 2015. Effective from January 1, 2016, pursuant to an informal agreement with the Company, Ventnor has continued to provide the services of Mr. Ogryzlo to the Company at the same fee level but had agreed to defer payment of US$2,500 per month, which was accrued by the Company and converted in a shares for debt conversion on August 30 2018, as approved by the TSX Venture Exchange on that date. As of August 16, 2017 Mr. Ogryzlo fees were reduced to US $7,500 monthly without any accrual thereafter. As from October 2018 Mr Ogryzlo's fees are accrued but not paid.

Pursuant to his employment agreement, as CFO Mr. Kirkwood was paid a monthly salary of $12,000. Effective on January 1, 2016, Mr. Kirkwood agreed to defer payment of $3,000 per month that was accrued by the Company and converted in a shares for debt conversion on August 30,2018.He resigned as of August 15, 2017.

Effective August 15,2019 pursuant to a formal agreement with the Company, Misir & Mohan Consulting Services Inc. has agreed to provide services of Mr. Misir to the Company at a monthly fee of $10,000 per month. As from January 2019 My Misir'sfees are accrued but not paid.

Incentive Plan Awards

The following table sets forth information concerning all awards outstanding under optionͲbased incentive plans of the Company at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Named Executive Officers.The Company has not granted any shareͲbased awards.

Name	NumberofSecuritiesUnderlyingUnexercisedOptions(#)	OptionExercisePrice($)	OptionExpirationDate	ValueofunexercisedinͲtheͲmoneyoptions($)
TomOgryzlo	245,000	$0.215	Feb.22,2022	Nil
NigelKirkwood	295,000	$0.215	Feb.22,2022	Nil
SriMisir	100,000	$0.075	August16,2022	Nil

Outstanding option based awards

All options outstanding at December 31, 2017 were modified and reduced from $1.00 to $0.215.See note at the top of page 16 which states that: " On February 8, 2017, the Company granted 1,363,750 stock options with an exercise price of $0.215 and on August 15, 2017 a further 100,000 stock options at an exercise price of $0.075".

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by the Named Executive Officers:

Incentive Plan AwardsͲValue Vested or Earned During the Year

Name	Year	OptionͲbased	ShareͲbased	NonͲequity
		awards–Value	awards–Value	incentiveplan

		vestedduringthe(1)year($)	vestedduringtheyear($)	compensation–Valueearnedduringtheyear($)
TomOgryzlo	2019	Nil	Nil	Nil
	2018	Nil	Nil	Nil
	2017	Nil	Nil	Nil
SriMisir	2019	Nil	Nil	Nil
	2018	Nil	Nil	Nil
	2017	Nil	Nil	Nil

Footnotes:

1 As the market price was lower than the grant price there was no value earned upon options vesting during the year.

Pension Plan Benefits

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

Termination and Change of Control Benefits

Other than as described below, there are no agreements, compensation plans, contracts or arrangements that provide for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a NEO's responsibilities.

In accordance with the expired Ventnor contract, in the event of a termination of the CEO with reasonable cause, either the Company or the CEO may terminate employment immediately upon giving written notice of termination for cause.Without cause, the Company or the CEO may terminate the agreement after giving 30 days written notice to the other of intent to terminate without cause.

Either the Company or the CFO may terminate the CFO's employment by giving one month's written notice to the other of termination. In the event the Company terminates the CFO's employment without reasonable cause, the Company agrees to pay the CFO a oneͲtime severance payment equal to the total of the fees paid to the CFO in the six month period prior to the date of the termination.

Director Compensation

Standard Compensation Arrangements

Each nonͲexecutive director of the Company received an annual retainer fee of $30,000, paid quarterly, meeting fees for each Board or committee of the Board meeting attended of $1,000 per meeting, and reimbursement from the Company for all reasonable travel expenses incurred in connection with Board or committee of the Board meetings.The Chair of the Audit Committee, received an additional $10,000 per year, paid quarterly. With effect from March 1, 2016, the nonͲexecutive directors agreed to defer payment of 25% of their retainer, meeting and chair fees, which was accrued by the Company and settled in a shares for debt conversion as was approved by the TSXͲV on August 30, 2018. As Mr. Ogryzlo is a nonͲindependent director, he receives no additional compensation for serving on the Board.

On February 1, 2017, the nonͲexecutive directors agreed to reduce the annual retainer fee paid to Peter Clausi and Wolf Seidler to $12,000 and to eliminate the attendance fees. Mr. Seidler is also paid a fee of$6,000 in respect of acting as chairman of the audit committee.

Director Compensation Table

The following table sets forth all amounts of compensation provided to the directors, for the Company's financial years ended December 31, 2019 and 2018:As from October 2018 these amounts were accrued but not paid .

Name	Year	Fees	ShareͲ	Option –	NonͲequity	All other	Total
		Earned(1)	based	based award	incentive plan	compensation	($)
		($)	awards	($)	compensation	($)
			($)		($)
Wolf Seidler (2)	2019	18,000	Nil	Nil	Nil	Nil	18,000
	2018	18,000	Nil	Nil	Nil	Nil	18,000
Peter M. Clausi	2019	12,000	Nil	Nil	Nil	Nil	12,000
	2018	12,000	Nil	Nil	Nil	Nil	12,000

Footnotes:

1 This includes meeting fees paid to each independent director.

2 Mr. Seidler was appointed Chairman of the Audit Committee on August 22, 2016

OptionͲbased and ShareͲbased Awards of Directors as at December 31, 2019and 2018
----------------------------------------------------------------------------------	--	--

		OptionͲBased Awards
		Number of	Option	Option Expiration	Value of
		SecuritiesUnderlying	Exercise Price($)(1)	Date	unexercised inͲtheͲmoney options
Name	Year	UnexercisedOptions(#)			($)
Wolf	2019	200,000	$0.215	Feb. 8, 2022	Nil
Seidler	2018	200,000	$0.215	Feb. 8, 2022	Nil
Peter M.	2019	200,000	$0.215	Feb. 8, 2022	Nil
Clausi	2018	200,000	$0.215	Feb. 8, 2022	Nil

Incentive plan awards – value vested or earned during the year

Name	Year	OptionͲbasedawards – Valuevested during theyear1, 2($)	ShareͲbased awards– Value vestedduring the year($)	NonͲequity incentiveplan compensation –Value earned during theyear($)
Wolf Seidler	2019	Nil	Nil	Nil
	2018	Nil	Nil	Nil
Peter M. Clausi	2019	Nil	Nil	Nil
	2018	Nil	Nil	Nil
Ross Glanville	2019	Nil	Nil	Nil
	2018	Nil	Nil	Nil

Footnotes:

1. As the market price was lower than the grant price there was no value earned upon options vesting during the year

2. The value vested or earned on options granted to NEOs is detailed in the table "Incentive Plan Awards – Value Vested or Earned During the Year".

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes relevant information as of December 31, 2019, with respect to compensation plans under which equity securities are authorized for issuance. At that date, the Company had 23,011,760 Shares issued and outstanding.

	Number of securities to	WeightedͲaverage	Number of securities
	be issued upon exercise of	exercise price of	remaining available for
	outstanding options,	outstanding options,	future issuance under
	warrants and rights	warrants and rights	equity compensation
			plans (excluding securities
			reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation	Nil	0.205
plans approved by security			837,426
holders
Equity compensation	Nil	Nil	Nil
plans not approved by
securityholders

On February 8, 2017, the Company granted 1,363,750 stock options with an exercise price of $0.215 and on August 15, 2017 a further 100,000 stock options at an exercise price of $0.075.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is as of the date hereof, or was at any time during the financial year ended December 31, 2019, a director or executive officer of the Company, a proposed management nominee for election as a director of the Company, or an associate of any such director, executive officer or proposed nominee, was indebted to the Company or any of its subsidiaries during the financial years ended December 31, 2019or 2018, or as at the date hereof in connection with security purchase programs or other programs.

PARTICULARS OF ADDITIONAL MATTERS TO BE ACTED UPON AT THE MEETING

ReͲapproval of Stock Option Plan

The Company has established a Plan as described under "Executive Compensation – Stock Option Plan".

Under the policies of the TSX Venture Exchange, a rolling stock option plan must be reͲapproved on a yearly basis by shareholders.Shareholders will be asked to pass an ordinary resolution reͲapproving the Company's Plan.

Recommendation of the Board

The Board of Directors unanimously recommends that the shareholders reͲapprove the Plan.

At the Meeting, shareholders will be asked to pass the following resolution:

"BE IT RESOLVED, as an ordinary resolution, that the Company's Stock Option Plan, be and is hereby ratified, confirmed and approved."

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE OPTION PLAN, UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company's last completed financial year, other than as disclosed elsewhere herein, no informed person of the Company, any proposed director of the Company or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. The term "informed person" as defined in National Instrument 51Ͳ102, Continuous Disclosure Obligations, means:

• (a) a director or executive officer of a reporting issuer;
• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer;
• (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and
• (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

AUDIT COMMITTEE

The Company's Audit Committee is governed by a written charter that sets out its mandate and its duties and responsibilities.A copy of the charter and the disclosure required by National Instrument 52Ͳ 110ͲAudit Committees is contained in Schedule "B".

The members of the Audit Committee are Wolf Seidler (Chair), Peter Clausi, and Tom Ogryzlo. Mr. Seidler and Mr. Clausi are each independent and financially literate.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company's website at www.camrovaresources.com.If you wish to receive the Company's 2019 interim consolidated financial statements and MD&A, please complete the information card sent to all registered shareholders as part of the NoticeͲandͲAccess mailing, and return it to the Company at 55 York Street, Suite 401, Toronto, ON M5J 1R7, to the attention of the Corporate Secretary or contact the Company at (416) 229Ͳ1411.

Financial information is provided in the Company's comparative annual financial statements and MD&A for its most recently completed year, which are filed on SEDAR.

BOARD APPROVAL

The contents of this Information Circular, including any schedules or enclosures provided herewith, and the sending thereof to shareholders entitled to receive Notice of the Meeting, to each Director, to the auditors of the Company and to the appropriate governmental agencies, have been approved by the directors of the Company.

DATED at Toronto, Ontario this 12th day of November, 2020.

By Order of the Board Of Directors

(signed) "Tom Ogryzlo" Per:

Tom Ogryzlo, Interim Chief Executive Officer

SCHEDULE "A"

CORPORATE GOVERNANCE PRACTICES

The following table addresses the disclosure requirements set out in Form 58Ͳ101F1 Corporate Governance Disclosure:

CorporateGovernanceDisclosureRequirement	TheCompany'sApproach
1.BoardofDirectors–
(a) Discloseidentityofdirectorswhoareindependent.	TheCompany'sindependentdirectorsareWolfSeidlerandPeterM.Clausi.
(b) Discloseidentityofdirectorswhoarenotindependentanddescribethebasisforthatdetermination.	TheCompany'ssolenonͲindependentdirectorisTomOgryzlo,InterimCEOoftheCompany
(c)Disclosewhetherornotamajorityofdirectorsareindependent.Ifamajorityofdirectorsarenotindependent,describewhattheboardofdirectors(theboard)doestofacilitateitsexerciseofindependentjudgmentincaringoutitsresponsibilities.	Amajorityofthedirectorsareindependent.
(d) Ifadirectorispresentlyadirectorofanyotherissuerthatisareportingissuer(ortheequivalent)inajurisdictionoraforeignjurisdiction,identifyboththedirectorandtheotherissuer.	ThefollowingdirectorsarepresentlydirectorsofotherreportingissuersasofthedateofthisInformationCircular:xPeterM.Clausi–GTAResourcesandMiningInc.;InteractiveCapitalPartnersCorp;BuccaneerGoldCorp.,GetchellGoldCorp.,GBLTInc.
(e) DisclosewhetherornottheindependentdirectorsholdregularlyscheduledmeetingsatwhichnonͲindependentdirectorsandmembersofmanagementarenotinattendance.Iftheindependentdirectorsholdsuchmeetings,disclosethenumberofmeetingsheldsincethebeginningoftheissuer'smostrecentlycompletefinancialyear.Iftheindependentdirectorsdonotholdsuchmeetings,describewhattheboarddoestofacilitateopenandcandiddiscussionamongitsindependentdirectors.	Theindependentdirectorsdonotholdregularlyschedulemeetings.However,ateachboardmeeting,anincamerasessionmayberequestedprovidingtheopportunityforopenandcandiddiscussionamongtheindependentdirectorswithoutnonͲindependentdirectorsandmembersofmanagementpresent.
(f)Disclosewhetherornotthechairoftheboardisanindependentdirector.Iftheboardhasachairorleaddirectorwhoisanindependentdirector,disclosetheidentityoftheindependentchairorleaddirector,anddescribehisorherroleand	TheChairoftheboardisTomOgryzlo,whoisanonͲindependentdirector.TheboardhasanopportunitytoholdanincamerasessionatanyBoardmeetingwithoutthepresenceofnonͲindependentdirectorsandmembersof

	responsibilities.Iftheboardhasneithera	management.
	chairthatisindependentnoraleaddirectorthatisindependent,describewhattheboarddoestoprovideleadershipforitsindependentdirectors.	Theboardprovidesleadershiptoitsindependentdirectorsbyencouragingmemberstobringforthagendaitems,havingaccesstomembersofmanagementandinformationregardingtheCompany'sactivities,andbyretainingoutsideadvisorswhennecessary.
	(g) Disclosetheattendancerecordofeachdirectorforallboardmeetingsheldsince	Theboardheldatotalof5meetingsduringitsmostrecentlycompletedfinancialyear2019.
	thebeginningoftheissuer'smostrecentlycompletedfinancialyear.	TheattendancerecordforthedirectorsupforreͲelectionisasfollows:
		TomOgryzlo–5of5meetings.
		WolfSeidler–5of5meetings.
		PeterM.Clausi–5of5meetings.
		In2018,theboardheldatotalof5Boardmeetings,allofwhichhavehadfullattendancebydirectors.
2.	BoardMandateͲ
	(a) Disclosethetextoftheboard'swrittenmandate.Iftheboarddoesnothaveawrittenmandate,describehowtheboard	Theboardhasadoptedaformalmandatesettingouttheboard'sresponsibilitieswhichisreviewedonanannualbasis.
	delineatesitsroleandresponsibilities	Theboardmandate,approvedFebruary2017,canbefoundontheCompany'swebsite:www.camrovaresources.com
	3.PositionDescriptionsͲ
	(a) Disclosewhetherornottheboardhasdevelopedwrittenpositiondescriptionsforthechairandthechairofeachboard	Theboardhasadoptedformalwrittenpositiondescriptionsforthechairandthechairofeachboardcommittee.
	committee.Iftheboardhasnotdevelopedwrittenpositiondescriptionsforthechairand/orthechairofeachboardcommittee,brieflydescribehowthe	Theprimaryroleofthechairoftheboardandeachcommitteeismanagingtheaffairsoftheboardorcommittee,includingensuringtheboardorcommitteeisproperlyorganized,functions
	boarddelineatestheroleandresponsibilitiesofeachsuchposition	effectively,andmeetsitsobligationandresponsibilitiesassetoutinitsCharter.
	(b) DisclosewhetherornottheboardandCEOhavedevelopedawrittenpositiondescriptionfortheCEO.IftheboardandCEOhavenotdevelopedsuchapositiondescription,brieflydescribehowtheboarddelineatestheroleandresponsibilitiesoftheCEO4.OrientationandContinuingEducationͲ	TheboardhasadoptedaformalwrittendescriptionfortheCEOpositionoutliningtheCEO'srolesandresponsibilities.

	(a) Brieflydescribewhatmeasurestheboardtakestoorientnewdirectorsregarding(i)theroleoftheboard,itscommitteesanditsdirectors,and(ii)thenatureandoperationoftheissuer'sbusiness	TheCompanydoesnothaveaformalorientationprogramfornewdirectors.NewdirectorsareprovidedwithrelevantmaterialswithrespecttotheCompany,andspendaconsiderableamountoftimebeingorientedonrelevantcorporateissuesbytheCEOandCFOoftheCompany
	(b) Brieflydescribewhatmeasures,ifany,theboardtakestoprovidecontinuingeducationforitsdirectors.Iftheboarddoesnotprovidecontinuingeducation,describehowtheboardensuresthatitsdirectorsmaintaintheskillandknowledgenecessarytomeettheirobligationsasdirectors.	TheCompanydoesnothaveaformalcontinuingeducationprogramforitsdirectors.Boardmembersareencouragedtocommunicatewithmanagement,auditorsandtechnicalconsultantstokeepthemselvescurrentwithindustrytrends,marketdevelopments,andchangesinlegislationwithmanagement'sassistance,andtoattendrelatedindustryseminars.AllboardmembershavevisitedtheCompany'sproperty.
		BoardmeetingsincludepresentationsbytheCompany'smanagementinordertogivethedirectorsfullinsightintotheCompany'soperations.BoardmembershavefullaccesstotheCompany'srecords.Directorsattendconferencesandseminarsrelevanttotheirparticularexpertise.
	5.EthicalBusinessConductͲ
	(a) Disclosewhetherornottheboardhasadoptedawrittencodeforthedirectors,officersandemployees.Iftheboardasadoptedawrittencode:	TheboardhasadoptedaCodeofBusinessConductandEthics(the"Code").Alldirectors,management,employeesandconsultantsarerequiredtoconductthemselvesaccordingtotheCode.
	(i)disclosehowapersonorcompanymayobtainacopyofthecode;(ii)describehowtheboardmonitorscompliancewithitscode,oriftheboarddoesnotmonitorcompliance,explainwhetherandhowtheboardsatisfiesitselfregardingcompliancewithitscode;and(iii)provideacrossͲreferencetoanymaterialchangereportfiledsincethebeginningoftheissuer'smostrecently	AcopyoftheCodeisavailableontheCompany'swebsiteatwww.camrovaresources.com.CopiesoftheCodemayalsoberequestedbycontactingtheCompanyat55YorkStreet,Suite401,M5J1R7,totheattentionoftheSri(Kris)Misir.TheCompanymonitorscomplianceoftheCodebyinstructingmanagementorindividualstobringanybreachoftheCodetotheattentionoftheCFOand/ortheAuditChair.TheBoardkeepsarecordofanydeparturesfromtheCode.Acertificateof

officerthatconstitutesadeparturefromtheCode.
Directorswithaninterestinamaterialtransactionarerequiredtodeclaretheirinterestandabstainfromvotingonsuchtransaction.Itistheresponsibilityofeachdirectortodiscloseallactualorpotentialconflictsofinteresttotheboard.Athoroughdiscussionofthedocumentationrelatedtoamaterialtransactionisrequiredforreviewbytheboard,andinparticulartheindependentdirectors.
TheBoardseeksdirectorswithsuperiorreputationsandextensiveexperienceinordertoensureacultureofethicalbusinessconduct.
TheBoarddrawsonallrelevantsourcesinthesearchfornewdirectors.TheBoardidentifiespotentialboardcandidatesbydeterminingtheneedsoftheboardandconsultingwithmembersoftheboardforpossiblecandidatesthatwillmeettheboard'srequirements.
TheBoarddoesnothaveanominatingcommittee.TheindependentdirectorsoftheBoardmeettoencourageanobjectivenominationprocess.
TheBoarddoesnothaveaseparatenominatingcommittee.
TheBoarddeterminescompensationfortheCompany'sdirectorsandCEObyrelyingontheboardmembers'knowledgeofcompensationpaidfordirectorsandCEOsofcompaniesofsimilarmarketcapitalizationanddeterminesanappropriatecompensationreflectingtheneedtoprovideincentiveandcompensationforthetime,effortandriskexpendedbythedirectorsandCEOwhiletakingintoaccountthefinancialresourcesoftheCompany.Furtherinformationregardingcompensationpaidtodirectorsandexecutivesisavailableinthe
interest.

	CompensationsectionsofthisInformationCircular.
(b) Disclosewhetherornottheboardhasacompensationcommitteecomposedentirelyofindependentdirectors.Iftheboarddoesnothaveacompensationcommitteecomposedentirelyofindependentdirectors,describewhatstepstheboardtakestoensureanobjectiveprocessfordeterminingsuchcompensation.	TheBoarddoesnothaveaseparatecompensationcommittee.Theindependentdirectorsdeterminetheprocessfordeterminingcompensation.
(c)Iftheboardhasacompensationcommittee,describetheresponsibilities,powersandoperationofthecompensationcommittee	TheBoarddoesnothaveacompensationcommittee.Allcompensationmattersaredealtwithbytheboard.
8.BoardCommitteesͲ
Iftheboardhasstandingcommitteesotherthantheaudit,compensationandnominatingcommittees,identifythecommitteesanddescribetheirfunction.	TherearenootherBoardcommitteesotherthantheauditcommittee.
9.AssessmentͲ
Disclosewhatsteps,ifany,thattheboardtakestosatisfyitselfthattheboard,itscommittees,anditsindividualdirectorsareperformingeffectively.Disclosewhetherornottheboard,itscommitteesandindividualdirectorsareregularlyassessedwithrespecttotheireffectivenessandcontribution.Ifassessmentsareregularlyconducted,describetheprocessusedfortheassessments.Ifassessmentsarenotregularlyconducted,describehowtheboardsatisfiesitselfthattheboard,itscommittees,anditsindividualdirectorsareperformingeffectively.	TheBoardconductsinformalassessmentsoftheBoard'seffectiveness,includingitscommittees.ResultsoftheseassessmentsareprovidedtotheBoardforreviewandbroughtforthfordiscussionataBoardmeeting.

CHARTER OF THE AUDIT COMMITTEE

Purpose

The purpose of the Audit Committee (the "Committee") is to act as the representative of the Board of Directors (the "Board") in carrying out its oversight responsibilities relating to:

• x the audit process;
• x the financial accounting and reporting process to shareholders and regulatory bodies; and
• x the system of internal financial controls.

Composition

The Committee shall consist of at least three Directors, a majority of whom shall satisfy the applicable independence and experience requirements of the laws governing the Company, the stock exchanges on which the Company's securities are listed and the applicable securities regulatory authorities. The Committee must be appointed annually by the Board immediately following the Annual General Meeting ("AGM") of the Company.The members of the Committee may appoint a Chair by majority vote of the full membership of the Committee. The Committee Chair must be appointed annually following the AGM of the Company. There is no limit to the number of terms, consecutive or otherwise, a Chair may serve. Each member of the Committee shall be financially literate, meaning that he or she has the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with International Financial Reporting Standards. One member of the Committee must have accounting and financial expertise, meaning that he or she possesses financial or accounting credentials or has experience in finance or accounting.

Authority

The Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties. The Committee shall have appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of compensation to the registered public accounting firm employed by the issuer for the purpose of rendering or issuing an audit report and to any advisers employed by the Committee.

Meetings and Reporting

The Committee is required to meet a minimum of four times annually, and as many additional times as necessary to carry out its duties effectively. The Committee may, on occasion, hold a meeting by conference call. The Committee may invite such officers, directors, and employees of the Company as it may see fit from time to time, to attend meetings of the Committee and assist thereat in the discussion and consideration of any matter.

The Committee is required to meet in camera at each Committee meeting without the presence of management. The Committee is required to meet in camera with the external auditor at least once a year in the absence of Management.

A quorum for the transaction of business at any meeting of the Committee shall be the presence in person or by telephone or other communication equipment, of a majority of the number of members of the Committee or such greater number as the Committee shall by resolution determine.If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall

stand adjourned to the same hour and place on the next business day following the date of such meeting. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour and place on the second business day following the date of such meeting. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present in person or by telephone. If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as there is a quorum of the remaining members.

All decisions of the Committee will require the vote of a majority of its members present at a meeting at which a quorum is present. Actions of the Committee may be taken by an instrument or instruments in writing signed by all members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. Such instruments in writing may be signed in counterparts and by facsimile, each of which shall be deemed to be an original, and all originals together shall be deemed to be one and the same instrument.

The Committee is required to produce draft minutes for each of its meetings within 15 business days following each meeting. Minutes (with appropriate amendments, as agreed to by those in attendance) must be adopted and approved by resolution at the subsequent scheduled Committee meeting. The Committee may appoint a nonͲCommittee member as Recording Secretary at Committee meetings.Any resolutions passed during in camera sessions must be recorded. The Chair and the Recording Secretary are responsible for signing off Committee meeting minutes.

Duties

The Committee's duty is to monitor and oversee the operations of Management and the external auditor. Management is responsible for establishing and following the internal controls and financial reporting processes, and for compliance with applicable laws and policies. The external auditor is responsible for performing an independent audit of the Company's financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements. The external auditor is also responsible for testing and reporting on the Company's internal control procedures and processes.

The Committee should review and evaluate this charter and put forth any amendments or revisions to the Board regarding this charter on an annual basis.

In order to honor the spirit and intent of applicable law as it evolves, the Corporate Secretary will recommend amendments to this charter, as necessary, to the Board, and those amendments, along with any additional changes, where appropriate and necessary, will be given final approval and adoption by the Board.

To fulfill its responsibilities and duties, the Committee shall:

• x Management Oversight

  • o Assess the CEO with respect to performance and compliance of policies and execution of strategy on an annual basis.
  • o Review and evaluate the Company's processes for identifying, analyzing and managing financial risks that may prevent the Company from achieving its objectives.
  • o Review and evaluate the Company's internal controls, as established by Management.
  • o Review and evaluate the status and adequacy of internal information systems and security.
  • o Meet with the external auditor at least once a year in the absence of Management.

• o Request the external auditor's assessment of the Company's financial and accounting personnel.

• o Review and evaluate the adequacy of the Company's procedures and practices relating to currency exchange rates.

• o Review and evaluate the Company's banking arrangements.

• x External Auditor Oversight

  • o Review and evaluate the external auditor's process for identifying and responding to key audit and internal control risks.
  • o Review the scope and approach of the annual audit.
  • o Inform the external auditor of the Committee's expectations.
  • o Recommend the appointment of the external auditor to the Board.
  • o Meet with Management at least once a year in the absence of the external auditor.
  • o Review the independence of the external auditor on an annual basis.
  • o Review with the external auditor both the acceptability and the quality of the Company' accounting principles.
  • o Confirm with the external auditor that the external auditor is ultimately accountable to the Board of Directors and the Committee, as representatives of the shareholders.
  • o Review and if found acceptable recommend to the Board acceptance of the annual work plan and associated fees.

• x Financial Statement Oversight

  • o Review the quarterly reports with both Management and the external auditor.
  • o Discuss with the external auditor the quality and the acceptability of the generally accepted accounting principles applied by Management.
  • o Review and discuss with management the annual audited financial statements.
  • o Recommend to the Board whether the annual audited financial statements should be accepted, filed with the securities regulatory bodies and publicly disclosed.

• x Related Party Transactions

Review for approval all related party transactions.

• x Other
  • o With the input of the Corporate Secretary, review and, at the Committee's discretion, approve and recommend the Company's Code of Business Conduct and Ethics to the Board.
  • o With the input of the Corporate Secretary, review and, at the Committee's discretion, approve and recommend the Company's Whistleblower Policy to the Board.

SCHEDULE "C"

[See attached]

February 12, 2020

To: British Columbia Securities Commission Ontario Securities Commission Alberta Securities Commission TSX Venture Exchange

Dear Sirs/Mesdames:

RE: CAMROVA RESOURCES INC. (the "Corporation")

We have reviewed the Notice of Change of Auditor of the Corporation dated February 12, 2020 (the "Notice") delivered to us by the Corporation in respect of its change of auditor.

Pursuant to subparagraph 6(a)(ii) of section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the Notice and, based on our knowledge of such information at this time, we agree with each statement contained in the Notice, except that we have no basis to agree or disagree with the statement that there have been no modified opinions or reportable events during the period that PricewaterhouseCoopers LLP, Chartered Professional Accountants has been the auditor of the Corporation.

Yours truly,

Wasserman Ramsay Chartered Accountants, Licensed Public Accountants Markham, Ontario

February 12, 2020

To: Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission TSX Venture Exchange

We have read the statements made by Camrova Resources Inc. in the attached copy of change of auditor notice dated February 12, 2020, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated February 12, 2020.

Yours very truly,

Chartered Professional Accountants

PricewaterhouseCoopers LLP PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T: +1 604 806 7000, F: +1 604 806 7806, www.pwc.com/ca

PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

NOTICE OF CHANGE OF AUDITOR

TO:	British Columbia Securities Commission
	Ontario Securities Commission
	Alberta Securities Commission
	TSX Venture Exchange
AND TO:	PricewaterhouseCoopers LLP, Chartered Professional Accountants
AND TO:	Wasserman Ramsay, Chartered Accountants, Licensed Public Accountants
RE:	Notice of Change of Auditor pursuant to section 4.11 of National Instrument 51-$102$ – Continuous Disclosure Obligations ("NI 51-102")

IN ACCORDANCE WITH NI 5-102, Camrova Resources Inc. (the "Corporation") hereby provides notice as follows of a change of its auditors:

• $\mathbf{i}$ . the Corporation has requested and received the resignation of PricewaterhouseCoopers LLP, Vancouver, British Columbia ("PwC") effective as of February 12, 2020,
• $ii.$ the Corporation has appointed Wasserman Ramsay, Markham, Ontario ("Wasserman Ramsay") as its auditor and to hold such position until the close of the next annual meeting of the shareholders of the Corporation;
• iii. the resignation of PwC and the appointment of Wasserman Ramsay has been considered and approved by the Board of Directors of the Corporation;
• iv. there were no modified opinions expressed in the reports of PwC on the Corporation's financial statements for the period commencing at the beginning of the Corporation's two (2) most recently completed financial years and ending on the date of resignation.
• in the opinion of the Corporation, there are no reportable events as defined in NI 51-102. $V_{\bullet}$

The Corporation has requested PwC and Wasserman Ramsay to furnish it with letters addressed to the parties set out above stating whether they agree with the above statements, which letters will be attached hereto.

Dated this 12 th day of February, 2020.

CAMROVA RESOURCES INC. $Per$ Kris Misir, Chief Financial Officer

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