Puma Exploration Inc. — Proxy Solicitation & Information Statement 2020

Aug 3, 2020

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PUMA-TSXV

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

AND MANAGEMENT PROXY CIRCULAR

(Information presented as of July 20, 2020, unless otherwise stated).

Our Annual Meeting of Shareholders will be held on Thursday, September 3, 2020, at 10 am, at the head office of the Company

175, rue Legaré | Rimouski (Quebec) Canada | G5L 3B9 | www.explorationpuma.com

EXPLORATION PUMA INC. 175, rue Legaré, Rimouski (Québec) G5L 3B9

NOTICE OF ANNUAL AND MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Extraordinary Meeting of Shareholders of Puma Exploration Inc. (hereinafter the Company ) will be held at the head office of the Company, located at 175, rue Legaré, Rimouski (Quebec) on Thursday, September 3, 2020, at 10:00 a.m., for the following purposes:

1. To receive the Company’s consolidated annual financial statements, and related auditors’ report for the fiscal year ended February 29, 2020;

2. To elect the Company’s Directors;

3. To appoint Mallette L.L.P. as the auditor for the financial year ending February 28, 2021, and authorize the Directors to fix their compensation;

4. To address any other issue that may be duly submitted to the Meeting or to any continuation thereof in the event of adjournment.

A copy of the annual management report, the consolidated annual financial statements, and the auditors’ report for the fiscal year ended February 29, 2020, is available at www.sedar.com . The management proxy circular includes supplementary information on the issues that will be addressed in the Meeting and, as such, is an integral part of this Notice.

The Board of Directors hopes that every shareholder will be present at the Meeting. However, shareholders who cannot attend the Meeting are asked to complete and return the enclosed proxy form in accordance with the instructions contained therein.

Rimouski (Quebec) July 20, 2020

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Marcel Robillard

Marcel Robillard President and Chief Executive Officer

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MANAGEMENT PROXY CIRCULAR

MATTERS RELATING TO PROXIES

The management proxy circular (the " Circular ") is provided in the context of the solicitation by the management of Puma Exploration Inc. (the Company ) of proxies that will be used in the Annual shareholders’ meeting of the Company (the Meeting ), which will be held Thursday, September 3, 2020, at 10:00 a.m., at the location and for the purposes indicated in the attached notice of meeting (the Notice of Meeting ) and at any continuation thereof in the event of an adjournment. This solicitation is made primarily by mail, but proxies may be done by Internet, telephone or in person by employees of the Company. The Company assumes the costs of this solicitation.

Unless otherwise indicated, the information contained in this Circular is current as of July 20, 2020, and all amounts in this Circular are expressed in Canadian dollars.

REGISTERED SHAREHOLDERS

You should have received a Form of Proxy from the Company’s transfer agent, TSX Trust Company. Follow the instructions on your Form of Proxy to vote by Internet or fax, or complete, sign and mail the Form of Proxy in the postage prepaid envelope provided.

NON-REGISTERED SHAREHOLDERS

Your Common Shares are held in the name of a nominee (securities broker, trustee or other financial institution). You will have received a voting instruction form from your broker. Follow the instructions on your Voting Instruction Form to vote by Internet or fax, or complete, sign and mail the Voting Instruction Form in the postage prepaid envelope provided. To vote in person at the Meeting, see the box on page 4 of this Circular.

QUORUM

The Company’s by-laws set forth that a quorum is reached at a shareholders’ meeting, regardless of the number of persons actually present, when the holder(s) of shares representing 5% of the votes are present in person or represented by proxy.

APPOINTMENT OF PROXIES

The persons mentioned in the attached proxy form are directors of the Company. Any shareholder has the right to appoint a proxy to represent him/her at the Meeting other than the persons whose names appear as proxies in the proxy form attached hereto by crossing out the printed names and inserting the name of the proxy of his/her choice in the space provided for this purpose. A person thus named as proxy is not required to be a shareholder of the Company.

Shareholders who are unable to attend the Meeting are asked to complete the proxy form attached hereto and send it no later than September 1, 2020, before 10:00 a.m. to TSX Trust Company, 301-100 Adelaide Street West, Toronto (Ontario) M5H 4H1, fax it to 1 (416) 595-9593, or may hand it to the President of the Company immediately before the Meeting. If the shareholder is a company, the signature of an officer on the proxy form must be duly authorized in writing.

RIGHT OF REVOCATION OF PROXIES

A shareholder who grants a proxy may revoke it at any time by a written instrument executed by the shareholder or his/her proxy duly authorized in writing or, if the shareholder is a company, by an officer duly authorized in writing, and by submitting it at the Company’s head office or to TSX Trust Company, 301-100 Adelaide Street West, Toronto (Ontario) M5H 4H1, by faxing it to 1 (416) 595-9593 or online at www.voteproxyonline.com no later than September 1, 2020, before 10:00 a.m. or handing it to the Chairman of the Meeting immediately before the start of the Meeting or its adjournment.

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INFORMATION FOR BENEFICIAL SHAREHOLDERS

Only registered shareholders or holders of a duly designated proxy are eligible to attend and vote at the Meeting. Shareholders who do not hold their shares in their own name (the “Beneficial Shareholders” ) are advised that only the proxies of registered shareholders may be recognized and used for a vote at the Meeting. Beneficial Shareholders who fill out and return a proxy shall indicate the name of the person (usually a brokerage house) that holds their shares as the registered shareholder. Each intermediary (broker) has its own mailing procedure and provides its own return instructions, which should be carefully followed. The proxy provided to Beneficial Shareholders is identical to the one provided to registered shareholders. Nevertheless, its purpose is limited to instructing the registered shareholder on how to vote in the name of the Beneficial Shareholder.

If the shares appear on the account statement supplied to a shareholder by a broker, then, generally speaking, these shares will not be registered in the name of the shareholder in the Company’s records. It is probable that these shares will be registered in the name of the shareholder’s broker or an agent of the broker. In Canada, most of these shares are registered in the name of CDS & Co. (the name of registration of Clearing and Depository Services Inc. which acts as nominee for many Canadian brokerage firms). The voting rights attached to shares held by brokers or their nominees may not be exercised in favour of or against resolutions, except as directed by the shareholder. Without specific instructions, brokers or nominees are prohibited from exercising the voting rights attached to the shares of their customers. The directors and executive officers of the Company do not know for whose benefit the shares registered in the name of CDS & Co. are held.

Brokers and other intermediaries are required to request voting instructions from the Beneficial Shareholders before shareholder meetings. Brokers and other intermediaries have their own specified sending procedures and instructions for returning documents, which must be followed to the letter by the Beneficial Shareholders so that their voting rights can be exercised at the Meeting. In Canada, most brokers now delegate the responsibility of obtaining instructions from their customers to Broadridge Financial Solutions, Inc. (“BFSI”). A Beneficial Shareholder who receives a voting instruction form from BFSI may not use this form to vote directly at the Meeting. If you have any questions about exercising your voting rights attached to the shares that you hold through a broker or another intermediary, please contact this broker or other intermediary directly.

Since the Company has limited access to the names of its non-registered Shareholders, if you attend the Meeting, the Company may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or Form of Proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting. Please register with the transfer agent, TSX Trust Company, upon arrival at the Meeting.

Unless otherwise indicated in this Circular as well as the attached proxy form and Notice of Meeting, “Shareholders” refers to registered shareholders.

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EXERCISE OF DISCRETIONARY POWER CONFERRED BY PROXY

The voting right conferred by common shares (the “Shares”), for which a proxy is given by the form duly signed in favour of the persons who are therein designated, will be exercised at the time of any vote held at the Meeting according to the instructions given. For votes on the election of directors, the appointment of auditors, the voting rights conferred by these shares will be exercised for the same purposes and in the manner provided for in the relevant sections of this Circular, unless there is a request in the proxy to abstain from voting on the election of directors or the appointment of auditors.

The directors soliciting the proxy are committed to respecting the instructions given by a shareholder in the proxy form. If no instructions have been given, votes will be expressed in favour of the adoption of the resolutions set forth in the Notice of Meeting. The proxy attached hereto confers a discretionary power with regard to any amendment relating to matters set forth in the Notice of Meeting as well as any other matter that may be normally raised at the Meeting. As of the date of this Circular, the Company’s Directors have no knowledge of any amendment to the matters mentioned in the Notice of Meeting nor with respect to any other matter that may be raised at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS ON THE AGENDA

The Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any of the following persons in any matter to be acted upon at the Meeting:

• a) each 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;

• b) each proposed nominee for election as a director of the Company; and

• c) each associate or affiliate of any of the foregoing.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital stock of the Company consists of an unlimited number of common shares without par value.

On July 20, 2020, 33,344,974 shares of the Company were issued and outstanding. Each share confers a voting right to its holders duly registered in the Company’s records on July 31, 2020, i.e. the record date determining the shareholders entitled to receive the Notice of Meeting and to vote at the Meeting. Holders of shares acquired after the record date have the right to vote in the Meeting if they present one (or more) share certificate(s) registered in their name and if they demand the inclusion of their name on the list of shareholders entitled to vote at least 48 hours before the Meeting.

To the knowledge of the Company’s management, as of the date of this Circular, there is no person holding, directly or indirectly, control over more than 10% of the Company’s outstanding shares.

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DETAILS OF ISSUES TO BE ADDRESSED AT THE MEETING

1- AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

The audited consolidated annual financial statements of the Company for the year ended February 29, 2020, together with the notes thereto and the auditor’s report thereon will be submitted at the Meeting. These audited consolidated financial statements and related management’s discussion and analysis were sent to all Shareholders who requested them in conjunction with this meeting. Receipt at the Meeting of such consolidated annual financial statements and the report of the auditor thereon will not constitute approval or disapproval of any matters referred to therein.

2- ELECTION OF THE COMPANY’S DIRECTORS

The general by-laws stipulate that Company’s affairs are administered by a Board of Directors composed of a minimum of three (3) and a maximum of fifteen (15) directors. At present, there are three (3) directors. The term of each director elected at the Meeting expires on the date of the annual meeting following his election or his appointment or on the date when his successor is elected or appointed, unless he resigns, or his position becomes vacant due to his death or some other reason, according to the Company’s by-laws.

You can vote for the election of all the candidates described below, vote for the election of some of them and withhold from voting for others, or withhold from voting for all of them. Unless otherwise instructed, the persons named in the accompanying form of proxy will vote FOR the election of each of the candidates described below as director of the Company.

The Company’s management does not contemplate that any of the candidates will be unable to act as director and only Mr. Raphael Fournier is unwilling to fulfil such function for any reason.

The following information regarding the candidates for director, is based on the information provided to the Company by these candidates:

Name, province of residence, country and position within the Company	Principal Occupation	Director since	Number of common shares owned or controlled as at July 20, 2020
Marcel Robillard(1) Province of Quebec, Canada President and Chief Executive Officer and director	President and CEO of Puma Exploration Inc.	2009	1,646,270(2)
Richard Thibault(1) Province of New Brunswick, Canada Director	Mining Consultant	2011	395,714(3)
Michel Fontaine Province of Quebec, Canada Director	President and CEO of Windfall Geotek Corp.	-	-

(1) Members of the audit committee.

(2) Not including 132,500 shares that may be issued to him through stock options and 100,000 warrants.

(3) Not including 97,500 shares that may be issued to him through stock options and 394,714 warrants.

All above-mentioned candidates are directors of the Company since the date indicated above and were elected directors of the Company during an annual meeting of shareholders for which the convocation contained a management proxy circular except M. Michel Fontaine.

Michel Fontaine graduated in administration from the University of Laval, he was Vice-President of Diagnos from 2005 to 2017, director of Metanor Resources Inc. (MTO) from 2014 to 2017, director of Majescor Resources Inc. (MJX) from 2015 to 2017, President and CEO of Albert Mining Inc. from 2017 to 2019. Currently, he is President and CEO of Windfall Geotek Inc. and a director of Everton Resources Inc. (EVR).

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2- ELECTION OF THE COMPANY’S DIRECTORS (CONTINUED)

The fact that certain directors and officers of the Company are associated with other resource companies may lead to situations of conflict of interest. If a director or officer is placed in a situation of conflict of interest, he shall abstain from taking part in discussions, decisions, and voting.

The Company’s directors, officers, and insiders control a total of 2,041,974 issued and outstanding shares, i.e. approximately 4% of the Company’s issued and outstanding shares.

Please refer to the section “Compensation of Executive Officers and Directors” for information about the various interests of the candidates for director.

To the knowledge of the Company, and according to the information that the candidates for election to the Board of Directors have provided to it, none of the candidates:

• a) is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director, chief executive officer or chief financial officer of any company (including the company in respect of which the information circular is being prepared) that,

• i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

• ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which the order was made and whether the order is still in effect; or

• b) is, as at the date of the 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, state the fact; or

• c) has, within the 10 years before the date of the 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, state the fact.

Also, to the knowledge of the Company, no candidate for election as director has been subject to:

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

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

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3- APPOINTMENT OF AUDITOR

The Board proposes that Mallette L.L.P. be appointed the Company’s auditor and that the directors of the Company be authorized to establish their compensation upon recommendation of the Audit Committee.

Except when instructions have been given to abstain from voting on the appointment of the auditor, the persons whose names appear in the attached proxy form shall vote in favour of the appointment of Mallette L.L.P., and the authorization for the Company’s directors to establish their compensation, unless the shareholders signing the proxy has indicated his/her intention to abstain from voting in connection therewith.

FEES FOR THE AUDITORS’ SERVICES

In addition to handling the auditing of the Company’s financial statements, Mallette L.L.P. has not provided the Company with other services and has billed for the following fees to the Company over the past two fiscal years:

Fees	Fiscal year ended February 29, 2020 ($)	Fiscal year ended February 28, 2019 ($)
Fees for audit(1)	28 875	23 850
Fees for services associated with the audit(2)	-	-
Fees for tax services(3)	-	-
Total	28 875	23 850

(1) Refers to total fees billed by the Company’s outside auditor for audit services.

(2) Refers to total fees billed for associated services rendered by the outside auditors that are reasonably related to the performance of the Company’s audit and are not included in the fees referred to in[ (1)] above, including professional services provided by the Company’s outside auditor pertaining accounting reporting standards.

(3) Refers to the total fees billed for professional services rendered by the outside auditor pertaining to tax compliance and tax consulting.

USE OF CERTAIN EXEMPTIONS

At no time since the start of the Company’s fiscal year ended February 29, 2020, has the Company claimed the exemption provided for under Article 2.4 (exception for services not associated with the audit of minimal value) of Regulation 52-110 or an exemption of all or part of Regulation 52-110 granted by virtue of Part 8 (exemptions) of Regulation 52-110.

However, the Company is relying on the exemption set out in section 6.1 of Regulation 52-110 respecting Audit Committees with respect to certain reporting obligations.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has not adopted special policies and procedures for the awarding of contracts related to services not associated with auditing.

5- OTHER MATTERS

Management of the Company is not aware of any other matter to come before the meeting other than those referred to in the notice of meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying Form of Proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

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COMPENSATION OF DIRECTORS AND EXECUTIVES OFFICERS

NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION, EXCLUDING COMPENSATION SECURITIES

The following table sets forth information required under Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (the “Form 51-102F6V”) of NI 51-102 concerning all compensation paid, made payable, awarded, granted, gave or otherwise provided by the Company for the two most recently completed financial years to all persons acting as Named Executive Officers (as defined herein) or director of the Company for services provided, directly or indirectly, to the Company during the financial year ended February 29, 2020. These amounts include the annual base salary and certain other forms of remuneration, the payment having been made or postponed. “Named Executive Officers” means the following persons:

• a) a Chief Executive Officer (“CEO”);

• b) a Chief Financial Officer (“CFO”);

• c) each of the most highly compensated executive officers, or the most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

• d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

The following table presents information regarding all compensation paid, payable, awarded, granted, given or otherwise attributed to NEOs of the Company for services rendered to the Company during the three (3) most recently completed financial years:

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites (1) ($)	Value of all other compensation (2) ($)	Total compensation ($)
Marcel Robillard President and Chief Executive Officer and Director	2020 2019 2018	150 000 150 823 120 462	- - 30 000	- - -	- - -	- - -	150 000 150 823 150 462
Ginette G. Brisson Chief Financial Officer	2020 2019 2018	40 851 43 089 51 566	10 000 6 000 -	- - -	- - -	- - -	50 851 49 089 51 566
Dominique Gagné VP Exploration(3)	2020 2019 2018	57 692 109 161 94 659	- 12 000 -	- - -	- - -	- - -	57 692 121 161 94 659
Raphael Fournier(4) Director	2020 2019 2018	- - -	- - -	- - -	- - -	- - -	- - -
Richard Thibault Director	2020 2019 2018	- - -	- - -	- - -	- - -	- - -	- - -

(1) Value of perquisites is indicated only if such perquisites are not generally available to all employees of the Company, are not integrally and directly related to the performance of the Director or Named Executive Officer’s duties and that, in aggregate, are greater than: a) $15,000, if the Named Executive Officer or Director’s total salary for the financial year is $150,000 or less, b) 10% of the Named Executive Officer or Director’s salary for the financial year, if the Named Executive Officer or Director’s total salary for the financial year is greater than $150,000 but less than $500,000, or c) $50,000, if the Named Executive Officer or Director’s total salary for the financial year is $500,000 or greater.

• (2) The Company does not offer any pension plan or defined benefit or contribution plans in favor of its directors and Named Executive Officers.

• (3) End of mandate – October 3, 2019.

• (4) End of mandate – September 3, 2020.

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OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

In the last financial year ended February 29, 2020, no stock options were granted.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

During the last fiscal year, no compensation securities have been exercised.

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

The following table presents for each NEO all awards outstanding at the end of the last completed financial year :

Name	OPTIONS-BASED ASSIGNMENTS	OPTIONS-BASED ASSIGNMENTS	OPTIONS-BASED ASSIGNMENTS	OPTIONS-BASED ASSIGNMENTS	ACTIONS-BASED ASSIGNMENTS	ACTIONS-BASED ASSIGNMENTS	ACTIONS-BASED ASSIGNMENTS
	Number of securities under-lying unexercised(2) options	Option exercice price ($)	Option expiration date	Value of unexercised in-the- money options(1)	Number of shares or units of shares that have not vested	Market or payment value of share-based awards that have not vested ($)	Market or payment value of vested share- based awards not paid out or distributed ($)
Marcel Robillard	42 500	1,00	15-09-2022	0	n/a	n/a	n/a
	90 000	1,00	12-06-2023	0	n/a	n/a	n/a
Ginette G. Brisson	2 500	3,50	10-03-2021	0	n/a	n/a	n/a
	15 000	1,00	15-09-2022	0	n/a	n/a	n/a
	25 000	1,00	12-06-2023	0	n/a	n/a	n/a
Dominique Gagné(3)	40 000	1,00	15-09-2022	0	n/a	n/a	n/a
	75 000	1,00	12-06-2023	0	n/a	n/a	n/a
Richard Thibault	20 000	3,50	10-03-2021	0	n/a	n/a	n/a
	17 500	1,00	15-09-2022	0	n/a	n/a	n/a
	60 000	1,00	12-06-2023	0	n/a	n/a	n/a

(1) The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of the Company on the TSX Venture Exchange on February 29, 2020 ($0.065), less the respective exercise price of the options.

(2) As at February 29, 2020, all outstanding stock options were exercisable without restrictions or conditions.

(3) End of mandate – October 3, 2019.

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STOCK OPTION PLANS AND OTHER INCENTIVE PLANS (CONTINUED)

STOCK OPTION PLAN

In 2003, the Board of Directors established a stock option plan that was ratified by the shareholders on April 4, 2003 (the “Stock Option Plan”) pursuant to which options may be granted in favor of directors, officers, employees and consultants providing ongoing services to the Company.

The exercise price, terms and conditions of the options are established by the Board of Directors, subject to the rules of the regulatory authorities having jurisdiction over the securities of the Company. The exercise price at the time of the grant of the options shall not be less than the closing market price of the Common Shares listed on the TSX Venture Exchange (“TSXV”) on the day prior to their grant. The options granted may be exercised during a period not exceeding 10 years. The options are non-transferable. For any option granted under the Stock Option Plan, the Board of Directors may, at its sole discretion, determine whether such option shall vest immediately or be subject to such vesting schedule as the Board of Directors may deem appropriate in the circumstances.

The Board of Directors is responsible for the revision of any required modifications to the Stock Option Plan.

As of the date hereof, 2,100,000 Common Shares are reserved for the exercise of options pursuant to the Stock Option Plan. Considering that the TSXV requires that stock option plans reserving more than 10% of the issued and outstanding common shares at the time of its adoption or amendment must be approved by shareholders, the shareholders have previously approved the Stock Option Plan. 1,387,500 stock options remain to be granted under the Stock Option Plan.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

There are no employment, consulting or management agreements or arrangements under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company that were performed by a Named Executive Officer or a director of the Company.

In addition, there are no payment plans or benefits for Named Executive Officers or directors of the Company following their resignation, retirement or any other end of employment with the Company, as the case may be, or following a change of control of the Company or a change in responsibilities following a change of control of the Company.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Determination of Compensation

The Board of Directors of the Company has the responsibility to recommend to the Named Executive Officers the compensation policy in order to make sure it is consistent with the Company's business plan, strategies and objectives. The Board has the responsibility of analyzing all questions relating to, namely, human resources planning, compensation for executive officers, directors and other employees, short and long-term incentive programs and employee benefits programs, and recommends the appointment of executive officers.

General Principles of Executive Compensation

The compensation paid to Named Executive Officers has the following primary objectives:

• offer total compensation capable of attracting and retaining top level executive officers required to ensure the Company’s short and long-term goals and success; and

• motivate the executive officers in achieving and exceeding the goals of the Company and of its shareholders.

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STOCK OPTION PLANS AND OTHER INCENTIVE PLANS (CONTINUED)

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION (CONTINUED)

Components of the Compensation Policy

The compensation policy consists of the sum of (i) base salary and (ii) long term incentive compensation.

Each of these elements, together with the Company’s philosophy with respect to same, is hereinafter detailed.

Base Salary

The Company’s base salary policy considers the current conditions of the competitive market, experience, return or expected return on investment and particular qualifications of executive officers. The base salary is not measured with market comparators.

The salaries of the Named Executive Officers are reviewed and recommended for approval to the Board of Directors yearly. The Board will consider the general experience of its members in assessing base salaries.

Long Term Incentive Compensation

The establishment of a balance between short and long-term compensation is essential for the Company's performance. For this reason, the Company has adopted the Stock Option Plan in 2003 allowing the grant of options to officers, directors, key employees and consultants of the Company. Reference is made to the description of such plan under the heading “Stock Option Plan” hereinabove.

In general, the Board of Directors determines the number of options granted annually according to the level of responsibility and authority of each of the executive officers. The total amount of stock options issued over the past years is looked at but does not have a material impact on the number of options to be granted to the executive officers. The options are granted at market value at time of grant and may be exercised over ten years.

For the directors of the Company, the number of options granted annually to them is determined by the Board of Directors without applying any known or measurable objectives. Criteria such as the Company’s global performance are looked at in determining the number of options to be granted to the directors.

The purpose of the Stock Option Plan is to serve as an incentive for the directors, officers and consultants who will be motivated by the Company’s success as well as to promote ownership of Common Shares by these people. There is no performance indicator relating to profitability or risk attached to the Stock Option Plan.

The long-term incentive compensation is not based on known or measured corporate or individual performance objectives but is determined in a view to improve the executive officers’ salaries and to encourage the work of these persons towards an increase of the earnings per share.

Compensation of directors

The compensation of the directors is established by the Audit Committee. Directors that are not NEOs do not receive a fee for each Board or committee meeting to which they attend. For the year ended February 29, 2020, the directors that are not NEOs received no compensation. The directors sometimes receive stock options, at the discretion of the Audit Committee.

General

The compensation seeks to primary reward the superior performance through both individual and corporate results and the increased shareholder value. In reviewing executive officers’ compensation, the Board of Directors will take into consideration numerous factors that are not easily measurable, but which consider the individual performance, experience, integrity and peer appreciation.

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Pension Plan Benefits

The Company does not offer any pension plan benefits to any of its directors and Named Executive Officers.

EQUITY COMPENSATION PLANS INFORMATION

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Option, or Warrants or Rights (a)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans, (excluding securities reflected in column (a)) (c)
Equity compensation plans of the Company approved by security holders	712 500	1,08	1 387 500
Equity compensation plans not approved by security holders	n/a	n/a	n/a
Total	712 500	1.08	1 387 500

INDEBTEDNESS TO THE COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, no amounts are owed to the Company by any director, executive officer, employees or any former director, executive officer or employee of the Company or any of its subsidiaries, or any proposed director of the Company or associate of the foregoing. During the fiscal year ending February 29, 2020, the Company did not grant any loan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Company, no informed person of the Company, proposed director of the Company, or any person associated or affiliated to said officials has had any material interest, direct or indirect, in a transaction having been concluded since the beginning of the most recently completed fiscal year or in any proposed transaction which has or would affect in a material manner the Company or one of its subsidiaries.

LIABILITY INSURANCE FOR DIRECTORS AND EXECUTIVE OFFICERS

The Company has liability insurance for its directors and officers, which protects them from the liabilities they incur in their capacity as director or executive officer. The insurance policy provides a maximum annual insurance coverage of $2,000,000. The Company will pay an annual premium of $13,603 for this insurance policy.

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GOVERNANCE PRACTICES

BOARD OF DIRECTORS

The mandate of the Board of Directors is to supervise the management of the affairs of the Company and to act in the best interests of the Company.

The Board holds meetings during which it reviews the activities of the Company. The frequency of the meetings of the Board and the nature of the items on the agenda will vary depending on the activities and priorities of the Company. During the year ended February 29, 2020, the Board met 6 times.

The governance practices of the Board, which must be disclosed annually pursuant to the applicable securities legislation and the policies of the TSX Venture Exchange, are reproduced at Schedule B of this Circular.

AUDIT COMMITTEE

The charter of the Company's Audit Committee is presented in Schedule A of this Circular. The Audit Committee's general mandate is to examine and recommend to the Board the approval of the Company's annual and quarterly consolidated financial statements as well as the management reports and in particular:

• to study and assess all aspects of the Company's financial information reporting process, internal controls, risks, and insurance coverage;

• to present relevant recommendations on these subjects to the Board; and

• to supervise the establishment and management of policies and directives regarding financial information and internal control, and to ensure that the process of certifying the consolidated annual financial statements meets the applicable standards.

In addition, this committee evaluates and supervises the risk-management program and provides pre-approval reviews of all transactions between related parties; after this evaluation, it provides its recommendations to the Board.

The Audit Committee ensures that the external auditors remain independent of Management. The Committee reviews the proposed audit and its execution, evaluates the auditors’ performance, and makes recommendations to the Board of Directors. The Committee reviews the auditors’ compensation, makes recommendations in this regard, and pre-authorizes mandates unrelated to auditing, as permitted by law.

When it considers it necessary, the Committee meets jointly and separately with Management and with the external auditors to discuss the Company's financial affairs.

COMPOSITION

As of the date of this Circular, the Audit Committee includes Mr. Raphaël Fournier, Mr. Richard Thibault, and Mr. Marcel Robillard, who are all Directors of the Company. Mr. Raphaël Fournier and Mr. Richard Thibault are considered to be independent members, and the three directors have financial expertise, as these terms are defined in Regulation 52-110 regarding Audit Committees (“Regulation 52110”). According to Regulation 52-110, a person has “financial expertise” when he/she has the ability to read and understand a set of financial statements that present accounting matters of a scope and a level of complexity that are on the whole comparable to those that may reasonably be expected to be raised by the Company’s consolidated financial statements.

Under Regulation 52-110, the Company, as an emerging issuer, is exempt from the requirement that each of the members of its Audit Committee be independent. However, in accordance with Policy 3.1 of the TSX Venture Stock Exchange, the majority of the members of the Company's Audit Committee must be directors who are not officers or employees of the Company or of companies in its Group. The Audit Committee must include at least three directors, the majority of whom are not employees, major shareholders, or officers of the issuer.

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AUDIT COMMITTEE (CONTINUED)

RELEVANT TRAINING AND EXPERIENCE

The training and experience of each member of the Audit Committee relevant to his/her responsibilities as members of the Audit Committee are as follows:

MARCEL ROBILLARD is a geologist and a 1993 graduate of Université du Québec in Montreal. He also earned a master’s degree in earth sciences in 1995. Since September 2010, he is president and CEO of Puma Exploration (PUM-TSX-V). He is Director of PEZM Gold Inc.(PEZM-H). From 1998 to 2007, he was project geologist and project manager for Géominex, a geology and exploration consulting company where he was president from 2007 to 2015.

RICHARD THIBAULT has a B.Sc. (Mining Engineering) from Queen's University of Canada. He is a Professional Engineer (P.Eng.) with over 40 years of mining experience in engineering, operations, management and consulting in North and South America and Southeast Asia. He is currently the President and Principal at The AVOT Group. Prior, he was Group Chief Operating Officer, Mining of Malaysia Smelting Company Bhd. and Senior General Manager of its subsidiary Rahman Hydraulic Tin Sdn. Bhd., along with being CEO of Asian Metal Mining Consultancy. From 2008 to 2013 he was Chief Executive Officer and Director of Antioquia Gold Inc. (AGD-V) a publicly traded company with mining interests in Colombia. From 1996 to 2006, Mr. Thibault worked in Argentina, Bolivia, Chile, Colombia, Ecuador, Mexico, Panama, Peru and Venezuela. While based in Buenos Aires, Argentina, he held the position of President of High American Gold Inc., a publicly traded junior mining company, and Managing Director of Procesadora de Boratos Argentinos S.A. (PBA), a private industrial mineral company. In Santiago, Chile, he was the General Manager of the consulting firm BGC-AVOT Engineering Inc. In 2006/07, he held the position of Vice President, Minerals of Daleco Resources Corp., a United States based publicly traded company. Before moving to South America, he worked for the Canadian company, Fording Coal Ltd., in progressively responsible positions.

RAPHAËL FOURNIER graduated with a Bachelor of Business Administration degree (B.A.A.) in 2000 from the Université du Québec à Rimouski (UQAR). He also holds a certificate in Environmental Science obtained in 2016. From 2000 to 2002, he acted as Data Management Analyst at the Laurentian Bank of Canada Head Office. From 2005 to 2008, he worked for Desjardins Group as a Financial Advisor. For the period 2007 to 2013, he was president and CEO of the privately held firm Groupe BRF. Since 2010, he has been conducting compliance audits in various fields of activity on behalf of the Bureau de Normalisation du Québec (BNQ).

REPORT ON GOVERNANCE PRACTICES

With respect to corporate governance practices, the Company is governed by Regulation 58-101 – Disclosure of Corporate Governance Practices and by National Policy 58-201 – Corporate Governance Guidelines. Policy 58-201 sets out guidelines for effective corporate governance, addressing topics such as the constitution of the Board of Directors, the mandate of the Board of Directors, orientation and continuing education, as well as periodic assessments of the Board of Directors. In accordance with Regulation 58-101 and Policy 3.1 of the TSX Venture Exchange, each reporting issuer, such as the Company, must publish its corporate governance practices annually. This statement of practices is presented in Schedule B of this Circular.

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OTHER AGENDA ITEMS

The Company's management is unaware of any change regarding the items listed in the Notice of Meeting or of any other item that could be submitted to the Meeting, apart from those mentioned in the Notice of Meeting. However, if changes concerning the items on the agenda mentioned in the Notice of Meeting or other items, are submitted to the Meeting in valid form, the attached proxy form confers discretionary power upon the persons named therein to vote, using their best judgment, on the related changes or on other items.

PROPOSALS FROM SHAREHOLDERS

Any shareholder who wishes to present a proposal at the next Annual Meeting in 2021 must submit this proposal to the Company before April 30, 2021, so that it can be included in the management proxy documents for that annual meeting.

ADDITIONAL INFORMATION

Financial information concerning the Company appears in the Company’s consolidated annual financial statement and management report for the fiscal year ended February 29, 2020.

Shareholders may obtain additional information concerning the Company on the SEDAR Web site at www.sedar.com or on the Puma Exploration site at www.explorationpuma.com.

APPROVAL

The Company's Board of Directors has approved the contents of this Circular and its release to shareholders.

Rimouski (Quebec)

Date: July 20, 2020

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) Marcel Robillard

President and Chief Executive Officer

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SCHEDULE A

PUMA EXPLORATION INC. (THE “COMPANY”) AUDIT COMMITTEE CHARTER

CONSTITUTION, COMPOSITION, AND QUORUM

By resolution, the Board has constituted an Audit Committee, comprising a minimum of three members who must possess financial expertise that complies with the laws, regulations, and policies applicable to matters concerning securities, in particular Regulation 52-110. A majority of the committee members must be independent directors. In addition to other skills, each member of the committee should be capable of reading and understanding financial statements. A majority of the members must be residents of Canada. A committee quorum consists of a majority of its members. The Audit Committee has the power to appoint a President and a VicePresident.

POWERS AND AUTHORITY

In exercising its functions, the Committee has the right to examine the books, records, and accounts of the Company and its subsidiaries and to discuss any matters concerning the financial situation of the Company and its subsidiaries with the officers and auditors of the Company and its subsidiaries.

The external auditors report directly to the Audit Committee, which has the authority to communicate directly with the external auditors. The external auditors attend all meetings of the Committee when reports or consolidated financial statements prepared by them or public releases based on these reports or statements are to be examined or approved by the Committee. They may also be invited to other meetings. The President of the Committee must convene a meeting when requested by the external auditors. The Audit Committee must meet with the external auditors in the absence of management at least once a year, during the presentation of the consolidated annual financial statements, and at any time upon request.

At any time, the Committee may summon any of the Company's employees to question him/her about the Company's financial data and may and should inquire about any complaint or concern raised on the subject of accounting, internal accounting controls, or auditing.

The Audit Committee has full discretion to recruit the services of legal counsel or other independent advisers to assist it in carrying out its duties and functions and has the authority to approve and ensure the payment of their fees and expenses.

DELEGATION

The Audit Committee may not delegate any part of its mandate whatsoever to Management. However, the Committee may delegate to one or more of its independent members the power of prior approval of services not related to auditing, as long as the prior approval is presented to the Audit Committee at its first regular meeting after the approval and the terms of Regulation 52-110 regarding Audit Committees and the policies and procedures of prior approval are adopted by the Audit Committee.

REPORTS

The Audit Committee must report on its work, activities, and decisions to the Directors at the Directors' meeting following its meeting, mentioning all the points discussed, the decisions made, the methods used to study and check the reports, statements, and documents submitted, the Committee members’ level of satisfaction with them, pending matters and disagreements, and the decisions made.

COMPENSATION

The Directors determine the compensation given to members of the Audit Committee for their services.

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MANDATE

1. The Audit Committee must recommend to the Board of Directors:

2. a. The external auditors to be appointed for the preparation or issuance of an auditor's report or to provide other auditing, examination, or certification services to the Company;

3. b. The compensation of external auditors.

4. The Audit Committee must be directly responsible for the supervision of the work of the external auditors hired to prepare or issue an auditor's report or to provide other auditing, examination, or certification services to the Company, including the resolution of conflicts between Management and the external auditors regarding financial information.

5. The Audit Committee must give prior approval for all services not related to auditing that the external auditors have to provide to the Company or to its subsidiaries.

6. The Audit Committee must examine all financial statements, management reports, and public releases concerning the Company's annual and interim performance before the Company publishes them.

7. The Audit Committee must make certain that adequate procedures are in place to examine the Company’s public releases of financial information extracted or derived from its financial statements (other than the information mentioned in Item 4) and must periodically assess the adequacy of these procedures.

8. The Audit Committee must establish procedures:

9. a. Concerning the receiving, filing, and handling of complaints received by the Company on the subject of accounting, internal accounting controls, and auditing;

10. b. Concerning the confidential, anonymous submission by Company employees of concerns over questionable accounting or auditing matters.

11. The Audit Committee must consider and approve the Company's hiring policies regarding junior partners, employees, and former junior partners and employees of the Company's current and former external auditors.

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SCHEDULE B

PUMA EXPLORATION INC. (THE “COMPANY”) GOVERNANCE PRACTICES

1. BOARD OF DIRECTORS

a) List of the directors who are independent.

Presently, among the three (3) directors making up the Board of Directors for the current fiscal year, two (2) meet the definition of independent directors: M. Raphael Fournier and Mr. Richard Thibault.

The Board of Directors has established that the two (2) directors considered to be independent have no significant relationship or connection with the Company arising from 1) positions held within the Company, 2) positions held by members of their immediate family, 3) connections between them and the Company's auditor, 4) positions held within other entities that have Board or committee members in common with the Company or its subsidiaries, 5) compensation received or consulting fees received, or 6) the fact that this person is both a director and an employee of a company that controls the other or of companies that are controlled by the same person, all as defined in Articles 1.4 and 1.5 of Regulation 52-110 regarding Audit Committees.

b) List of the directors who are not independent and the grounds for this conclusion.

The board has concluded that Mr. Marcel Robillard, who acts as president and chief executive officer, is not an independent director as defined in Articles 1.4 and 1.5 of Regulation 52-110 respecting audit committees because of the employment relationship that binds him to the Company.

2. DIRECTORS' TERMS

Indicate any case where a director is a director of another issuer that is a reporting issuer or equivalent in Canadian territory or a foreign country. Indicate the director and issuer in question.

MARCEL ROBILLARD is a director pf PEZM Gold Inc.(PEZM-H0

3. FURTHER DEVELOPMENT AND TRAINING

The directors keep themselves informed and receive copies of all information requested and updated during meetings of the Board of Directors and Audit Committees. Because of the limited number of directors and the Company's emerging status, no formal system for development has been established.

4. BUSINESS ETHICS

The Board of Directors acknowledges that it has taken on the responsibility of supervising the Company as regards its competent and ethical operation. To ensure that independent judgment is exercised by the directors during the examination of transactions and contracts in which a director or a member of senior management has a major interest, these transactions are reviewed and approved only by directors meeting as a committee of the board, and any director who has such an interest must abstain from taking part in the discussions and voting on this subject.

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5. SELECTION OF CANDIDATES FOR THE BOARD OF DIRECTORS

At the present time, the candidacy of a current member of the Company's Board of Directors is reviewed before submitting the candidacy of said director to the Annual Meeting of Shareholders, by assessing his/her potential for and commitment to protecting the Company's interests during the preceding year, as well as his/her experience and expertise in the various areas of geology, administration, and accounting.

In addition, the Board of Directors has adopted a policy of assuming that a director who has been a member of the Board of Directors for several years has a deeper knowledge of the Company and its history, which enables him/her to make more informed decisions at meetings of the Board of Directors.

New candidates are selected after obtaining references from the industry.

6. COMPENSATION

During the fiscal year ended February 29, 2020, the Company's directors received the compensation described in the heading “Compensation of Executive Officers and Director” of the Circular.

7. OTHER BOARD COMMITTEES

The Company has only an Audit Committee and no other committee.

8. ASSESMENTS

The Board of Directors ensures the proper operation of the Board and the Audit Committee by collecting information from its legal counsel, consultants and auditors about any shortcomings that may exist and, if necessary, takes immediate steps to correct them.

9. TERM OF OFFICE AND BOARD RENEWAL

The Corporation has not set a term of office for directors nor a mandatory retirement age as the Corporation considers it would be inappropriate to deprive the Corporation of the value and experience of a long-term director. The Corporation also believes that the actual process of assessment of the directors is adequate and serves as an ongoing mechanism for the renewal of the term of office of directors.

10. DIVERSITY

In this sub-section, “designated groups” means women, Aboriginal peoples, persons with disabilities and members of visible minorities, as such terms are defined in the Employment Equity Act (Canada) .

Although the Board considers the level of representation of members of the designated groups on the Board when seeking and selecting candidates for the positions of directors for a first or new term and aims to cultivate an environment where individual differences are respected, the Corporation considers that it is not necessary at this point, given its size and limited resources and the size of the Board, to adopt a written policy with respect to the search and selection of candidates that are members of the designated groups for the positions of directors nor to set targets for the different designated groups in that regard. Among the nominees for election as directors at the Meeting, none are members of the designated groups.

Concerning the executive officers, the Board considers the level of representation of members of the designated groups when appointing persons to the different functions but has not set targets for the different designated groups in that regard. The Corporation only has 2 executive officers and the setting of targets would not be efficient. The Board considers above all the qualifications and expertise of each candidate in the best interest of the Corporation. For the year ended February 29, 2020, one executive officer of the Corporation was a member of the designated groups, being a woman, Ginette G. Brisson, CPA, CGA, Chief Financial Officer, representing 50% of the executive officers. .

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175, RUE LEGARÉ | RIMOUSKI (QUEBEC) CANADA | G5L 3B9 www.explorationpuma.com PUMA-TSXV

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