Quest Critical Metals Inc. — Proxy Solicitation & Information Statement 2020

Nov 20, 2020

CANADIAN PALLADIUM RESOURCES INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on Friday, December 11, 2020 at 11:00 a.m. (Vancouver time) at 1558 West Hastings Street, Vancouver, British Columbia, V6G 3J4

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

November 10, 2020

CANADIAN PALLADIUM RESOURCES INC.

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an annual general meeting (the "Meeting") of the shareholders of Canadian Palladium Resources Inc. (the "Corporation") will be held at 1558 West Hastings Street, Vancouver, British Columbia, V6G 3J4, on Friday, December 11, 2020 at 11:00 a.m. (Vancouver time) for the following purposes:

• 1. to receive and consider the financial statements of the Corporation as at and for the year ended September 30, 2019 and 2018, together with the report of the auditors thereon;
• 1. to fix the number of directors of the Corporation to be elected at the Meeting at five (5) members;
• 1. to elect the directors of the Corporation for the ensuing year;
• 1. to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors; and
• 1. to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Management Proxy Circular.

A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date, sign and return the accompanying instrument of proxy, or other appropriate form of proxy, in accordance with the instructions set forth in the accompanying Management Proxy Circular. An instrument of proxy will not be valid unless it is deposited at the offices of Odyssey Trust (Attention: Proxy Department) at 323 – 409 Granville Street, Vancouver, BC V6C 1T2, in the enclosed self-addressed envelope, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. Alternatively, a registered shareholder can complete internet voting by logging on at https://login.odysseytrust.com/pxlogin and entering the CONTROL NUMBER located on the address box of the shareholder's instrument of proxy. A person appointed as proxy holder need not be a shareholder of the Corporation.

Only shareholders of record as at the close of business on November 6, 2020 are entitled to receive notice of the Meeting.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Vancouver, British Columbia as of the 10th day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

"Wayne Tisdale"

Wayne Tisdale President & Chief Executive Officer

CANADIAN PALLADIUM RESOURCES INC.

Management Information Circular and Proxy Statement

(Unless otherwise stated, information contained herein is given as of November 10, 2020)

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This management information circular and proxy statement (the "Management Proxy Circular") is furnished in connection with the solicitation of proxies by the management of Canadian Palladium Resources Inc. (the "Corporation") for use at the annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation to be held at 1558 West Hastings Street, Vancouver, British Columbia, V6G 3J4, on Friday, December 11, 2020 at 11:00 a.m. (Vancouver time), for the purposes set forth in the notice of annual general meeting (the "Notice") accompanying this Management Proxy Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, internet, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with the solicitation of proxies will be borne by the Corporation.

Appointment of Proxyholders

Accompanying this Management Proxy Circular is an instrument of proxy for use at the Meeting. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are required to date and sign the enclosed instrument of proxy and return it in the enclosed return envelope. All properly executed instruments of proxy for Shareholders must be mailed so as to reach or be deposited at the offices of Odyssey Trust (Attention: Proxy Department) at 323 – 409 Granville Street, Vancouver, BC V6C 1T2 not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournment thereof. Alternatively, a registered shareholder can complete internet voting by logging on at https://login.odysseytrust.com/pxlogin and entering the CONTROL NUMBER located on the address box of the shareholder's instrument of proxy.

The persons designated in the instrument of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

Signing of Proxy

The instrument of proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the Corporation. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

Revocability of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

Voting of Proxies and Exercise of Discretion by Proxyholders

All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. In the absence of such direction, such Common Shares will be voted "FOR" the proposed resolutions at the Meetings. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business. At the time of printing this Management Proxy Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice.

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

Except as disclosed in this Management Proxy Circular, none of the directors or senior officers of the Corporation at any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on, other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Shares, Record Date and Principal Shareholders

As at the date of this Management Proxy Circular, the authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is November 6, 2020 (the "Record Date").As at the Record Date, there were 127,624,896 Common Shares issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and executive officers of the Corporation, there are currently no beneficial owners or persons exercising control or direction over Common Shares carrying more than 10% of the outstanding voting rights as of the Record Date.

Common Shares

The holders of Common Shares are entitled to notice of and to vote at all annual and special meetings of shareholders (except meetings at which only holders of a specified class or series of shares are entitled to vote) and are entitled to one vote per Common Share. The holders of Common Shares are entitled to receive such dividends as the board of directors of the Corporation (the "Board of Directors" or the "Board") declare and, upon liquidation, to receive such assets of the Corporation as are distributable to holders of Common Shares.

Voting of Common Shares – General

Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on the Record Date and holders of Common Shares issued by the Corporation after the Record Date and prior to the Meeting will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.

Voting of Common Shares – Advice to Non-Registered Holders

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a "Non-Registered Holder") are registered either:

• a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
• b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or "CDS").

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice, this Management Proxy Circular and the instrument of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service Corporation (such as Broadridge Financial Solutions, Inc. ("Broadridge")) to forward meeting materials to Non-Registered Holders.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will:

• a) have received as part of the Meeting Materials a voting instruction form which must be completed, signed and delivered by the Non-Registered Holder in accordance with the directions on the voting instruction form; voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through Internet based voting procedures; or
• b) less typically, be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Odyssey Trust at the address referred to above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set above.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation is required to be disclosed for (i) each Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year), (iii) each of the three most highly compensated executive officers (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year (or three most highly compensated individuals) and whose total compensation was, individually, more than \$150,000; and (iv) each individual who would meet the definition set forth in (iii) 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 (the "Named Executive Officers").

The Named Executive Officers of the Corporation during the most recently completed financial year were Wayne Tisdale, President and Chief Executive Officer (Mr. Tisdale was appointed President and Chief Executive Officer on June 6, 2012, resigned on March 3, 2014 and was reappointed July 6, 2015), and David Hughes was appointed Chief Financial Officer on July 31, 2015, and resigned August 9, 2018, replaced by Kelsey Chin.

There were no other Named Executive Officers during the most recently completed financial year, as no other employees earned in excess of \$150,000 in the financial year ended September 30, 2019.

Philosophy and Objectives

As the Corporation does not have a compensation committee, the functions of a compensation committee are performed by the Board of Directors as a whole and the compensation of the Named Executive Officers is reviewed and approved annually by the Board of Directors.

The objective of the Board of Directors in setting compensation levels is to attract and retain individuals of high calibre to serve as officers of the Corporation, to motivate their performance in order to achieve the Corporation's strategic objectives and to align the interests of executive officers with the long-term interests of the Shareholders. These objectives are designed to ensure that the Corporation continues to grow on an absolute basis as well as to grow cash flow and earnings for Shareholders. The Board of Directors set the compensation received by Named Executive Officers so as to be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies of corresponding size, stage of development, having similar assets, number of employees, market capitalization and profit margin. In setting such levels, the Board of Directors relies primarily on their own experience and knowledge.

Compensation

The Corporation compensates its executive officers based on their skill and experience levels and the existing stage of development of the Corporation. Executive officers are rewarded on the basis of the skill and level of responsibility involved in their position, the individual's experience and qualifications, the Corporation's resources, industry practice, and regulatory guidelines regarding executive compensation levels.

The Board of Directors has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders. First, executive officers are paid a monthly consulting fee or salary determined by the Board of Directors, if appropriate. Second, the Board of Directors awards executive officers long term incentives in the form of stock options. Finally, and only in special circumstances, the Board of Directors may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value. The Corporation does not provide pension or other benefits to the executive officers.

The base compensation of the executive officers is reviewed and set annually by the Board of Directors. The Chief Executive Officer has substantial input in setting annual compensation levels. The Chief Executive Officer is directly responsible for the financial resources and operations of the Corporation. In addition, the Chief Executive Officer and Board of Directors from time to time determine the stock option grants to be made pursuant to the incentive plan of the Corporation (the "Plan"). Previous grants of stock options are taken into account when considering new grants. The Board of Directors awards bonuses at its sole discretion. The Board of Directors does not have pre-existing performance criteria or objectives.

The Board of Directors considers the implications of the risks associated with the Corporation's compensation policies and practices when determining rewards for its executive officers and ensures that those policies do not encourage management to take inappropriate or excessive risks. The Board of Directors does not believe that there are any risks arising from the compensation programs that would be reasonably likely to have a material adverse effect on the Corporation.

The Corporation's compensation program includes certain mechanisms to ensure risk taking behaviour falls within reasonable risk tolerance levels, including (i) the establishment of a compensation package that is competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies of corresponding size, stage of development, having similar assets, number of employees, market capitalization and profit margin; and (ii) utilizing long term incentive plans (option based awards) for diversification and alignment with risk realization periods.

Neither executive officers nor directors are permitted to take any derivative or speculative positions in the Corporation's securities. This is to prevent the purchase of financial instruments that are designed to hedge or offset any decrease in the market value of the Corporation's securities.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependant on the Corporation's financial resources and prospects.

Summary Compensation Table

The following table sets forth information concerning the total compensation paid during the years ended September 30, 2019, September 30, 2018 and September 30, 2017 to the Named Executive Officers.

		Annual Compensation		Non-Equity Plan Compensation (\$)
Name and Principal Position	Year	Salary (\$)	Share Based Awards (\$)	Option Based Awards (\$)(8)	Annual Incentive Plans	Long-Term Incentive Plans	Pension Value (\$)	All Other Compensation (\$)	Total Compensation (\$)
Wayne Tisdale(4)	2019	120,000	-	-	-	-	-	-	120,000
President and Chief	2018	30,000	-	-	-	-	-	-	30,000
Executive Officer	2017	-	-	-	-	-	-	-	-
David Hughes(1)	2019	-	-	-	-	-	-	-	-
Former Chief	2018	1,000	-	-	-	-	-	-	1,000
Financial Officer	2017	4,000	-	-	-	-	-	-	4,000
Kelsey Chin(4)	2019	120,000	-	-	-	-	-	-	120,000
Chief Financial Officer	2018	102,000	-	-	-	-	-	-	102,000
	2017	-	-	-	-	-	-	-	-

Notes:

(1) David Hughes was appointed CFO on July 31, 2015 and resigned on August 9, 2018, replaced by Kelsey Chin.

(2) The table above reflects the compensation paid to Galloway Financial Services Inc., a company controlled by Mr. Tisdale. Mr. Tisdale acted as President and Chief Executive Officer from June 6, 2012 to March 3, 2014. Mr. Tisdale was reappointed President and Chief Executive Officer on July 6, 2015.

(3) The grant date fair value of the stock options was calculated using the Black-Scholes option pricing model.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The Plan was established to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation to achieve the longer-term objectives of the Corporation, to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation and to attract to and retain in the employ of the Corporation, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

The following is a summary of the material terms of the Plan and is qualified in its entirety by the full text of the Plan, which is attached hereto as Schedule "C":

• The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation.
• Under the Plan, the aggregate number of optioned Common Shares granted to any one optionee in a 12 month period must not exceed 5% of the Corporation's issued and outstanding shares. The number of optioned Common Shares granted to any one consultant in a 12 month period must not exceed 2% of the Corporation's issued and outstanding shares. The aggregate number of optioned Common Shares granted to an optionee who is employed to provide investor relations' services must not exceed 2% of the Corporation's issued and outstanding Common Shares in any 12 month period.

• The exercise price for options granted under the Plan will not be less than the market price of the Corporation's Common Shares at the time of the grant, less applicable discounts permitted by the policies of the Canadian Securities Exchange ("CSE").

• Options will be exercisable for a term of up to ten years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.

• Options granted under the Plan are non-assignable, except by will or by the laws of descent and distribution.

The following table sets forth all share-based or option-based awards outstanding at the financial year ended September 30, 2019 to the Corporation's Name Executive Officers. The table also includes awards granted before September 30, 2019 to the Corporation's Name Executive Officers:

			Option-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options(3) (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the money options(4) (\$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (\$)	Market or payout value of vested share based awards not paid out or distributed (\$)
David Hughes(1) Former Chief Financial Officer	Nil	N/A	N/A	Nil	Nil	Nil	Nil
Kelsey Chin(1) Chief Financial Officer	250,000 200,000	\$0.39 \$0.20	August 9, 2023 June 4, 2024	Nil Nil	Nil	Nil	Nil
Wayne Tisdale(2) President and Chief Executive Officer	350,000 270,000	\$0.39 \$0.20	August 9, 2023 June 4, 2024	Nil Nil	Nil	Nil	Nil

Notes:

(1) David Hughes was appointed CFO on July 31, 2015 and resigned August 9, 2018, replaced by Kelsey Chin.

(2) Mr. Tisdale acted as President and Chief Executive Officer from June 6, 2012 to March 3, 2014 and was reappointed July 6, 2015.

(3) The securities underlying the options granted are Shares.

(4) The "Value of unexercised in-the money options" is calculated on the basis of the difference between the closing price of the Shares on the CSE on September 30, 2019, which was \$0.08, and the exercise price of the options.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth all share-based or option-based awards that vested in or were earned by the Corporation's Named Executive Officers during the financial year ended September 30, 2019.

Name	Option-based awards – Value vested	Share-based awards – Value vested during	Non-equity incentive plan compensation
	during the year(3)	the year(4)	– Value earned during the year
	(\$)	(\$)	(\$)
David Hughes(1)	Nil	Nil	Nil
Chief Financial Officer
Kelsey Chin(1)	Nil	Nil	Nil
Chief Financial Officer
Wayne Tisdale(2)	Nil
President and Chief		Nil	Nil
Executive Officer

Notes:

(1) David Hughes was appointed CFO on July 31, 2015 and resigned August 9, 2018, replaced by Kelsey Chin.

(2) Mr. Tisdale acted as President and Chief Executive Officer from June 6, 2012 to March 3, 2014 and was reappointed July 6, 2015.

• (3) This amount is the aggregate dollar value that would have been realized if the options had been exercised on the vesting dates. The amount is computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.
• (4) This amount is the aggregate dollar value upon vesting of shared-based awards. The amount is computed by multiplying the number of Shares by the market value of the underlying Shares on the vesting date.

Pension Plan Benefits

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement.

Termination and Change of Control Benefits

Pursuant to the terms of the Plan, if an optionee holds his or her option as director, employee or consultant of the Corporation and such optionee ceases to be a director, employee or consultant of the Corporation, other than by reason of death, then the optionee may exercise such part of the option as is exercisable immediately prior to the time of ceasing to be a director, employee or consultant of the Corporation within a period which is the earlier of the normal expiry date of the option and 90 days following ceasing to be a director, employee or consultant of the Corporation and all unexercised options of the optionee will immediately terminate forthwith without further notice.

If an optionee engaged in investor relations activities ceases to be employed to perform investor relations activities, other than by reason of death, then the optionee may exercise such part of the option as is exercisable immediately prior to the time of ceasing to be employed to perform investor relations activities within a period which is the earlier of the normal expiry date of the option and 30 days following ceasing to be employed to perform investor relations activities and all unexercised options of the optionee will immediately terminate forthwith without further notice.

In the event of the death of an optionee, any options which the optionee could have exercised immediately prior to death are exercisable by the executors or personal representatives of the optionee within the earlier of the normal expiry date of the option and 12 months after the optionee's death and all unexercised options of the optionee will immediately terminate forthwith without further notice.

In the event of a consolidation or merger in which the Corporation is not the surviving company, or in the event the Common Shares are converted into securities of another entity or exchanged for other consideration, or in the event of an offer for fifty percent or more of shares being made by a third party that constitutes a take-over bid as that term is defined in the Securities Act (British Columbia) or would constitute a take-over bid as that term is defined in the Securities Act (British Columbia) but for the fact that the offeree is not in British Columbia, the Board may make such arrangements as the Board deems appropriate for the exercise of outstanding options or continuance of outstanding options.

Other than the aforementioned agreements, there are no compensatory plans, contracts or arrangements with any Named Executive Officer (including payments to be received from the Corporation or any subsidiary), which result or will result from the resignation, retirement or any other termination of employment of such Named Executive Officer or from a change of control of the Corporation or any subsidiary thereof or any change in such Named Executive Officer's responsibilities, where the Named Executive Officer is entitled to payment or other benefits.

Director Compensation

The Corporation has no standard arrangement pursuant to which directors are compensated by the Corporation for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the Canadian Securities Exchange. The following table sets forth compensation that was paid to any director of the Corporation for the director's services as a director during the financial year ended September 30, 2019.

Name	Fees earned (\$)	Share-based awards (\$)	Option based awards (\$)(1)	Non-equity incentive plan compensation (\$)	Pension value (\$)	All other compensation (\$)	Total (\$)
Michelle Gahagan(3)	Nil	Nil	Nil	Nil	Nil	90,000	90,000
Bryce Tisdale	Nil	Nil	Nil	Nil	Nil	Nil	Nil
J. Garry Clark(2)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Michael Curtis(1)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
James Newall(4)	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Mr. Curtis was appointed as a director on January 17, 2017 and resigned on January 23, 2019.

(2) Mr. Clark was appointed as a director on August 9, 2018.

(3) Fees earned by Michelle Gahagan were paid to her wholly-owned corporation, Carsonby Enterprises Inc., for services rendered as Chair of the Board.

(4) Mr. Newall was appointed as a director on January 23, 2019.

Share-Based Awards, Option-Based Awards and Non-Equity Incentive Plan Compensation

Incentive plan awards – Outstanding share-based awards and option-based awards

The following table sets forth all share-based or option-based awards outstanding at the financial year ended September 30, 2019 to the Corporation's directors. The table also includes awards granted before September 30, 2019 to the Corporation's directors:

			Option-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options(4) (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the-money options(5) (\$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (\$)	Market or payout value of vested share based awards not paid out or distributed (\$)
Michelle Gahagan	600,000	\$0.39	August 9, 2023	Nil	Nil	Nil	Nil
	350,000	\$0.20	June 4, 2024	Nil
J. Garry Clark(1)	600,000	\$0.39	August 9, 2023	Nil	Nil	Nil	Nil
	350,000	\$0.20	June 4, 2024	Nil
Bryce Tisdale	200,000	\$0.39	August 9, 2023	Nil	Nil	Nil	Nil
	100,000	\$0.20	June 4, 2024	Nil
Michael Curtis(2)	200,000	\$0.39	August 9, 2023	Nil	Nil	Nil	Nil
James Newall(3)	100,000	\$0.20	June 4, 2024	Nil	Nil	Nil	Nil

Notes:

• (1) Mr. Clark was appointed as a director of the Corporation on August 9, 2018.
• (2) Mr. Curtis was appointed as a director of the Corporation on January 17, 2017 and resigned on January 23, 2019.
• (3) Mr. Newall was appointed as a director of the Corporation on January 23, 2019.
• (4) The securities underlying the options granted are common shares.
• (5) The "Value of unexercised in-the money options" is calculated on the basis of the difference between the closing price of the Shares on the CSE on September 30, 2019, which was \$0.08, and the exercise price of the options.

Incentive plan awards – value vested or earned during the year

The following table sets forth all share-based or option-based awards that vested in or were earned by the Corporation's directors during the financial year ended September 30, 2019.

Name	Option-based awards – Value vested during the year(4) (\$)	Share-based awards – Value vested during the year(5) (\$)	Non-equity incentive plan compensation – Value earned during the year (\$)
Michelle Gahagan	Nil	Nil	Nil
J. Garry Clark(1)	Nil	Nil	Nil
Michael Curtis(2)	Nil	Nil	Nil
Bryce Tisdale	Nil	Nil	Nil
James Newall(3)	Nil	Nil	Nil

Notes:

(1) Mr. Clark was appointed as a director of the Corporation on August 9, 2018.

(2) Mr. Curtis was appointed as a director of the Corporation on January 17, 2017 and resigned on January 23, 2019.

(3) Mr. Newall was appointed as a director of the Corporation on January 23, 2019.

(4) This amount is the aggregate dollar value that would have been realized if the options had been exercised on the vesting dates. The amount is computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.

(5) This amount is the aggregate dollar value upon vesting of shared-based awards. The amount is computed by multiplying the number of shares by the market value of the underlying shares on the vesting date.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed financial year with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans	6,260,000	\$0.29	284,384(1)
approved by security holders
Equity compensation plans not	-	-	-
approved by security holders
Total	6,260,000	\$0.29	284,384

Note:

(1) The Plan provides that the aggregate number of securities reserved for issuance under the Plan may not exceed 10% of the issued and outstanding shares of the Corporation at the time of granting of options. As at the Record Date, there were 127,624,896 Common Shares issued and outstanding and 12,730,000 outstanding options, with the result that 32,490 options were available to the Corporation to be granted.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Proxy Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102), nor any proposed nominee for election as a director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Corporation and none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation that will materially affect the Corporation.

CORPORATE GOVERNANCE

The British Columbia Securities Commission has issued guidelines on corporate governance disclosure for venture issuers as set out in Form 58-101F2 (the "Disclosure"). The Disclosure addresses matters relating to constitution and independence of directors, the functions to be performed by the directors of a Corporation and their committees and effectiveness and evaluation of proposed corporate governance guidelines and best practices specified by the Canadian securities regulators. The Corporation's approach to corporate governance in the context of the specific Disclosure issues outlined in Form 58-101F2 is set out in the attached Schedule "A".

AUDIT COMMITTEE

Audit Committee Charter

The Charter of the Corporation's Audit Committee is attached to this Management Proxy Circular as Schedule "B".

Composition of the Audit Committee

The following are the members of the Audit Committee:

Name	Independent	Financially literate(2)
Michelle Gahagan	No	Yes
James Newall	Yes	Yes
Bryce Tisdale	Yes	Yes

Notes:

(1) As defined by NI 52-110.

Education and Experience

Each member of the Audit Committee brings unique education and experience relevant to the performance of their responsibilities and duties as an Audit Committee member. This includes, but is not limited to, an understanding of the accounting principles used by the Corporation to prepare its financial statements; the ability to assess the general application of accounting principles in connection with the accounting for estimates, accruals and provisions; experience preparing, auditing, analyzing or evaluating financial statements covering a breadth and level of complexity relative to the Corporation or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

Michelle Gahagan – Ms. Gahagan is currently a principal of a privately-held merchant bank based in Vancouver and London and has served as a director and Chair of the board of several publicly listed companies. Prior to the commencement of her involvement in merchant banking fifteen years ago, Ms. Gahagan graduated from Queens University Law School and practiced corporate law for 20 years. Ms. Gahagan has extensive experience advising companies with respect to international tax-driven structures, mergers and acquisitions.

Bryce Tisdale – Mr. Tisdale has over 15 years of financial experience within the public sector, and has served on the board of directors for numerous publicly listed companies. Throughout his career, Mr. Tisdale has gained significant knowledlge in order to carry out his duties as an audit committee member.

James Newall – Mr. Newall has previously served as a member of the Corporation's Advisory Board, and is an experienced senior executive and non-executive director. He was the investment director of Intrepid Financial, an incubator of natural resource companies, for eight years. More recently, he has been interim chief executive officer of Conversis, one of the United Kingdom's leading language service providers, and is voluntary chief executive officer of Oracle Cancer Trust, the U.K.'s largest head and neck cancer research charity. Mr. Newall has sat on the boards of many TSX-V-listed public companies, is a graduate of Cambridge University and holds a master's degree in law.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on:

• (a) exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services);
• (b) exemption in Subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer);
• (c) exemption in Subsection 6.1.1(5) (Events Outside Control of Member);
• (d) exemption in Subsection 6.1.1(6) (Death, Incapacity or Resignation); or
• (e) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemption).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services as described below under the heading "External Auditors"; however, such engagement is with the mandate of the Audit Committee.

External Auditor Service Fees (By Category)

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

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2019	\$35,000	Nil	\$3,500	Nil
2018	\$38,500	Nil	\$3,500	Nil

Exemption

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The audited financial statements of the Corporation for the year ended September 30, 2019 and the auditors' report thereon accompanying this Management Proxy Circular will be placed before the Shareholders at the Meeting for their consideration. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice, in the addressed envelope to Odyssey Trust. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the Board of Directors of the Corporation in accordance with applicable corporate and securities legislation. Any questions regarding the financial statements may be brought forward at the Meeting.

Election of Directors

Advance Notice Policy

The Corporation adopted an advance notice policy on September 25, 2014 (the "Advance Notice Policy"). The Advance Notice Policy provides for advance notice to the Corporation in circumstances where nominations of persons for election to the Board of Directors are made by Shareholders of the Corporation other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) or (ii) a shareholder proposal made pursuant to the provisions of the Business Corporations Act (British Columbia).

The purpose of the Advance Notice Policy is to ensure that all Shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Policy fixes a deadline by which holders of Common Shares must submit director nominations to the Corporation prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Corporation for the notice to be in proper written form.

The foregoing is merely a summary of the Advance Notice Policy, is not comprehensive and is qualified by the full text of such policy which is available under the Corporation's SEDAR profile at www.sedar.com.

As of the date of the Management Proxy Circular, the Corporation has not received notice of a nomination in compliance with the Advance Notice Policy.

Nominees

The persons named below are the nominees of management for election as directors. The term of office of each of the present directors expires at the Meeting. At the Meeting, the Shareholders will be asked to fix the number of directors of the Corporation to be elected at five members. Management of the Corporation proposes to nominate the persons named below for election as directors of the Corporation at the Meeting to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. All of the nominees are currently members of the Board of Directors of the Corporation.

Approval of the election of directors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the election, as directors, of the nominees whose names are set forth below. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected.

			Number of Common Shares Beneficially Owned or Controlled and
Name, Residence and Present		Director	percentage of total issued and
Office Held	Principal Occupation or Employment	Since	outstanding(1)
Wayne Tisdale	Mr. Tisdale has 40 years of experience in mining, oil and	2012	1,621,777(3)
Malta Director, President & Chief Executive Officer	gas and agriculture financing, exploration and development. He runs his own merchant banking company and sits on the board of directors of a number of private and public companies on the TSX Venture Exchange and CSE.		1.27%
Michelle Gahagan(2) Vancouver, British Columbia Director	Ms. Gahagan is currently a principal in a privately-held merchant bank based in Vancouver and London. Prior to the commencement of her involvement in merchant banking fifteen years ago, Ms. Gahagan practiced corporate law for 20 years.	2011	1,250,000 0.98%
James Newall(2) London, UK Director	Mr. Newall is a self-employed executive consultant, serving as interim CEO of Conversis, one of the United Kingdom's leading language servicer providers, and volumtary CEO of Oracle Cancer Trust, the UK's largest head and neck cancer research charity. Mr. Newall was also the investment director of Intrepid Financial, an incubator of natural resource companies.	2019	200,000 0.16%
Bryce Tisdale(2) (4) Calgary, Alberta	Mr. Tisdale is self-employed, providing marketing, branding and web development to public and private companies.	2015	22,222(4) 0.02%
J. Garry Clark Thunder Bay, Ontario	Mr. Clark is a Professional Geologist, founder of Clark Exploration Consulting Inc.	2018	755,555 0.59%

The following information concerning the proposed nominees has been furnished by each of them:

Notes:

• (1) The information as to the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees. These figures do not include any securities that are convertible into or exercisable for Common Shares.
• (2) Member of the Audit Committee.
• (3) 20,000 are held directly, 73,695 are held indirectly by Caledonia Capital Corp.; 44,444 are held indirectly by Arrandale Financial Corp.; 1,065,688 are held indirectly through Galloway Financial Services Inc.;400,000 are held indirectly by Harmony Global Ltd.; and 17,950 are held indirectly through Excel Investments Ltd.
• (4) 11,111 are held directly and 11,111 are held indirectly through Nicole Tisdale.

Corporate Cease Trade Orders or Bankruptcies

No director or proposed director of the Corporation is, or has been within the past ten years, a director, chief executive officer or chief financial officer of any other Corporation that, while such person was acting in that capacity:

• (i) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the Corporation access to any exemptions under securities legislation, and that was in effect for a period of more than 30 consecutive days; or
• (ii) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the Corporation access to any exemptions under securities legislation, that was issued after that individual ceased to be a director or chief executive officer or chief financial officer and which resulted from an event that occurred while such person was acting in a capacity as a director, chief executive officer or chief financial officer.

No director or proposed director of the Corporation is, or has been within the past ten years, a director or executive officer of any other Corporation that, while such person was acting in that capacity, or within a year of that individual 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.

Individual Bankruptcies

No director or proposed director of the Corporation is or has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

No director or proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or have entered into a settlement agreement with a securities regulatory authority. No director or proposed director of the Corporation 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.

Conflicts of Interest

The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other mining issuers, in which case a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Business Corporations Act (British Columbia) (the "Act").

Appointment of Auditors

Manning Elliott LLP, ("Manning Elliott" or the "Successor Auditor") of 1700, 1030 West Georgia Street, Vancouver, BC V6E 2Y3 are the auditors of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Manning Elliott as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

Manning Elliott were first appointed as auditors of the Company on November 15, 2019 when, pursuant to National Instrument 51-102 ("NI 51-102"), the Company requested that their former auditor, Davidson & Company LLP (the "Former Auditor"), resign as the Company's auditor.

Pursuant to Section 204(4) of the Business Corporations Act (British Columbia), the directors of the Company were entitled to fill any casual vacancy in the office of the auditor and accordingly appointed the Successor Auditor in the place and stead of the Former Auditor until the close of the next annual general meeting of the Company. There were no reservations in the Former Auditor's reports in connection with:

• a) the audit of the Company's most recently completed financial year ended September 30, 2018; and
• b) any period subsequent to the most recently completed period for which an audit report was issued and preceding the date of expiry of the Former Auditor's term of office.

There were no 'reportable events' including disagreements, unresolved issues and consultations, as defined in NI 51- 102, between the Company and the Former Auditor or the Successor Auditor and the resignation and the recommendation to appoint the Successor Auditor was approved by the Audit Committee and the board of directors of the Company (the "Board").

As required to section 4.11 of NI 51-102, the Company filed the "Reporting Package" (comprised of the Notice of Change in Auditor, Successor Auditor Letter and Former Auditor Letter) on SEDAR and a copy of the documents comprising the Reporting Package are attached to this Circular as Schedule "C".

Unless otherwise directed, management designees named in the accompanying instrument of proxy intend to vote in favor of the appointment of Manning Elliott LLP, as auditors of the Corporation, to hold office until the close of the next annual meeting, at a remuneration to be determined by the Board of Directors of the Corporation. Approval of the appointment of the auditors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. The Board recommends that the shareholders vote FOR the re-appointment of Manning Elliott LLP as auditor of the Company for the ensuing year.

Other Matters to Be Acted Upon

As of the date of this Management Proxy Circular, management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, the accompanying proxy will be voted on such matters in the best judgment of the person or persons voting the proxy.

MANAGEMENT CONTRACTS

The Corporation has a consulting agreement with Galloway Financial Services Inc. ("Galloway") and KMC Capital Corp. ("KMC") pursuant to which management services are provided by Wayne Tisdale as Chief Executive Officer and Kelsey Chin as Chief Financial Officer and Corporate Secretary. The Corporation pays \$10,000 plus GST per month to each Galloway and KMC. The Corporation also has a consulting agreement with Carsonby Enterprises Inc. ("Carsonby") pursuant to which management services are provided by Michelle Gahagan as Chair of the Board. The Corporation pays \$7,500 plus GST per month to Carsonby.

Other than as set forth above, no management functions of the Corporation or any subsidiary of the Corporation are to any substantial degree performed by a person or company other than the directors or executive officers of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Financial information on the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation which can also be accessed at www.sedar.com or which may be obtained upon request from the Corporation at 1558 West Hastings Street, Vancouver, British Columbia, V6G 3J4, or via fax at (604) 639- 4451.

SCHEDULE "A"

CORPORATE GOVERNANCE POLICY

CORPORATE GOVERNANCE DISCLOSURE (FORM 58-101F2)

• 1. Board of Directors — Disclose how the board of directors (the board) facilitates its exercise of independent supervision over management, including
• (i) the identity of directors that are independent; and James Newall, Bryce Tisdale, and J. Garry Clark
• (ii) the identity of directors who are not independent, and the basis for that determination. Wayne Tisdale and Michelle Gahagan

In determining whether a director is independent, the Corporation chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director's exercise of independent judgement.

Wayne Tisdale is currently President and Chief Executive Officer and Michelle Gahagan is currently Chair of the Board of the Corporation and therefore do not satisfy the definition of Independent as that term is defined in NI 52-110.

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

Some of the directors of the Corporation are directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Issuer
Michelle Gahagan	CellStop Systems Inc.
	Versus Systems Inc.
	Moovly Media Inc.
J. Garry Clark	DeepMarkit Corp.
	Bolt Metals Corp.
	MinKap Resources Inc.
	Brigadier Gold Limited
	Silver Dollar Resources Inc.
	Superior Canadian Resources Inc.

3. Orientation and Continuing Education — Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.

The Corporation has not developed an official orientation or training program for new directors. As required, new directors will have the opportunity to become familiar with the Corporation by meeting with other directors and its officers and employees. Orientation activities will be tailored to the particular needs and expertise of each director and the overall needs of the Board.

4. Ethical Business Conduct — Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

The Corporation does not currently have a formal code of business conduct or policy in place for its directors, officers, employees and consultants. The Board believes that the Corporation's size facilitates informal review of and discussions with employees and consultants.

The Board monitors ethical conduct of the Corporation and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

• 5. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for board nomination, including:
• (i) who identifies new candidates, and
• (ii) the process of identifying new candidates.

The Board has not appointed a nominating committee as the Board fulfills these functions as a whole. When the Board identifies the need to fill a position on the Board, the Board requests that current directors forward potential candidates for consideration.

• 6. Compensation — Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:
• (i) who determines compensation, and

Management of the Corporation is responsible for making recommendations to the Board with respect to compensation for the directors and the CEO. The Board has the ability to adjust and approve such compensation.

(ii) the process of determining compensation.

Market comparisons as well as evaluation of similar positions in different industries in the same geography are the criteria used in determining compensation.

7. Other Board Committees — If the board has standing committees other than the audit and compensation identify the committees and describe their function.

The Corporation does not have any other committees other than the audit committee.

8. Assessments — Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

The Board takes responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the Board's decision making processes and the quality of information provided by management.

SCHEDULE "B"

CANADIAN PALLADIUM RESOURCES INC.

(the "Corporation")

AUDIT COMMITTEE CHARTER

The mandate and charter of the Corporation's audit committee (the "Audit Committee") can be described as follows:

• 1. Each member of the Audit Committee shall be a member of the Board of Directors, in good standing, and the majority of the members of the audit committee shall be independent in order to serve on this committee.
• 1. At least one of the members of the Audit Committee shall be financially literate.
• 1. Review the Committee's charter annually, reassess the adequacy of this charter, and recommend any proposed changes to the Board of Directors. Consider changes that are necessary as a result of new laws or regulations.
• 1. The Audit Committee shall meet at least four times per year, and each time the Corporation proposes to issue a press release with its quarterly or annual earnings information. These meetings may be combined with regularly scheduled meetings, or more frequently as circumstances may require. The Audit Committee may ask members of the Management or others to attend the meetings and provide pertinent information as necessary.
• 1. Conduct executive sessions with the outside auditors, outside counsel, and anyone else as desired by the committee.
• 1. The Audit Committee shall be authorized to hire outside counsel or other consultants as necessary (this may take place any time during the year).
• 1. Approve any non-audit services provided by the independent auditors, including tax services. Review and evaluate the performance of the independent auditors and review with the full Board of Directors any proposed discharge of the independent auditors.
• 1. Review with the Management the policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.
• 1. Consider, with the Management, the rationale for employing accounting firms rather than the principal independent auditors.
• 1. Inquire of the Management and the independent auditors about significant risks or exposures facing the Corporation; assess the steps that Management has taken or proposes to take to minimize such risks to the Corporation; and periodically review compliance with such steps.
• 1. Review with the independent auditor, the audit scope and plan of the independent auditors. Address the coordination of the audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.
• 1. Inquire regarding the "quality of earnings" of the Corporation from a subjective as well as an objective standpoint.
• 1. Review with the independent accountants:

• (a) the adequacy of the Corporation's internal controls including computerized information systems controls and security; and

• (b) any related significant findings and recommendations of the independent auditors together with the Management's responses thereto.
• 1. Review with the Management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any.
• 1. Review with the Management, the independent auditors, the interim annual financial report before it is filed with the regulatory authorities.
• 1. Review with the independent auditor that performs an audit:
• (a) all critical accounting policies and practices used by the Corporation; and
• (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Management of the Corporation, the ramifications of each alternative and the treatment preferred by the Corporation.
• 1. Review all material written communications between the independent auditors and the Management.
• 1. Review with the Management and the independent auditors:
• (a) the Corporation's annual financial statements and related footnotes;
• (b) the independent auditors' audit of the financial statements and their report thereon;
• (c) the independent auditor's judgments about the quality, not just the acceptability, of the Corporation's accounting principles as applied in its financial reporting;
• (d) any significant changes required in the independent auditors' audit plan; and
• (e) any serious difficulties or disputes with the Management encountered during the audit.
• 1. Periodically review the Corporation's code of conduct to ensure that it is adequate and up-to-date.
• 1. Review the procedures for the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization. Review any complaints that might have been received, current status, and resolution if one has been reached.
• 1. Review procedures for the confidential, anonymous submission by employees of the organization of concerns regarding questionable accounting or auditing matters. Review any submissions that have been received, the current status, and resolution if one has been reached.
• 1. The Audit Committee will perform such other functions as assigned by law, the Corporation's articles, or the Board of Directors.

SCHEDULE "C"

CHANGE IN AUDITOR REPORTING PACKAGE

The remainder of this page is intentionally blank.

TO THE SHAREHOLDERS:

NOTICE OF CHANGE OF AUDITOR

21C Metals Inc. (the "Company") is changing its auditor from Davidson & Company LLP of Suite 1200, 609 Granville Street, Vancouver, BC V7Y 1G6, to Manning Elliott LLP, of Suite 1700, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3. Davidson & Company LLP resigned at the Company's request effective November 15, 2019.

There are no reservations or modified opinions in any auditor's report nor any reportable events as defined in National Instrument 51-102 in connection with the audits by Davidson & Company LLP of the Company's most recently completed fiscal year or any subsequent period.

The resignation of Davidson & Company LLP as auditor and the recommendation to appoint Manning Elliott LLP as successor auditor has been approved by the Company's audit committee and board of directors.

DATED this 25th day of November, 2019

21C Metals Inc.

Per: _"Wayne Tisdale" Chief Executive Officer and Director

November 25, 2019

Attention: Continuous Disclosure

Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission

Dear Sirs/Mesdames:

Re: 21C Metals Inc. (the "Company")

We have read the Notice of Change of Auditor (the "Notice") of the Company dated November 25, 2019, delivered to us pursuant to Part 4.11 of National Instrument 51-102.

In this regard, we confirm that we are in agreement with the statements contained in such Notice, except that we are not in a position to agree or disagree with the Company's statement that there are no reportable events between the Company and Davidson & Company LLP. The confirmation is based on our knowledge of the information as at the date of this letter.

Yours truly,

MANNING ELLIOTT LLP