Relevant Gold Corp.

==> picture [158 x 204] intentionally omitted <==

1700-1055 West Hastings Street Vancouver, BC V6E 2E9 www.relevantgoldcorp.com

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 18, 2023

==> picture [138 x 177] intentionally omitted <==

1700-1055 West Hastings Street Vancouver, BC V6E 2E9 www.relevantgoldcorp.com

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special general meeting (the “ Meeting” ) of the holders (“ Shareholders ”) of common shares (“ Shares ”) of Relevant Gold Corp. (the “ Company ”) will be held at the offices of Osler, Hoskin & Harcourt LLP, Suite 3000, Bentall Four, 1055 Dunsmuir Street, Vancouver, British Columbia, Canada, V7X 1K8 on Friday, August 18, 2023 at 9:00 a.m. (Vancouver time), for the following purposes (which are further described in the Company’s information circular (the “ Circular ”) available under the Company’s SEDAR profile at www.sedar.com:

To receive and consider the report of the directors to the Shareholders and the audited financial statements of the Company for the year ended December 31, 2022 together with the auditor’s report thereon. See the section titled “ Particulars of Matters to be acted Upon – Financial Statements, Audit Report and Management’s Discussion & Analysis ” in the Circular.
To set the number of directors of the Company at five (5) for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Set Number of Directors ” in the Circular.
To elect the directors of the Company for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Election of Directors ” in the Circular.
To appoint Smythe LLP as the auditor of the Company for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Appointment and Remuneration of Auditor ” in the Circular.
To authorize the directors of the Company to fix the auditor’s remuneration for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Appointment and Remuneration of Auditor ” in the Circular.
2 -
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s Omnibus Equity Incentive Compensation Plan to take effect and replace the Company’s current 10% rolling stock option plan, as more particularly described in the Circular. See the section titled “ Particulars of Matters to be Acted Upon – Approval of Omnibus Equity Incentive Compensation Plan ” in the Circular.
To transact such other business as may properly come before the Meeting.

The Board of Directors of the Company has, by resolution, fixed the close of business on July 13, 2023 as the record date of the Meeting, being the date for determination of the registered holders of Shares entitled to receive notice of, and to vote at, the meeting and any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to read the notes on the reverse of the form of proxy and complete and return the form of proxy to the registrar and transfer agent for the Shares, Computershare Investor Services Inc., by 9:00 a.m. (Vancouver time) on Wednesday, August 16, 2023, or not less than 48 hours prior to commencement of any adjournment of the meeting.

DATED at Vancouver, British Columbia this 17[th] day of July, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “ Rob Bergmann”

Rob Bergmann

Chief Executive Officer and Director

==> picture [138 x 178] intentionally omitted <==

1700-1055 West Hastings Street Vancouver, BC V6E 2E9 www.relevantgoldcorp.com

INFORMATION CIRCULAR

(All information is as at July 13, 2023 and in Canadian dollars, unless indicated otherwise)

GENERAL INFORMATION

This Information Circular (“Circular”) is provided in connection with the solicitation by the management of Relevant Gold Corp. (the “Company”) of proxies (“Proxies”) and voting instruction forms (“VIFs”) from shareholders (“Shareholders”) of common shares of the Company (“Shares”) in respect of the annual and special general meeting of Shareholders (the “Meeting”) to be held at the time and place and for the purposes set out in the notice of meeting (the “Notice of Meeting”).

SOLICITATION OF PROXIES

Although it is expected that the solicitation of Proxies and VIFs will be primarily by mail, Proxies and VIFs may also be solicited personally or by telephone, facsimile or other solicitation services. All costs of this solicitation will be borne by the Company. These officers and employees will receive no compensation other than their regular salaries but will be reimbursed by the Company for their reasonable expenses, which it is expected will not exceed $1,000 in the aggregate.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are Mahesh Liyanage, Chief Financial Officer of the Company, or failing this person, Alan Hutchison, Corporate Secretary of the Company. A Shareholder eligible to vote at the Meeting has the right to appoint a person or company, who need not be a Shareholder, to attend and act for the Shareholder and vote on the Shareholder’s behalf at the Meeting other than either of the persons designated in the accompanying form of proxy, and may do so either by inserting the name of that other person or company in the blank space provided in the accompanying form of proxy or by completing another suitable form of proxy.

Shareholders are requested to complete, sign and return the accompanying form of proxy for use at the Meeting if they are not able to attend the Meeting personally. To be effective, forms of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc., no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting (namely, by 9:00 a.m. (Eastern time), on Wednesday, August 16, 2023) or any adjournment thereof at which the proxy is to be used. Proxies delivered by regular mail should be addressed to Computershare Investor Services Inc., 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department. Proxies delivered by facsimile must be sent to Computershare Investor Services Inc., Attention: Proxy Department, at (416) 263-9524. To vote by Telephone or Internet, follow the instructions on the insert included in your package.

A Shareholder who has given a proxy may revoke it by an instrument in writing duly executed and delivered either to the registered office of the Company at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or of any reconvening thereof, or in any other manner provided by law. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. Non-Registered Holders (as defined below) who wish to revoke their proxy must arrange for their respective Intermediary (as defined below) to revoke the proxy on their behalf within the time specified by such Intermediary.

NON-REGISTERED HOLDERS

These security holder materials are being sent to both registered and non-registered holders of Shares of the Company. If you are a non-registered holder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding Shares on your behalf.

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are “non-registered” shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a registered Shareholder in respect of Shares which are held on behalf of that person (the “ Non-Registered Holder ”) but which are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and directors 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) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators (“ NI 54-101 ”), the Company has distributed copies of the Notice of Meeting, Circular and form of proxy (collectively, the “ Meeting Materials ”) directly to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. By choosing to send the Meeting Materials directly, the Company (and not the Intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. The Company does not intend to pay for delivery of the meeting materials to the “objecting beneficial holders” (“ OBOs” as defined in NI 54-101), and as a result, the OBOs will not receive the Meeting Materials unless their Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders.

Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will receive either a voting instruction form or, less frequently, a form of proxy. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

(a) Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service corporation, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. Voting instruction forms in some cases permit the completion of the voting instruction form by telephone or through the Internet. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must strike out the names of the persons named in the form and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided and complete, sign and return the voting instruction form in accordance with the directions provided. A form of proxy giving the right to attend and vote will then be forwarded to the Non-Registered Holder.
(b) Form of Proxy . Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete the form of proxy and deposit it with Computershare Investor Services Inc. as provided above. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must 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. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxy nominees named in the form and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

EXERCISE OF DISCRETION

On a poll the nominees named in the accompanying form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified; and
(b) any other matter, including amendments to any of the foregoing, as may properly come before the Meeting or any adjournment thereof.

In respect of a matter for which a choice is not specified in the proxy, or unless otherwise provided for in the proxy, the nominees named in the accompanying form of proxy will vote the Shares represented by the proxy for the approval of such matter.

As of the date of this Circular, the management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting each nominee intends to vote thereon in accordance with the nominee’s best judgment.

UNITED STATES SHAREHOLDERS

This solicitation of Proxies and VIFs involves securities of a company located in Canada and is being effected in accordance with the corporate and securities laws of the province of British Columbia, Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of British Columbia, Canada differ from the disclosure and proxy solicitation requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), some of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Shares, which are the only shares entitled to be voted at the Meeting. As at July 13, 2023 (the “ Record Date ”), the Company had 62,291,226 Shares issued and outstanding. Shareholders are entitled to one vote for each Share held.

Only Shareholders as of the Record Date who either personally attend the Meeting or complete, sign and deliver a form of proxy, in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s Shares voted at the Meeting.

The following table lists, to the knowledge of management of the Company, those persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, voting securities of the Company carrying more than 10% of the voting rights attached to any class of voting securities of the Company as at the date hereof:

Name	Number of Shares	Percentage of Shares
Relevant Resources, LLC	12,500,001(1)	20.07%
Rob Bergmann	13,367,701(2)	21.46%
Brian Lentz	13,368,201(3)	21.46%

Note:

(1) Relevant Resources, LLC is a company controlled by Messrs. Bergmann and Lentz.
(2) 867,700 Shares are held by Mr. Bergmann personally and 12,500,001 Shares are held by Relevant Resources, LLC, a company controlled by Messrs. Bergmann and Lentz.

(3) 868,200 Shares are held by Mr. Lentz personally and 12,500,001 Shares are held by Relevant Resources, LLC, a company controlled by Messrs. Bergmann and Lentz.

STATEMENT OF EXECUTIVE COMPENSATION

Unless otherwise noted the following information is for the Company’s last completed financial year (which ended December 31, 2022).

Named Executive Officers

In this section, “Named Executive Officer” means each of the following individuals:

the Company’s chief executive officer, including an individual performing functions similar to a chief executive officers (the “ CEO ”);
the Company’s chief financial officer, including an individual performing functions similar to a chief financial officer (the “ CFO ”);
the most highly compensated executive officer of the Company and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and
each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company and was not acting in a similar capacity, at the end of that financial year.

The following discussion describes the significant elements of the Company’s director and executive compensation programs, with particular emphasis on the process for determining compensation payable to the CEO of the Company and the CFO of the Company who were determined to be “Named Executive Officers” within the meaning of NI 51-102 (collectively the “ Named Executive Officers ”). The Named Executive Officers for the fiscal year ended December 31, 2022 were:

Rob Bergmann as CEO and Director
Mahesh Liyanage as CFO
Brian Lentz as Chief Exploration Officer (“ CXO ”) and Director

Compensation Discussion and Analysis

Objectives

The overall objectives of the Company’s compensation program include: (a) attracting and retaining talented executive officers who can assist with the Company’s mineral exploration and mine development strategy;

(b) aligning the interests of those executive officers with those of the Company and the shareholders of the Company; (c) being competitive with the companies with which the Company competes for talent; and (d) rewarding individual contributions in light of overall business results. It is expected that the Company’s compensation program will be designed to compensate executive officers for the performance of their duties and to reward them for the performance of the Company.

Elements of Compensation

The elements of compensation that may be paid to the Named Executive Officers on a go-forward basis are: (a) base salary; (b) option-based awards and (c) share-based awards.

Base salary is a fixed element of compensation that will be payable to each Named Executive Officer for performing his or her position’s specific duties. The amount of base salary for a Named Executive Officer will be determined through negotiation of an agreement with each Named Executive Officer and will be determined on an individual basis by the need to attract and retain talented individuals. While base salary is intended to fit into the Company’s overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business will also impact the level of base salary.

Option-based awards are a variable element of compensation that will be used to reward each Named Executive Officer for individual performance and/or the performance of the Company. In this regard, the Company adopted the Stock Option Plan (the “ Option Plan ”). The Option Plan is designed to provide a long-term incentive and to reward key individuals of the Company. The Option Plan is an integral component of the Company’s total compensation program in terms of attracting and retaining key employees and enhancing shareholder value by aligning the interests of executives and employees with the growth and profitability of the Company. The longer-term focus of the Option Plan complements and balances the shortterm elements of the compensation policies of the Company.

Pursuant to Option Plan, the Board may, on the recommendation of the Compensation Committee, grant from time to time to directors, officers, employees and consultants options to purchase Shares that entitle holders to receive Shares upon vesting conditions being satisfied. In determining the number of stock options to be granted to the eligible persons, the Compensation Committee considers the amount, terms and vesting levels of existing options held by the eligible persons and also the number remaining available for grant by the Company in the future to attract and retain qualified key individuals.

Risks Associated with Compensation Policies and Practices

The oversight and administration of the Company’s executive compensation program requires the Board to consider risks associated with the Company’s compensation policies and practices. The Company’s executive compensation policies and practices are intended to align management incentives with the long-term interests of the Company and its shareholders. Practices that are designed to avoid inappropriate or excessive risks include (i) financial controls that provide limits and authorities in areas such as capital and operating expenditures to mitigate risk-taking that could affect compensation, (ii) balancing base salary and variable compensation elements, (iii) spreading compensation across short and long-term programs and (iv) vesting of stock options over a period of years.

Financial Instruments

The Company does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including prepaid variable forward contracts, swaps, collars or units of exchange funds that could affect the value realized for Shares granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. However, management is not aware of any Named Executive Officer or director purchasing such an instrument.

Share-Based and Option-Based Rewards

The process that the Company uses to grant share-based and option-based awards to executive officers, including the Named Executive Officers, is for the Board to approve option grants based on recommendations made by the Compensation Committee.

Other Compensation

Executive officers may receive cash bonuses based on performance; however, no cash bonus has ever been paid by the Company to date.

The Role of the Board in Determining Compensation

The Board approves, or recommends for approval, all compensation to be awarded to the Named Executive Officers. The Board may direct the Compensation Committee and management to gather information on its behalf and provide initial analysis and commentary. The Board reviews this material along with other information received from any external advisors which may be retained in its deliberations before considering or making decisions. The Board has full discretion to adopt or alter management recommendations. The Compensation Committee will regularly consider and determine executive compensation based on market practice following the closing of the Offering.

The Role of Management

Management has direct involvement in and knowledge of the business goals, strategies, experiences and performance of the Company. The CEO makes recommendations to the Board and the Compensation Committee, as the case may be, regarding the amount and type of compensation awards for other members of executive management. The CEO does not engage in discussions with the Board regarding his own compensation.

Corporate and Individual Performance

The Board exercises its discretion and uses its judgment in making compensation determinations. The Board’s assessment of the overall business performance of the Company, including corporate performance against strategy (both quantitative and qualitative) and business circumstances, provides the context for individual executive officer evaluations for all direct compensation awards.

Summary Compensation Table

The following information is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , for the Company’s financial years ended December 31, 2022 and 2021.

	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
		Salary or lti			Vl f	All Oth	Ttl
Name and Position	Year	consung fees ($)	Bonus ($))	Committee or Membership fees ($)	aue o prerequisites ($)	er Compensation ($)	oa Compensation ($)
Rob Bergmann CEO and Director	2022 2021	140,586(1) 135,392(2)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	140,586 135,392
Mahesh Liyanage CFO	2022 2021	60,500(3) 63,000(4)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	60,500 63,000
Brian Lentz CXO and Director	2022 2021	140,586(5) 135,392(6)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	140,586 135,392
Sarah Weber Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
		Salary or lti			Vl f	All Oth	Ttl
Name and Position	Year	consung fees ($)	Bonus ($))	Committee or Membership fees ($)	aue o prerequisites ($)	er Compensation ($)	oa Compensation ($)
Peter Megaw Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Ronald Parratt Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) BRI LLC (“ BRI ”) is controlled by the CEO and CXO and was paid fees of US$108,000 ($140,586) for Mr. Bergmann’s services from January 1, 2022 to December 31, 2022.
(2) BRI is controlled by the CEO and CXO and was paid fees of US$108,000 ($135,392) for Mr. Bergmann’s services from January 1, 2021 to December 31, 2021.
(3) Mahesh Liyanage Ltd., a company beneficially owned by Mr. Liyanage, was paid $60,500 for CFO and accounting services for the period from January 1, 2022 to December 31, 2022.
(4) Mahesh Liyanage Ltd., a company beneficially owned by Mr. Liyanage, was paid $63,000 for CFO and accounting services for the period from January 1, 2021 to December 31, 2021.
(5) BRI is controlled by the CEO and CXO was paid fees of US$108,000 ($140,586) for Mr. Lentz’s services from January 1, 2022 to December 31, 2022.
(6) BRI is controlled by the CEO and CXO was paid fees of US$108,000 ($135,392) for Mr. Lentz’s services from January 1, 2021 to December 31, 2021.

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards

The following table sets forth details of all awards outstanding for the Named Executive Officers and directors as at the end of the most recently completed financial year.

	Compensation	Compensation	Compensation	Securities
		Number of ti			Closing i f	Cli
Name and Position	Type of compensation security	compensaon securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	prce o securities or underlying security on date of grant ($)	osng price of securities or underlying security at year end ($)	Expiry date
Rob Bergmann CEO and Director	Options	550,000	05/20/2022	$0.35	N/A(1)	$0.18(2)	05/20/2027
Mahesh Liyanage CFO	Options	200,000	05/20/2022	$0.35	N/A(1)	$0.18(2)	05/20/2027
Brian Lentz CXO andDirector	Options	550,000	05/20/2022	$0.35	N/A(1)	$0.18(2)	05/20/2027
Sarah Weber Director	Options	400,000	05/20/2022	$0.35	N/A(1)	$0.18(2)	05/20/2027
Peter Megaw Director	Options	400,000	05/20/2022	$0.35	N/A(1)	$0.18(2)	05/20/2027
Ronald Parratt Director	Options	400,000	05/20/2022	$0.35	N/A(1)	$0.18(2)	05/20/2027

Notes:

(1) The Company’s Shares listed on the Canadian Securities Exchange (the “ CSE ”) on August 11, 2022.
(2) The closing price of the Company’s Shares on the CSE on December 30, 2022, being the last trading date in 2022, was $0.18.

The Board’s approach to recommending options to be granted is consistent with prevailing practice in the mineral exploration industry. Grants of options depend on the length of service of the NEOs. There are, therefore, no formulae followed or performance goals or significant conditions which must be met before options will be granted.

Stock Option Plans and Other Incentive Plans

Option Plan

Under the Stock Option Plan, the Company is authorized to grant stock options pursuant to which Shares may be purchased by directors, officers, employees and consultants of the Company up to a maximum of 10% of the issued and outstanding capital of the Company.

As of July 13, 2023, 3,750,000 stock options are issued or outstanding under the Stock Option Plan. A copy of the Stock Option Plan is available under the Company’s SEDAR profile at www.sedar.com.

The purpose of the Stock Option Plan is to advance the interests of the Company by furthering the Company’s policy of motivating officers, directors and employees to participate in the Company’s growth and development.

The Board determined it to be in the best interest of the Company to proceed with the approval of a new omnibus equity incentive compensation plan on July 13, 2023 (the “ Plan ”) to replace its current Stock Option Plan. A copy of the Plan is attached as Schedule “A” to this Circular. The Plan provides for broader application of share based compensation and reflects updated regulatory policies of the TSX Venture Exchange (“ TSX-V ”). Shareholders will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution, subject to regulator approval, approving the Plan at the Meeting. Additional information regarding the Plan is set out below under the section titled “ Particulars of Matters to be Acted Upon – Approval of Omnibus Equity Incentive Compensation Plan ” in the Circular.

Pension Plan Benefits and Defined Contribution Plans

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

Employment, Consulting and Management Agreements

Each of the Company’s Named Executive Officers are independent contractors of the Company. Except as disclosed below, the Company does not have any written employment, consulting or management agreements in place with any of its officers or directors.

The Company has executed a management agreement with BRI LLC a company beneficially own by Rob Bergmann and Brian Lentz (the “ BRI Agreement ”) to provide services including the services of the Company’s CEO and CXO. The monthly fees are US$ 18,000. Either party can terminate the BRI Agreement with 30 days notice.

The Company has executed an executive agreement with Mahesh Liyanage Ltd., a company beneficially owned by Mahesh Liyanage for his services as CFO effective January 1, 2021 for no fixed term (the “ Executive Agreement ”). The compensation for the services will be $5,000 per month. Either party to the contract can terminate the Executive Agreement with 60 days notice. In the event of change of control the termination compensation will be 12 months fees ($60,000).

Termination and Change of Control Benefits

Except as disclosed under “ Employment, Consulting and Management Agreements ”, no benefits will accrue to any of the Company’s Named Executive Officers, officers, employees or directors upon their termination, or upon any change of control of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as at the end of the Company’s last completed financial year, information regarding outstanding options, warrants and rights (other than those granted pro rata to all shareholders) granted by the Company under its equity compensation plans.

Equity Compensation Plan Information

Plan Category	Number of shares issuable upon exercise of outstanding options, warrants and rights(1)	Weighted average exercise price of outstanding options, warrants and rights	Number of shares remaining available for issuance under equity compensation plans
Equity compensation plans approvedby shareholders	3,750,000	$0.35	1,249,875
Equity compensation plansnot approvedby shareholders	N/A	N/A	N/A
Total	3,750,000	$0.35	1,249,875

Note:

(1) Represents outstanding options (vested or unvested) to purchase Shares as at December 31, 2022.

CORPORATE GOVERNANCE

National Policy 58-101 Disclosure of Corporate Governance Practices of the Canadian securities administrators requires the Company to annually disclose certain information regarding its corporate governance practices. That information is disclosed below.

The Company believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. National Policy 58-101 - Disclosure of Corporate Governance Practice (“ NI 58-101 ”) and National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”) (collectively the “ Governance Guidelines ”) of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Company’s approach to governance and outlines the various procedures, policies and practices that the Company and the Board have implemented.

Board of Directors

The Board is responsible for the stewardship and the general supervision of the management of the business and for acting in the best interests of the Company and its shareholders. The Board is composed of five directors being Rob Bergmann, Brian Lentz, Sarah Weber, Peter Megaw and Ronald L. Parratt. NI 58-101 requires disclosure regarding how the Board facilitates its exercise of independent supervision over

management of the Company by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. “Material relationship” is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a “material relationship” with the issuer. Of the directors of the Company, Sarah Weber, Peter Megaw and Ronald L. Parratt are considered to be “independent” within the meaning of NI 58-101 as none of them is or will be an executive officer or employee of the Company or party to any material contract with the Company and none of them will receive remuneration from the Company in excess of directors’ fees and grants of stock options. Rob Bergmann, the CEO of the Company, and Brian Lentz, the CXO of the Company are not considered independent.

Meetings of Independent Directors

Currently, the Board is satisfied that it will exercise its responsibilities for independent oversight of management through separate meetings of the independent directors and through committee meetings of independent directors. To enhance the Board’s ability to act independently of management, the Board: (i) may meet in the absence of members of management and the related directors; or (ii) may excuse such persons from all or a portion of any meeting where appropriate.

Mandate of the Board of Directors

The Board is responsible for supervising the management of the business and affairs. The Board has responsibility for and will actively participate in the following matters: (i) adoption of a strategic planning process and approval of any strategic plans; (ii) identification of the principal risks relative to the Company’s business implementation of appropriate systems to manage such risks; (iii) succession planning, including supervising the training and monitoring of the Company’s senior management; (iv) adoption and implementation of the Company’s communications policy; (v) overseeing the integrity of the Company’s internal controls and management information systems; (vi) ensuring the Board and its members are available to senior management of the Company for the purpose of assisting the Company to respond to opportunities, risks and other developments as necessary from time to time; (vii) ensuring the code of business conduct and ethics is reviewed and, if considered appropriate, revised periodically; (viii) ensuring a documents retention policy is established; and (ix) ensuring the corporate governance practices policy is reviewed and, if considered appropriate, revised periodically.

Decisions Requiring Board Approval

Certain matters must by law or by the articles of the Company be approved by the Board. In addition, management is required to obtain Board approval for any significant new venture which is outside the Company’s ordinary course of business, for any extraordinary expenditure and, for any material transaction.

Board Committees

The Board has constituted two committees as follows: an Audit Committee and a Compensation Committee. Currently, committee matters other than those concerning the Audit Committee and the Compensation Committee, are being dealt with by the Board as a whole. In addition, the Board has not delegated other matters to a committee and deals with such matters as a “Committee as a Whole”.

The following persons are currently members of the Board’s various committees:

Name of Director	Other Reporting Issuer	Name of Exchange or Market
Sarah Weber	BEACN Wizardry & Magic Inc. Happy Creek Minerals Ltd. Snowline Gold Corp.	TSX-V TSX-V TSX-V
Peter Megaw	Jade Leader Corp. Minaurum Gold Inc. New Pacific Metals Corp.	TSX-V TSX-V TSX
Ronald L. Parratt	Damara Gold Corp.	TSX-V

Orientation and Continuing Education

Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments, and to attend related industry seminars. Board members have full access to the Company’s records and management provide regular updates to the Board members on financial, technical and other information as relevant.

Ethical Business Conduct

The Company has adopted a written code of business conduct and ethics, which addresses the Company’s protocols relating to conflicts of interest, protection and proper use of corporate assets, confidentiality of corporate information, compliance with laws and the reporting of any illegal or unethical behaviour.

Nomination of Directors

The Company’s management is continually in contact with individuals involved with public sector issuers. From these sources, management has made numerous contacts and, in the event, that the Company requires any new directors, such individuals will be brought to the attention of the Board. The Company conducts due diligence, reference and background checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, integrity of character and a willingness to serve.

Compensation

In setting the compensation, the Compensation Committee will annually review the performance of the executive officers in light of the Company’s objectives and consider other factors that may have impacted the success of the Company in achieving its objectives. For further information regarding the how the Company determines compensation for its directors and executive officers, see “ Statement of Executive Compensation ”.

Other Board Committees

The Company does not currently have any Board committees other than the Audit Committee and the Compensation Committee.

Assessments

Neither the Company nor the Board has determined formal means or methods to regularly assess the Board, its committees or the individual directors with respect to their effectiveness and contributions.

Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of an individual director are informally monitored by the other Board members, having in mind the business and other strengths of the individual and the purpose of originally nominating the individual to the Board.

AUDIT COMMITTEE

National Instrument 52-110 Audit Committees (“ NI 52-110 ”) of the Canadian securities administrators requires the Company’s Audit Committee to meet certain requirements. It also requires the Company to disclose in this Circular certain information regarding the Audit Committee. That information is disclosed below.

Audit Committee Charter

The text of the Company’s audit committee charter is attached as Schedule “B” hereto.

Composition of Audit Committee and Independence

The following are the members of the audit committee:

Sarah Weber (Chair)	Independent(1)	Financially literate(1)
Peter Megaw	Independent(1)	Financially literate(1)
Ronald L. Parratt	Independent(1)	Financially literate(1)

Note:

(1) As defined under NI 52-110.

Relevant Education and Experience

See “ Election of Directors ” concerning the education and experience of each member of the Audit Committee relevant to the performance of their duties as a member of the Audit Committee.

Audit Committee Oversight

At no time has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year ended December 31, 2022, has the Corporation relied on the exemption in section 2.4 of NI 52-110 (De Minimus Non audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

External Auditor Service Fees

The following table sets out the audit fees billed to the Company during the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees(1)	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31, 2022	$30,000	Nil	Nil	Nil
December 31, 2021	$20,000	Nil	Nil	Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

Exemption

The Company is relying on the exemption in section 6.1 of NI 52-110 from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or who at any time during the last completed financial year was, a director or executive officer of the Company, a proposed nominee for election as a director of the Company or an associate of any such director, officer or proposed nominee is, or at any time since the beginning of the last completed financial year has been, indebted to the Company or any of its subsidiaries and no indebtedness of any such individual to another entity is, or has at any time since the beginning of such year been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, no current director or executive officer of the Company, proposed director of the Company or Shareholder who beneficially owns, controls or directs, directly or indirectly, more than 10% of the outstanding Shares, and no known associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or its subsidiaries.

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

Other than disclosed in this Circular, the Company is not aware of any material interest of any executive officer, director or nominee for director, or anyone who has held office as such since the beginning of the Company’s last financial year, or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting other than the election of directors except for the current and future directors and executive officers of the Company and its subsidiaries, if any, inasmuch as, in the following year, they may be granted options to purchase Shares pursuant to the Option Plan, approval and ratification of which will be sought at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board the only matters to be brought before the Meeting are those matters set forth in the Company’s Notice of Meeting.

Financial Statements, Audit Report and Management’s Discussion & Analysis

The Board has approved the financial statements of the Company, the auditor’s report thereon, and the MD&A for the year ended December 31, 2022, all of which will be tabled at the Meeting. No approval or other action needs to be taken at the Meeting in respect of these documents.

Set Number of Directors

The Company currently has five (5) directors and it will be proposed at the Meeting that the number of directors of the Company be set at five (5) for the ensuing year and to hold office until the next annual general meeting of Shareholders or until their successors are elected or appointed.

Unless otherwise directed, it is the intention of the Management Designees, if named as Proxyholder, to vote for of the ordinary resolution setting the number of directors at five (5) for the ensuing year.

Election of Directors

The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Company presently held by such nominee, the nominee’s province or state and country of residence, principal occupation at the present and during the preceding five years (unless shown in a previous management information circular), the period during which the nominee has served as a director, and the number of Shares that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Record Date.

The Board recommends that Shareholders vote for the following proposed nominees. Unless otherwise directed, it is the intention of the Management Designees, if named as Proxyholder, to vote for the election of the persons named in the following table to the Board. Management does not contemplate that any of such nominees will be unable to serve as directors. Each director elected will hold office until the next annual general meeting of Shareholders or until their successor is duly elected, unless their office is earlier vacated in accordance with the constating documents of the Company or the provisions of the corporate law to which the Company is subject.

Name and Province or State & Country of Residence	Present Office and Date First Appointed a Director	Principal Occupation During the Past Five Years and Relevant Education and Experience	Number of Shares(3)
Rob Bergmann Minnesota, USA	CEO Director since July 30, 2021	Rob Bergmann is CEO, co-founder and a director of the Company. Mr. Bergmann has over 15 years of exploration and mineral development experience across North America on commodities including gold, silver, copper, nickel, uranium, industrial minerals, and rare earth elements. Mr. Bergmann co-founded Big Rock Exploration in 2010 which has become a premier North American mineral exploration service provider with over 40 scientists working with some of the largest mining companies in the world. In addition to Relevant Gold, Mr. Bergmann is also president and co-founder of several privately held, innovative mineral resource companies, including Exsolve Recycling Technologies, F3 Gold, and Relevant Copper Corp. Mr. Bergmann has a B.Sc. in Geology from Winona State University and is a member of the Society of Economic Geologists (SEG), Society of Mining, Metallurgy and Exploration (SME), and several other mineral resource-related organizations.	13,367,701(4)

Name and Province or State & Country of Residence	Present Office and Date First Appointed a Director	Principal Occupation During the Past Five Years and Relevant Education and Experience	Number of Shares(3)
Brian Lentz Minnesota, USA	CXO Director since July 30, 2021	Brian Lentz is CXO, co-founder and a director of the Company. Mr. Lentz has over 15 years of experience in the mineral exploration and mining industry, servicing clients and projects across North America. In 2010, Mr. Lentz co-founded Big Rock Exploration, a geological and technical consulting firm specializing in metals and minerals. As Vice President, he has helped to establish Big Rock as a leader for geological consulting in North America, with a team of over 45 staff providing consulting services to companies ranging from small, private explorers to many of the world’s largest mining companies. Mr. Lentz is also a co-founder of several other mineral asset and development companies, including F3 Gold, Relevant Copper Corp., and Exsolve Inc. Mr. Lentz is a Certified Professional Geologist through the American Institute of Professional Geologists. He is a Licensed Responsible Explorer through the State of Minnesota and an active member in a number of industry organizations including Society of Economic Geology (SEG), and Society of Mining, Metallurgy, and Exploration (SME). Mr. Lentz holds a B.Sc. in Geology from Winona State University.	13,368,201(5)
Peter Megaw(1)(2) Arizona, USA	Director since May 27, 2021	Dr. Peter K.M. Megaw is a Consulting Exploration Geologist, President of IMDEX/Cascabel and co-founder of Minera Cascabel, MAG Silver and Minaurum Gold. His Ph.D. work at the University of Arizona was an exploration-focused geological/geochemical study of the Santa Eulalia Ag-Pb-Zn District, Chihuahua and Carbonate Replacement Deposits (CRDs) of Mexico in general. He has published extensively on the CRDs and Epithermal Vein deposits of Mexico and is a frequent speaker at international academic and technical symposia; often presenting in Spanish. His primary exploration foci are CRDs, Epithermal Vein Deposits and Porphyry Copper Deposits, which he has worked on throughout the Cordillera of North and South America, Australia, Ireland and Turkey. Dr. Megaw and his team are credited with the significant discoveries at Juanicipio-Fresnillo, Zacatecas; Platosa, Durango; and Cinco de Mayo-Pozo Seco, Chihuahua. Dr. Megaw was awarded the Carnegie Mineralogical Medal for 2009, the Society of Mining Engineers 2012 Robert M. Dreyer Award for excellence in Applied Economic Geology and the PDAC 2017 Thayer Lindsley Award for Outstanding Exploration Success based on his signal discoveries in Mexico.	500,000(6)
Ronald L. Parratt (1)(2) Nevada, USA	Director since May 27, 2021	Ronald Parratt is a corporate director and has over 40 years of exploration experience for precious metals including service with Santa Fe Pacific Gold, Homestake Mining Company, AuEx Ventures and Renaissance Gold Inc. During his years of precious metals experience Mr. Parratt had direct involvement in the discovery of the Rabbit Creek (now Twin Creeks), Lone Tree, Trenton Canyon, Gold Hill and Long Canyon gold deposits in Nevada. Mr. Parratt is a graduate of Purdue University with degrees in geochemistry and economic geology. He is a Certified Professional Geologist with the American Institute of Professional Geologists, a Registered Geologist in California and a Professional Geologist in Wyoming. He is a Fellow of the Society of Economic Geologists and a past President of the American Exploration and Mining Association. Mr. Parratt is a Distinguished Member of Society for Mining, Metallurgy and Exploration and a past board member of the society.	310,000(7)
Sarah Weber(1)(2) British Columbia, Canada	Director since May 27, 2021	Sarah Weber is the President and CEO of C3 Alliance Corp., a strategic advisory and consulting firm providing project consulting in the natural resource sector. She has over 20 years of diversified experience working closely with Indigenous Communities, the natural resource sectors, all levels of government, and communities. The foundation of her practice is based on trust, respect and a commitment to create benefits and certainty. Ms. Weber holds a B.Sc. in Geology from the University of British Columbia and an Executive MBA from the Beedie School of Business, Simon Fraser University. Ms. Weber currently sits as an independent Director on the Boards of Happy Creek Minerals Ltd., Snowline Gold Corp. and BEACN Wizardry and Magic Inc.	100,000

Notes:

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Number of Shares beneficially owned, directly or indirectly, or over which control or direction is exercised as at the Record Date.

(4) 867,700 Shares are held by Mr. Bergmann personally and 12,500,001 Shares are held by Relevant Resources, LLC, a company controlled by Messrs. Bergmann and Lentz.

(5) 868,200 Shares are held by Mr. Lentz personally and 12,500,001 Shares are held by Relevant Resources, LLC, a company controlled by Messrs. Bergmann and Lentz.
(6) 250,000 Shares are held by Mr. Megaw personally and 250,000 Shares are held by the Megaw Family Trust Dated Dec-27-2006.
(7) 60,000 Shares are held by Mr. Parratt personally and 250,000 Shares are held by the Parratt Family Trust.
To the best of the Company’s knowledge, no proposed director:
is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that was the subject of a cease trade or similar order or an order that denied the relevant Company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued
- a) while the proposed director was acting as a director, chief executive officer or chief financial officer of that company, or
- b) after the proposed director ceased to be a director, chief executive officer or chief financial officer of that company but resulted from an event that occurred while acting in such capacity;
is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while acting in that capacity, or within a year of ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
has, within the 10 years before the date of this 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 their assets;
has entered into, at any time, a settlement agreement with a securities regulatory authority; or
has been subject, at any time, to any penalties or sanctions imposed by
- a) a court relating to securities legislation or a securities regulatory authority, or b) a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for the proposed director.

The above information has been furnished by the respective proposed directors individually.

Appointment and Remuneration of Auditor

The management of the Company proposes to nominate Smythe LLP of Vancouver, British Columbia, for election as auditor of the Company to hold office until the close of the next Annual General Meeting of shareholders and for the authorization for the Board of the Company to fix the remuneration for the ensuing year. Smythe LLP was first appointed as auditor of the Company on May 27, 2021.

The Board recommends that Shareholders vote for the proposed auditor and for authorizing the Board to fix the remuneration for the ensuing year. Unless otherwise directed, it is the intention of the Management Designees, if named as Proxyholder, to vote for the election of Smythe LLP as the

Company’s auditor of the Company for the ensuing year and for authorizing the Board to fix the remuneration for the ensuing year.

Approval of Omnibus Equity Incentive Compensation Plan

The Company’s existing stock option plan (the “ Stock Option Plan ”) was approved by the Board on May 2, 2023 and was last approved by the Shareholders at the Company’s annual general Meeting held on May 13, 2022. The Board determined it to be in the best interest of the Company to proceed with the approval of a new omnibus equity incentive compensation plan on July 13, 2023 (the “ Plan ”) to replace its current Stock Option Plan. A copy of the Plan is attached as Schedule “A” to this Circular. The Plan provides for broader application of share based compensation and reflects updated regulatory policies of the TSX-V. Shareholders will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution, subject to regulator approval, approving the Plan at the Meeting.

As of July 13, 2023, the Company has 3,750,000 stock options outstanding under the Stock Option Plan.

The purpose of the Plan is to advance the interests of the Company and its subsidiaries by: (i) assisting the Company and its subsidiaries in attracting and retaining individuals with experience and ability, (ii) allowing certain executive officers, key employees and Consultants of the Company and its subsidiaries to participate in the long term success of the Company, and (iii) promoting a greater alignment of interests between the executive officers, key employees and Consultants designated under the Plan and the Shareholders.

Shareholders will be asked at the Meeting to pass an ordinary resolution approving, ratifying and confirming the Plan, and approving the issuance of Awards (as defined in the Plan) under the Plan up to a maximum of ten percent (10%) of the Company’s issued and outstanding share capital from time to time (the “Omnibus Equity Incentive Compensation Plan Resolution”).

The following is a summary of the principal terms of the Plan, which is qualified in its entirety by reference to the text of the Plan, a copy of which is attached Schedule “A” to this Circular .

The Plan provides for a maximum number of the Company’s stock options (“ Options ”), Restricted Share Units (“ RSUs ”), Deferred Share Units (“ DSUs ”), Performance Units (“ PSUs ”) that may be issued under the Plan of up to a maximum of ten percent (10%) of the number of issued and outstanding share capital outstanding from time to time. In no event will the maximum number of Shares of the Company available for issuance under the Plan exceed ten percent (10%) of the Company’s issued and outstanding Shares from time to time.

Purpose

The purpose of the Plan is to: (a) promote a significant alignment between officers and employees of the Company and its Affiliates (as defined in the Plan) and the growth objectives of the Company; (b) to associate a portion of participating employees’ compensation with the performance of the Company over the long term; and (c) to attract, motivate and retain the critical employees to drive the business success of the Company.

Types of Awards

The Plan provides for the grant of options, RSUs, DSUs, PSUs and other share-based awards (each an “ Award ” and collectively, the “ Awards ”). All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Plan (an “ Award Agreement ”).

Plan Administration

The Plan is administered by the Board which may delegate its authority to the Compensation Committee (the “ Committee ”) or any other duly authorized committee of the Board appointed by the Board to administer the Plan. Subject to the terms of the Plan, applicable law and the rules of the TSX-V, the Board (or its delegate) has the power and authority to:

(a) select Award recipients;
(b) establish all Award terms and conditions, including grant, exercise price, issue price and vesting terms;
(c) determine Performance Goals applicable to Awards and whether such Performance Goals have been achieved;
(d) make adjustments under Section 4.10 of the Plan (subject to Article 12 of the Plan); and
(e) adopt modifications and amendments, or sub-plans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Company and its Affiliates operate.

Shares Available for Awards

Subject to adjustments as provided for under the Plan, the maximum number of Shares of the Company available for issuance under the Plan will not exceed ten percent (10%) of the Company’s issued and outstanding Shares.

For greater certainty, any RSUs, DSUs, PSUs or other share-based awards that are granted under the Plan will reduce the corresponding number of share options available for grant under the Plan.

The Plan is considered to be a “rolling” plan as Shares of the Company covered by Awards which have been exercised or settled, as applicable, will be available for subsequent grant under the Plan and the number of Awards that may be granted under the Plan increases if the total number of issued and outstanding Shares of the Company increases.

The number of Shares of the Company issuable to Insiders, as defined in the Plan, at any time, under all security-based compensation arrangements of the Company may not exceed ten percent (10%) of the Company’s issued and outstanding Shares. The number of Shares of the Company issued to Insiders within any one-year period, under all security-based compensation arrangements of the Company may not exceed ten percent (10%) of the Company’s issued and outstanding Shares.

Eligible Persons

Any Employee, Non-Employee Directors or Consultants (as such terms are defined in the Plan) shall be eligible to be selected to receive an Award under the Plan (the “ Eligible Persons ”).

Limits for Individuals

Unless the Company has obtained the requisite disinterested shareholder approval pursuant to TSX-V Policy 4.4 – Security Based Compensation (“ Policy 4.4 ”), the maximum aggregate number of Shares of the Company that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Company, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and

accepted by the TSX-V for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

Limits for Consultants

The maximum aggregate number of Shares of the Company that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Company, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

Limits for Investor Relations Service Providers

(a) The maximum aggregate number of Shares of the Company that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Company, calculated as at the date any Option is granted to any such Investor Relations Service Provider.
(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Blackout Period

In the event that the expiry date of any Award would otherwise occur in a Blackout Period or within ten days of the end of the Blackout Period, the expiry date shall be extended to the tenth business day following the last day of a Blackout Period. A blackout period is defined as a period during which a Participant (as defined in the Plan) cannot sell Shares, due to applicable law or policies of the Company in respect of insider trading (the “ Blackout Period ”).

Vesting

All Award, other than an Option, may not vest before one year from the date of grant of the Award.

Description of Awards and Effect of Termination on Awards

Options

Subject to the provisions of the Plan, the Board or its delegate, will be permitted to grant options under the Plan. An option entitles a holder to purchase a Shares of the Company at an exercise price set at the time of the grant. Options vest over a period of time as established by the Board from time to time. The term

of each option will be fixed by the Board or its delegate, but may not exceed 10 years from the date of grant. Under no circumstances will the Company issue options at less than fair market value. Fair market value is defined as the greater of: (a) the volume weighted average trading price of the Shares of the Company on the TSX-V for the five most recent trading days immediately preceding the grant date; (b) the closing price of the Shares on the TSX-V on the trading day immediately prior to the grant date; and (c) $0.05.

Options granted pursuant to the Plan shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;
(ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and
(iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and Cash as the broker and Participant may otherwise agree); or
(b) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:
(i) the product of the number of Options being exercised multiplied by the difference between the VWAP (as defined in the Plan) of the underlying Shares and the exercise price of the subject Options; by
(ii) the VWAP of the underlying Shares.

Except as may otherwise be set forth in an underlying employment agreement, if an optionee ceases to be an Eligible Person in the event of retirement, each vested option held by that person will cease to be exercisable on the earlier of the original expiry date and six months after the termination date. In the case of the optionee being terminated, each vested option will cease to be exercisable on the earlier of the original expiry date and three months after the termination date. In the event of death of an optionee, the legal representative may exercise the vested options for a period until the earlier of the original expiry date and 12 months after the date of death. In all cases, any unvested options held by the optionee shall terminate and become void on the date of termination, retirement or death, as applicable.

Restricted Share Units

Subject to the provisions of the Plan, the Board or its delegate will be permitted to grant RSUs under the Plan. An RSU is an award denominated in units that does not vest until after a specified period of time, or

satisfaction of other vesting conditions as determined by the Board, or its delegate, and which may be forfeited if conditions to vesting are not met, and provides the holder thereof with a right to receive Shares upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

The Board, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board or its delegate in their sole discretion.

If the holder of RSUs ceases to be an Eligible Person for any reason, other than death, disability or retirement, any RSUs held by the Participant that have vested before the termination date will be paid to the Participant, provided that all unvested RSUs held at the termination date shall be immediately cancelled and forfeited on the termination date. Unless otherwise approved by the Board, unvested RSUs previously credited to the Participant’s account will vest immediately in the event that the Participant dies and will continue to vest, pursuant to the terms of the Plan, in the event that the Participant retires or is disabled, subject to the adjustment provisions in the Plan in the event the Participant is disabled. RSUs that have vested at the termination date will be paid to the Participant, or the Participant’s estate, as applicable.

Deferred Share Units

Subject to the provisions of the Plan, the Board or its delegate will be permitted to grant DSUs to Participants under the Plan. A DSU is an award denominated in units that provides the holder thereof with a right to receive Shares upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

Each award agreement will provide the extent to which the Eligible Person will have the right to retain DSUs following termination of the Eligible Person’s employment or other relationship with the Company. Such provisions shall be determined in the sole discretion of the Board or its delegate, and need not be uniform among all DSUs issued pursuant to the Plan.

Performance Units

Subject to the provisions of the Plan, the Board or its delegate may grant Performance-based Awards in the form of PSUs under the Plan that are subject to specified performance criteria. Performance-based Awards are based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more performance goals, which may include performance relative to the Company’s peers or affiliates. Performance goals may also be based upon the individual Participant as determined by the Board, in its sole discretion. A PSU is an award denominated in units that does not vest until the performance criteria it is subject to are met, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved and provides the holder thereof with a right to receive Shares upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

The Board, in its discretion, may award dividend equivalents with respect to Awards of PSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board or its delegate in their sole discretion.

Unless otherwise determined by the Board or its delegate, unvested PSUs previously credited to the Participant’s account will be immediately cancelled and forfeited to the Company on the termination date in the event that the Participant is terminated for any reason other than death, disability or retirement. Unvested PSUs previously credited to the Participant’s account will vest immediately in the event that the Participant dies and will continue to vest pursuant to the Plan in the event that the Participant retires or is

disabled, subject to the adjustment provisions in the Plan in the event the Participant is disabled. PSUs and that have vested at the termination date will be paid to the Participant, or the Participant’s estate, as applicable.

Change in Control

In the event of a change in control (as described in the Plan), unless otherwise provided in an Award Agreement, the Board or its delegate shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a change in control, and that the value of such Awards, as determined by the Board or its delegate in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change in Control Price within a reasonable time subsequent to the Change in Control, subject to the approval of the TSX-V.

Notwithstanding the foregoing, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Board or its delegate reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “ Alternative Award ”) by any successor to the Company or an Affiliate as described in Article 12 of the Plan; provided, however, that any such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;
(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;
(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;
(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and
(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

Term of the Plan

The Plan shall remain in effect until terminated by the Board.

Assignability

No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law, be transferred, sold, assigned, pledged or otherwise disposed in any manner other than by will or the law of descent.

Amendment

Unless otherwise restricted by law or the TSX-V rules, the Board or its delegate may at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of:

(a) making any amendments to the general vesting provisions of any Award;

(b) making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date;
(c) making any amendments to add covenants or obligations of the Company for the protection of Participants;
(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or
(e) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

However, other than as expressly provided in an Award Agreement or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.

Shareholder approval is however required to make the following amendments:

(a) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Company or one of its Affiliates (unless carried out pursuant to Section 4.10 of the Plan).
(b) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan (unless carried out pursuant to Section 4.10 of the Plan).
(c) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Company (unless carried out pursuant to Section 4.10 of the Plan);
(d) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise;
(e) An extension of the expiry date of an Option issued to Insiders; or
(f) Any amendment to the amendment provisions of the Plan.

Approval

The Plan is considered a “ rolling up to 10% ” Plan as defined in Policy 4.4. In accordance with TSX-V policies, the implementation of the Plan will require shareholder approval. In addition, the TSX-V requires the Company to obtain the approval of its shareholders with respect to the “rolling” portion of the Plan on an annual basis; however, Shareholder approval of the fixed portion of the Plan is only required if there is a proposed increase in the number allowable to be granted under the fixed portion of the Plan.

The Board recommends that Shareholders vote for the Omnibus Equity Incentive Compensation Plan Resolution.

The Omnibus Equity Incentive Compensation Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by those Shareholders entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the management nominees named in the accompanying form of proxy intend to vote the Shares represented thereby FOR the Omnibus Equity Incentive Compensation Plan Resolution.

Omnibus Equity Incentive Compensation Plan Resolution

Management of the Company will ask the Shareholders to approve the following resolution at the Meeting:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION:
(a) The omnibus equity incentive compensation plan of the Relevant Gold Corp. (the “ Company ”), the full text of which is attached as Schedule “A” to the Circular (the “ Plan ”), is hereby authorized, approved and adopted.
(b) The number of common shares (“ Shares ”) reserved for issuance under the Plan and all other security-based compensation arrangements of the Company will be a rolling number of Awards (as defined in the Plan) issuable under the Plan up to ten percent (10%) of the issued and outstanding share capital from time to time.
(c) The Company is hereby authorized and directed to issue such Shares pursuant to the Plan as fully paid and nonassessable Shares.
(d) The board of directors of the Company is hereby authorized and empowered to make any changes to the Plan as may be required by the TSX Venture Exchange.
(e) Any one director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

The Board recommends that Shareholders vote FOR of the Omnibus Equity Incentive Compensation Plan Resolution. It is intended that all proxies received will be voted FOR the approval of the Omnibus Equity Incentive Compensation Plan Resolution, unless a Shareholder directs that their Shares are to be voted against Omnibus Equity Incentive Compensation Plan Resolution.

OTHER BUSINESS

While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the Shareholders at the Meeting, it is intended that the Proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company by mail at 1700 – 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, Canada, by telephone (763.760.4886) or by e-mail ([email protected]) to request copies of the Company’s financial statements and MD&A.

DATED this 17[th] day of July, 2023.

(signed) “ Rob Bergmann”

Rob Bergmann

Chief Executive Officer and Director

SCHEDULE “A”

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

A-1

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

JULY 13, 2023

ARTICLE 1	ESTABLISHMENT, PURPOSE AND DURATION ............................................................. 1
1.1	Establishment of the Plan. ................................................................................................. 1
1.2	Purpose of the Plan. ........................................................................................................... 1
1.3	Duration of the Plan. .......................................................................................................... 1
ARTICLE 2	DEFINITIONS ........................................................................................................................ 1
ARTICLE 3	ADMINISTRATION .............................................................................................................. 8
3.1	General. .............................................................................................................................. 8
3.2	Authority of the Committee. .............................................................................................. 8
3.3	Delegation. ......................................................................................................................... 9
ARTICLE 4	SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS .................................... 9
4.1	Number of Shares Available for Awards. .......................................................................... 9
4.2	Specific Allocations ........................................................................................................... 9
4.3	Limits for Individuals ........................................................................................................ 9
4.4	Limits for Consultants ....................................................................................................... 9
4.5	Limits for Investor Relations Service Providers ................................................................ 9
4.6	Minimum Price for Security Based Compensation other than Options ........................... 10
4.7	Hold Period and Escrow .................................................................................................. 10
4.8	Other Restrictions ............................................................................................................ 10
4.9	Blackout Periods .............................................................................................................. 11
4.10	Adjustments in Authorized Shares. .................................................................................. 11
ARTICLE 5	ELIGIBILITY AND PARTICIPATION .............................................................................. 12
5.1	Eligibility. ........................................................................................................................ 12
5.2	Actual Participation. ........................................................................................................ 13
ARTICLE 6	STOCK OPTIONS ................................................................................................................ 13
6.1	Grant of Options. ............................................................................................................. 13
6.2	Additional Terms for Options .......................................................................................... 13
6.3	Award Agreement. ........................................................................................................... 13
6.4	Option Price. .................................................................................................................... 13
6.5	Duration of Options. ........................................................................................................ 14
6.6	Exercise of Options. ......................................................................................................... 14
6.7	Payment. .......................................................................................................................... 14
6.8	Restrictions on Share Transferability. .............................................................................. 15
6.9	Death and Termination of Employment. ......................................................................... 15

-i-

Page

(continued)

6.10	Non-transferability of Options. ........................................................................................ 16
ARTICLE 7 RESTRICTED SHARE UNITS ............................................................................................ 16
7.1	Grant of Restricted Share Units. ...................................................................................... 16
7.2	Restricted Share Unit Agreement. ................................................................................... 16
7.3	Non-transferability of Restricted Share Units. ................................................................. 16
7.4	Other Restrictions. ........................................................................................................... 17
7.5	Voting Rights. .................................................................................................................. 17
7.6	Dividends and Other Distributions. ................................................................................. 17
7.7	Death and other Termination of Employment, Consultancy or Directorship. ................. 17
7.8	Payment in Settlement of Restricted Share Units. ........................................................... 18
ARTICLE 8 DEFERRED SHARE UNITS ............................................................................................... 19
8.1	Grant of Deferred Share Units. ........................................................................................ 19
8.2	Deferred Share Unit Agreement. ..................................................................................... 19
8.3	Non-transferability of Deferred Share Units. ................................................................... 19
8.4	Death and other Termination of Employment. ................................................................ 19
8.5	Payment in Settlement of Deferred Share Units .............................................................. 19
ARTICLE 9 PERFORMANCE SHARE UNITS ...................................................................................... 20
9.1	Grant of Performance Share Units. .................................................................................. 20
9.2	Value of Performance Share Units. ................................................................................. 20
9.3	Settlement of Performance Share Units. .......................................................................... 20
9.4	Form and Timing of Payment of Performance Share Units. ............................................ 20
9.5	Dividends and Other Distributions. ................................................................................. 20
9.6	Death and other Termination of Employment. ................................................................ 21
9.7	Non-transferability of Performance Share Units. ............................................................ 22
ARTICLE 10 RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE .................................................. 22
10.1	Employment. .................................................................................................................... 22
10.2	Participation. .................................................................................................................... 22
10.3	Rights as a Shareholder. ................................................................................................... 23
ARTICLE 11 CHANGE OF CONTROL .................................................................................................. 23
11.1	Accelerated Vesting and Payment. .................................................................................. 23
11.2	Alternative Awards. ......................................................................................................... 23
ARTICLE 12 AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION ................... 24
12.1	Amendment, Modification, Suspension and Termination. .............................................. 24
12.2	Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events ......... 25
12.3	Awards Previously Granted. ............................................................................................ 25

-ii-

Page

(continued)

ARTICLE 13	WITHHOLDING ................................................................................................................ 25
13.1	Withholding. .................................................................................................................... 25
13.2	Acknowledgement. .......................................................................................................... 25
ARTICLE 14	SUCCESSORS .................................................................................................................... 25
ARTICLE 15	GENERAL PROVISIONS .................................................................................................. 26
15.1	Forfeiture Events. ............................................................................................................. 26
15.2	Cessation of Vesting and Eligibility for Awards following Termination ........................ 26
15.3	Legend. ............................................................................................................................ 26
15.4	Delivery of Title. .............................................................................................................. 27
15.5	Investment Representations. ............................................................................................ 27
15.6	Uncertificated Shares. ...................................................................................................... 27
15.7	Unfunded Plan. ................................................................................................................ 27
15.8	No Fractional Shares. ....................................................................................................... 27
15.9	Other Compensation and Benefit Plans. .......................................................................... 27
15.10	No Constraint on Corporate Action. ................................................................................ 28
15.11	Compliance with Canadian Securities Laws. ................................................................... 28
15.12	Termination of a Directorship .......................................................................................... 28
ARTICLE 16	LEGAL CONSTRUCTION ................................................................................................ 28
16.1	Number. ........................................................................................................................... 28
16.2	Severability. ..................................................................................................................... 28
16.3	Requirements of Law. ...................................................................................................... 29
16.4	Governing Law. ............................................................................................................... 29
16.5	Compliance with Employment Standards ........................................................................ 29
16.6	Compliance with Section 409A of the Code. ................................................................... 29

-iii-

ARTICLE 1

ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment of the Plan.

Relevant Gold Corp., a corporation incorporated under the laws of British Columbia (the “ Corporation ”), hereby establishes an incentive compensation plan to be known as the Omnibus Equity Incentive Compensation Plan (the “ Plan ”). The Plan permits the grant of Options, Restricted Share Units, Deferred Share Units and Performance Units. The Plan shall be adopted and become effective on the date approved by the Board, subject to the prior approval of the Plan by the TSX Venture Exchange (the “ TSXV ”) (the “ Effective Date ”).

1.2 Purpose of the Plan.

The purposes of the Plan are: (i) to promote a significant alignment between Officers and employees of the Corporation and its Affiliates (as defined below) and the growth objectives of the Corporation; (ii) to associate a portion of participating employees’ compensation with the performance of the Corporation over the long term; and (iii) to attract, motivate and retain the critical employees to drive the business success of the Corporation.

1.3 Duration of the Plan.

The Plan shall be in effect from the Effective Date, as described in Section 1.1 herein, until the Plan is terminated by the Board (as defined below) pursuant to Article 12 hereof.

ARTICLE 2

DEFINITIONS

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

“ Affiliate ” means any corporation, partnership or other entity (i) in which the Corporation, directly or indirectly, has majority ownership interest or (ii) which the Corporation controls. For the purposes of this definition, the Corporation is deemed to “control” such corporation, partnership or other entity if the Corporation possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

“ Award ” means, individually or collectively, a grant under this Plan of Options, Deferred Share Units, Restricted Share Units or Performance Units, in each case subject to the terms of this Plan.

“ Award Agreement ” means either (i) a written agreement entered into by the Corporation or an Affiliate of the Corporation and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement issued by the Corporation or an Affiliate of the Corporation to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

“ Blackout Period ” means a period of time during which the Participant cannot sell Shares, due to applicable law or policies of the Corporation in respect of insider trading.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Corporation.

“ Cashless Exercise ” has the meaning given to it in Section 6.6(a).

“Cause” means:

(a) with respect to a particular Employee:
(i) “cause” as such term is defined in the Award Agreement or the Employee’s written employment agreement with the Corporation or an Affiliate (provided that if such term is defined in both the Award Agreement and the Employee’s written employment agreement, the definition in the Award Agreement will govern); or
(ii) in the event that (i) does not apply, then “Cause” means any circumstance where an employer can terminate an individual’s employment without notice or payment whatsoever

(b) with respect to a particular Consultant:

  - (i) “cause” or “serious reason” as such term is defined in the Award Agreement or the Consultant’s written services agreement with the Corporation or an Affiliate (provided that if such term is defined in both the Award Agreement and the Consultant’s written services agreement, the definition in the Award Agreement shall govern);

  - (ii) in the event that (i) does not apply, then “Cause” means any circumstances, as described in the written agreement between the Corporation or an Affiliate and the Consultant, or as provided for pursuant to applicable law, where the Corporation or an Affiliate may terminate the Consultant’s engagement without notice or payment whatsoever.

“ Change of Control ” shall occur if any of the following events occur:
(a) the acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of beneficial ownership or control or direction over that number of Voting Securities which is greater than 50% of the total issued and outstanding Voting Securities immediately after such acquisition, unless such acquisition arose as a result of or pursuant to:
- (i) an acquisition or redemption by the Corporation of Voting Securities which, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by such person to 50% or more of the Voting Securities then outstanding;
- (ii) acquisitions of Voting Securities which were made pursuant to a dividend reinvestment plan of the Corporation;
3 -
(iii) the receipt or exercise of rights issued by the Corporation to all the holders of Voting Securities to subscribe for or purchase Voting Securities or securities convertible into Voting Securities, provided that such rights are acquired directly from the Corporation and not from any other person;
(iv) a distribution by the Corporation of Voting Securities or securities convertible into Voting Securities for cash consideration made pursuant to a public offering or by way of a private placement by the Corporation (“Exempt Acquisitions”);
(v) a stock-dividend, a stock split or other event pursuant to which such person receives or acquires Voting Securities or securities convertible into Voting Securities on the same pro rata basis as all other holders of securities of the same class (“Pro-Rata Acquisitions”); or
(vi) the exercise of securities convertible into Voting Securities received by such person pursuant to an Exempt Acquisition or a Pro-Rata Acquisition (“Convertible Security Acquisitions”);

provided, however, that if a person shall acquire 50% or more of the total issued and outstanding Voting Securities by reason of any one or a combination of (1) acquisitions or redemptions of Voting Securities by the Corporation, (2) Exempt Acquisitions, (3) Pro-Rata Acquisitions, or (4) Convertible Security Acquisitions and, after such share acquisitions or redemptions by the Corporation or Exempt Acquisitions or Pro-Rata Acquisitions or Convertible Security Acquisitions, acquires additional Voting Securities exceeding one per cent of the Voting Securities outstanding at the date of such acquisition other than pursuant to any one or a combination of Exempt Acquisitions, Convertible Security Acquisitions or Pro-Rata Acquisitions, then as of the date of such acquisitions such acquisition shall be deemed to be a “Change of Control”;

(b) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened; and
(c) any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (the “Successor Entity”), (other than a subsidiary of the Corporation) unless:
(i) individuals who were holders of Voting Securities immediately prior to such transaction hold, as a result of such transaction, in the aggregate, more than 50% of the voting securities of the Successor Entity;
(ii) a majority of the members of the board of directors of the Successor Entity is comprised of individuals who were members of the Board of Directors immediately prior to such transaction; and
(iii) after such transaction, no person or group of persons acting jointly or in concert, holds more than 50% of the voting securities of the Successor Entity unless such
4 -

person or group of persons held securities of the Corporation in the same proportion prior to such transaction.

“ Change of Control Price ” means (i) the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the Exchange on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately preceding the Change of Control date.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

“ Committee ” means the Board of Directors or, if so delegated in whole or in part by the Board, or any duly authorized committee of the Board appointed by the Board to administer the Plan.

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Consultant ” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or of any of its subsidiaries) or Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution (as such term is defined in the policies of the TSXV);
(b) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Corporation, as the case may be; and
(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

“ Consultant Company ” means a Consultant that is a Company.

“ Corporation ” means Relevant Gold Corp., a corporation incorporated under the laws of British Columbia, and any successor thereto as provided in Article 14 herein.

“ DSU ” or “ Deferred Share Unit ” means an Award denominated in units that provides the holder thereof with a right to receive Shares or, at the sole discretion of the Committee, a cash payment upon settlement of the Award, granted under Article 8 herein and subject to the terms of this Plan.

“ Director ” means any individual who is a director (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Dividend Equivalent ” means a right with respect to an Award to receive cash, Shares or other property equal in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement,

and if specifically provided for in the Award Agreement shall be subject to the Plan and such other terms and conditions set forth in the Award Agreement as the Committee shall determine.

“ Employee ” means:

(a) an individual who is considered an employee of the Corporation or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(b) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or
(c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.

“ ESL ” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee.

“ Exchange ” means the TSXV or, if at any time the Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee.

“ Fair Market Value ” or “ FMV ” means, unless otherwise required by any applicable provision of the Code or any regulations thereunder or by any applicable accounting standard for the Corporation’s desired accounting for Awards or by the rules of the Exchange, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the VWAP of the Shares on the Exchange for the five trading days immediately prior to the grant date, (ii) the closing price of the Shares on the Exchange on the trading day immediately prior to the grant date, (iii) the closing price of the Shares on the Exchange on the grant date, or (iv) $0.05 or any such minimum price for Security Based Compensation as set out in Policy 1.1 of the Exchange.

“ Fiscal Year ” means the Corporation’s fiscal year commencing on July 1 and ending on June 30 or such other fiscal year as approved by the Board.

“ Insider ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Activities ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

“ Issued Shares ” means, at any time, the number of Shares of the Corporation that are then issued and outstanding on a non-diluted basis and, in the discretion of the Exchange, may include a number of

securities of the Corporation, other than Security Based Compensation, warrants and convertible debt, that are convertible into Shares of the Corporation.

“ ITA ” means the Income Tax Act (Canada).

“ Management Company Employee ” means an individual employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.

“ Material Information ” means a Material Fact and/or Material Change as such terms are defined by applicable Securities Laws and Exchange policies.

“Net Exercise” has the meaning ascribed to it in section 6.6(b).

“ Notice Period ” means any period of contractual notice or reasonable notice that the Corporation or the Affiliate may be required at law, by contract or otherwise agrees to provide to a Participant upon termination of employment, whether or not the Corporation or Affiliate elects to pay severance in lieu of providing notice to the Participant, provided that where a Participant’s employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

“ Officer ” means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Option ” means the conditional right to purchase Shares at a stated Option Price for a specified period of time subject to the terms of this Plan.

“ Option Price ” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

“ Participant ” means a Director, Officer, Employee, Management Company Employee or Consultant that is the recipient of an Award granted or issued by the Corporation.

“ Performance Goal ” means a performance criterion selected by the Committee for a given Award.

“ Performance Period ” means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award.

“ Performance Share Unit ” means an Award granted as compensation for employment or consulting services or services as a Director or Officer to receive, for no additional cash consideration, Shares or, at the sole discretion of the Committee, a cash payment upon specified vesting criteria being satisfied, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

“ Period of Restriction ” means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

“ Person ” shall have the meaning ascribed to such term in Section 1(1) of the Securities Act.

“ Policy 4.4 ” means Policy 4.4 - Security Based Compensation of the TSXV.

“ Restricted Share Unit ” means an Award denominated in units subject to a Period of Restriction, with a right to receive Shares or, at the sole discretion of the Committee, a cash payment upon settlement of the Award, granted under Article 7 herein and subject to the terms of this Plan.

“ Securities Act ” means the Securities Act (British Columbia), as may be amended from time to time.

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

“ Security Based Compensation ” has the meaning ascribed thereto in Policy 4.4.

“ Security Based Compensation Plan ” has the meaning ascribed thereto in Policy 4.4.

“ Shares ” means common shares in the capital of the Corporation.

“ Successor Entity ” has the meaning ascribed thereto under subsection (c) of the definition of Change of Control.

“ Termination Date ” means:

(a) in the case of an Employee whose employment or term of office with the Corporation or an Affiliate terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Employee or the Corporation or its Affiliate that initiates the termination), the later of: (i) if and only to the extent required to comply with the minimum standards of the ESL, the last day of the applicable minimum statutory notice period applicable to the Participant pursuant to the ESL, if any; and (ii) the date that is designated by the Corporation or an Affiliate, as the last day of the Participant’s employment or term of office with the Corporation or an Affiliate provided that in the case of the Participant’s resignation, such date shall not be earlier than the date notice of resignation was given; and, in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Participant’s Employer as specified in the notice of termination provided by the Company or an Affiliate. For the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or
(b) in the case of a Consultant, the date that is designated, if any, by the Corporation or an Affiliate as the date on which the Participant’s consulting engagement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting engagement, such date shall not be earlier than the date that notice of voluntary termination was given and, in any case, without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Corporation or an Affiliate as specified in the notice of termination. For the avoidance of any doubt, the
8 -

parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or

(c) in the case of a Director whose service with the Corporation or an Affiliate terminates in the circumstances set out in Section 15.12, the date that is designated by the Corporation or an Affiliate as the date on which the Participant’s service is terminated, including the expiry of a Director’s term on the Board without re-election (or nomination for election), provided that in the case of resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; or
(d) in the event that the Participant’s death occurs prior to the date determined pursuant to (a), (b) or (c) above, the date of the Participant’s death.

“ Trading Day ” means a day when trading occurs through the facilities of the Exchange.

“ TSXV ” means the TSX Venture Exchange.

“ Voting Securities ” shall mean any securities of the Corporation ordinarily carrying the right to vote at elections of Directors and any securities immediately convertible into or exchangeable for such securities.

“ VWAP ” means the volume weighted average trading price of the Corporation’s Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Stock Option, provided that where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

ARTICLE 3

ADMINISTRATION

3.1 General.

The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Corporation, and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Corporation, and all other interested parties.

3.2 Authority of the Committee.

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, determining Performance Goals applicable to Awards and whether such Performance Goals have been achieved, making adjustments under Section 4.10 and, subject to Article 12, adopting modifications and amendments, or subplans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and Affiliates operate.

3.3 Delegation.

The Committee may delegate to one or more of its members any of the Committee’s administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Available for Awards.

The Plan is a “ rolling up to 10%” Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation of the TSXV. The Plan is a “rolling” plan pursuant to which the number of Shares that are issuable pursuant to Awards granted hereunder shall not exceed 10% of the Issued Shares of the Corporation as at the date of any Awards, subject to adjustment as provided in Section 4.10 herein.

4.2 Specific Allocations

The Corporation cannot grant or issue an Award hereunder unless and until the Award has been allocated to a particular Participant.

4.3 Limits for Individuals

Unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to Policy 4.4, the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the Exchange for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

4.4 Limits for Consultants

The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

4.5 Limits for Investor Relations Service Providers

(a) The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider.
(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;
10 -
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

4.6 Minimum Price for Security Based Compensation other than Options

The minimum exercise price of an Option is set out in Section 6.4 and the same principles apply to other Awards where the value of the Award is initially tied to market price.

4.7 Hold Period and Escrow

All Awards and Shares issuable thereunder are subject to any applicable resale restrictions under Securities Laws and the Exchange Hold Period (as defined in the policies of the TSXV), and shall have affixed thereto any legends required under Securities Laws and the policies of the Exchange.

4.8 Other Restrictions

The Plan is subject to the following provisions:

(a) Awards shall not entitle a Participant to any shareholder rights (including, without limitation, voting rights, dividend entitlement or rights on liquidation) until such time as underlying Shares are issued to such Participant; provided, other than an accrual of dividends accepted by the Exchange;
(b)
all Awards are non-assignable and non-transferable;
(c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation at any point in time (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
(d) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
(e) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under this Policy, any Companies that are wholly owned by that Person) shall not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
11 -
(f) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Consultant;
(g) Investor Relations Service Providers may not receive any Award other than Options;
(h) if a Participant’s heirs or administrators are entitled to any portion of an outstanding Award, the period in which they can make such claim shall not exceed one year from the Participant’s death;
(i) for Awards granted or issued to Employees, Consultants or Management Company Employees, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be; and
(j) any Award granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee shall expire in accordance with the provisions of the Plan, but in any event, within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan.

4.9 Blackout Periods

Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period. The following requirements are applicable to any such automatic extension provision:

(a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information;
(b) the automatic extension of the expiry date, redemption date or settlement date, as applicable, of a Participant’s Award is not to be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation’s securities; and
(c) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

4.10 Adjustments in Authorized Shares.

Subject to the approval of the Exchange, where applicable, in the event of any corporate event or transaction (collectively, a “ Corporate Reorganization ”) (including, but not limited to, a change in the Shares of the Corporation or the capitalization of the Corporation) such as a merger, arrangement or amalgamation that does not constitute a Change of Control under Article 11, or a consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and

12 -

kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the number of Shares eligible to be issued hereunder, the limit on issuing Awards other than Options granted with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to this Plan, as are equitably necessary to prevent dilution or enlargement of Participants’ rights under the Plan that otherwise would result from such Corporate Reorganization. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in this Plan) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments shall comply with Section 409A of the Code with respect to any U.S. Participants and the rules of any stock exchange or market upon which such Shares are listed or traded.

Subject to the provisions of Article 10 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under this Plan in connection with any such corporate event or transaction, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

ARTICLE 5

ELIGIBILITY AND PARTICIPATION

5.1 Eligibility.

Only a Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or of any of its subsidiaries is eligible to participate in the Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards. If the Participant is a Company, excluding Participants that are Consultant Companies, it must provide the Exchange with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule “A” to Form 4G - Summary Form – Security Based Compensation , as provided for in Policy 4.4 - Security Based Compensation of the TSXV. Any Company to be granted an Award, other than a Consultant Company, must agree not to effect or permit any transfer of ownership or option of securities of the Corporation or to issue further shares of any class in the Corporation to any other individual or entity as long as the Security Based Compensation remains outstanding, except with the prior written consent of the TSXV.

13 -

5.2 Actual Participation.

Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Directors, Officers, Employees, Management Company Employees and Consultants of the Corporation or of any of its subsidiaries, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award in accordance with the Plan.

ARTICLE 6

STOCK OPTIONS

6.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion, and subject to the terms of the Plan.

6.2 Additional Terms for Options

The following provisions apply to all Option Awards:

(a) Options can be exercisable for a maximum of 10 years from the date of grant, subject to extension where the expiry date falls within a Blackout Period, as provided for in Section 4.9;
(b) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider; and
(c) disinterested Shareholder approval shall be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment.

6.3 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

6.4 Option Price.

The Option Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The minimum exercise price of an Option shall be equal to Fair Market Value. A minimum exercise price cannot be established unless the Options are allocated to particular Persons.

14 -

6.5 Duration of Options.

Subject to Section 4.9 and Section 6.2(a), each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant.

6.6 Exercise of Options.

Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;
(ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and
(iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and cash as the broker and Participant may otherwise agree); or
(b) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:
(i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by
(ii) the VWAP of the underlying Shares.

For clarity, upon the exercise of Options pursuant to this Section 6.6, the number Options exercised, not the number of Shares issued, shall be considered for purposes of the restrictions on Awards set out in Sections 4.1, 4.3, 7.8, 6.6 and 4.8.

6.7 Payment.

Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Corporation or an agent designated by the Corporation in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares, and any applicable withholding taxes as per Section 13.1. The Option Price upon exercise of any Option shall be payable to the Corporation in full either: (a) by certified cheque or wire transfer; or (b) by any other method approved or accepted by the Committee in its sole discretion subject to the rules of

15 -

the Exchange and such rules and regulations as the Committee may establish. Subject to Section 6.8 and any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Shares, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable shares of the Corporation. As of the business day the Corporation receives such notice and such payment, the Participant (or the person claiming through him, as the case may be) shall be entitled to be entered on the share register of the Corporation as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate or evidence of book entry representing the said number of Shares. The Corporation shall cause to be delivered to or to the direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s) as soon as reasonably practicable following the issuance of such Shares.

6.8 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deem advisable, including, without limitation, requiring the Participant to hold the Shares acquired pursuant to exercise for a specified period of time, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed and/or traded.

6.9 Death and Termination of Employment.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) the executor or administrator of the Participant’s estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date;
(ii) the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(iii) such Participant’s eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.
(b) Termination of Employment: Except as may otherwise be set out in a Participant’s written employment agreement (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates (for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then:
(i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:
- (A) the date that is three months after the Termination Date; and
16 -
(B) the date on which the exercise period of the particular Option expires,

except as otherwise provided in the Participant’s written employment contract or such date as is otherwise determined by the Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the Option Period or one year from the Termination Date;

(ii) any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(iii) notwithstanding 6.9(b)(i) and 6.9(b)(ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

6.10 Non-transferability of Options.

An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE 7

RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

7.2 Restricted Share Unit Agreement.

Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, and any such other provisions as the Committee shall determine, provided that, no Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than three years after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 7.2 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

7.3 Non-transferability of Restricted Share Units.

The Restricted Shares Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement until the date of settlement through delivery or other payment in accordance with Section 7.8, and any attempt to do so will cause such Restricted Share Units to be null and void. A vested Restricted Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by

17 -

the laws of decent and distribution may redeem any vested Restricted Share Units in accordance with the provisions of Section 7.7.

7.4 Other Restrictions.

The Committee shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Share Unit, restrictions based upon the achievement of specific performance criteria, timebased restrictions on vesting following the attainment of the performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Restricted Share Units.

To the extent deemed appropriate by the Committee, the Corporation may retain the certificates representing Shares delivered in settlement of Restricted Share Units, in the Corporation’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. Restricted Share Units shall be settled through payment in Shares or, at the sole discretion of the Committee, a cash payment.

7.5 Voting Rights.

A Participant shall have no voting rights with respect to any Restricted Share Units granted hereunder.

7.6 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Restricted Share Units, provided that any Dividend Equivalents paid in the form of additional Awards shall reduce the applicable pool of Shares available for issuance of Awards and must be in accordance with the provisions of Sections 4.1, 4.3, 7.8, 6.6 and 4.8. Any Dividend Equivalents not paid in cash or Awards, or not within the parameters of Section 4.8 will be subject to the prior acceptance of the Exchange. Further, any Dividend Equivalents or additional Restricted Share Units credited to the Participant’s account in satisfaction of payment of dividends will vest in proportion to and will be paid under the Plan in the same manner as the Restricted Share Units to which they relate.

7.7 Death and other Termination of Employment, Consultancy or Directorship.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) any Restricted Share Units held by the Participant that have not vested as at the Termination Date shall vest immediately;
(ii) any Restricted Share Units held by the Participant that have vested (including Restricted Share Units vested in accordance with Section 7.7(a)(i)) as at the
18 -

Termination Date, shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;

(iii) such Participant’s eligibility to receive further grants of Restricted Share Units under the Plan ceases as of the Termination Date; and
(iv) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.
(b) Termination other than Death: Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
(i) any Restricted Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant. Any Restricted Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date;
(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and
(iii) notwithstanding Section 7.7(b)(i), unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.
(iv) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.

7.8 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units, Shares (issued from treasury) of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee) or, at the sole discretion of the Committee, a cash payment. The payment date for any Restricted Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

19 -

ARTICLE 8

DEFERRED SHARE UNITS

8.1 Grant of Deferred Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Deferred Share Unit shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 8.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

8.2 Deferred Share Unit Agreement.

Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Deferred Share Units.

8.3 Non-transferability of Deferred Share Units.

The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant’s lifetime only to such Participant.

8.4 Death and other Termination of Employment.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following the Termination Date but no later than the 90th day following the termination of the Participant’s employment or other relationship with the Corporation or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. Any settlement or redemption of any Deferred Share Units shall occur within one year following the Termination Date.

8.5 Payment in Settlement of Deferred Share Units

When and if Deferred Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units in Shares (issued from treasury) or, at the sole discretion of the Committee, in a cash payment of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee). The payment for any Deferred Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 15 of the calendar year following the calendar year in which the Participant’s Termination Date occurs.

20 -

ARTICLE 9

PERFORMANCE SHARE UNITS

9.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Performance Units shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 9.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

9.2 Value of Performance Share Units.

Each Performance Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Unit that will be paid to the Participant.

9.3 Settlement of Performance Share Units.

Subject to the terms of this Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

9.4 Form and Timing of Payment of Performance Share Units.

Payment of vested Performance Share Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee will pay vested Performance Share Units in Shares issued from treasury or, at the sole discretion of the Committee, a cash payment equal to the value of the vested Performance Share Units at the end of the applicable Performance Period. Any Shares may be issued subject to any restrictions deemed appropriate by the Committee. The payment date for any Performance Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

9.5 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Performance Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Performance Share Units, provided that any Dividend Equivalents paid in the form of additional

21 -

Awards shall reduce the applicable pool of Shares available for issuance of Awards and must be in accordance with the provisions of Sections 4.1, 4.3, 4.4, 4.5 and 4.8. Any Dividend Equivalents not paid in cash or Awards, or not within the parameters of Section 4.8 will be subject to the prior acceptance of the Exchange. Further, any Dividend Equivalents or additional Performance Share Units credited to the Participant’s account in satisfaction of payment of dividends will vest in proportion to and will be paid under the Plan in the same manner as the Performance Units to which they relate.

9.6 Death and other Termination of Employment.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) the number of Performance Share Units held by the Participant on the Termination Date that have not vested shall be adjusted as set out in the applicable Award Agreement (collectively referred to in this Section 9.6 as “ Deemed Awards ”);
(ii) any Deemed Awards shall vest immediately;
(iii) any Performance Share Units held by the Participant that have vested as of the Termination date and any Deemed Awards that vested in accordance with Section 9.6(a)(ii) shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;
(iv) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date;
(v) any Performance Share Units held by the Participant that are not yet vested at the Termination Date and do not vest in accordance with Section 9.6(a)(ii) immediately expire and are cancelled and forfeited on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(vi) such Participant’s eligibility to receive further grants of Performance Share Units under the Plan ceases as of the Termination Date.
(b) Termination other than Death: Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
(i) any Performance Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement, and any Performance Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture;
(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the Termination Date;
22 -
(iii) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and
(iv) unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Performance Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an Employee of the Corporation or an Affiliate.

9.7 Non-transferability of Performance Share Units.

The Performance Shares Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement until the date of settlement through delivery or other payment, and any attempt to do so will cause such Performance Share Units to be null and void. A vested Performance Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of decent and distribution may redeem any vested Performance Share Units in accordance with the provisions of Section 9.6.

ARTICLE 10

RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

10.1 Employment.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Corporation or one of its Affiliates to terminate any Participant’s employment, consulting or other service relationship with the Corporation or one of its Affiliates at any time, nor confer upon any Participant any right to continue in the capacity in which they are employed or otherwise serves the Corporation or one of its Affiliates.

Neither an Award nor any benefits arising under this Plan shall constitute a promise of employment or service contract with the Corporation or one of its Affiliates for any particular period of time. Subject to the terms of this Plan, this Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Corporation or one of its Affiliates for severance payments or otherwise, except as provided in this Plan.

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Corporation and an Affiliate or among Affiliates, shall not be deemed a termination of employment. The Committee may provide in a Participant’s Award Agreement or otherwise the conditions under which a transfer of employment to an entity that is spun off from the Corporation or an Affiliate shall not be deemed a termination of employment for purposes of an Award.

10.2 Participation.

No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

23 -

10.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

ARTICLE 11

CHANGE OF CONTROL

11.1 Accelerated Vesting and Payment.

Subject to the provisions of Section 11.2 or as otherwise provided in the Plan or the Award Agreement, in the event of a Change of Control, the Committee shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Committee in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the Exchange. For greater certainly, there shall be no acceleration of vesting provisions applicable to any Options held by an Investor Relations Service Provider providing Investor Relations Activities to the Corporation without the prior acceptance of the Exchange.

11.2 Alternative Awards.

Notwithstanding Section 11.1, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “ Alternative Award ”) by any successor to the Corporation or an Affiliate as described in Article 14; provided, however, that any such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;
(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;
(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;
(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and
(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).
24 -

ARTICLE 12

AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

12.1 Amendment, Modification, Suspension and Termination.

(a) Except as set out in clauses 16.5 and 12.1 below, and as otherwise provided by law, or Exchange rules and provided that such revisions do not alter the scope, nature or intent of the Plan or Award, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part, without notice to, or approval from, shareholders, including, but not limited to for the purposes of:
(i) making any amendments to the general vesting provisions of any Award;
(ii) making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date;
(iii) making any amendments to add covenants or obligations of the Corporation for the protection of Participants;
(iv) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or
(v) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.
(b) Other than as expressly provided in an Award Agreement or as set out in Section 11.2 hereof or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.
(c) The following amendments to the Plan shall require the prior approval of the Corporation’s shareholders, other than, in respect of the amendments contemplated under Sections 12.1(c)(i)-11.1 below, those carried out pursuant to Section 4.10 hereof:
(i) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Corporation or one of its Affiliates;
(ii) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan;
(iii) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Corporation;
(iv) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise;
(v) An extension of the expiry date of an Option issued to Insiders; or
25 -

(vi) Any amendment to the amendment provisions of the Plan under this Section 12.1.

12.2 Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events

Subject to the approval of the TSXV, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events in addition to the events described in Section 11 hereof affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

12.3 Awards Previously Granted.

Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 13

WITHHOLDING

13.1 Withholding.

The Corporation or any Affiliate shall have the power and the right to deduct or withhold, or require a Participant to remit to the Corporation or any Affiliate, an amount sufficient to satisfy federal, state and local taxes or provincial, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising or as a result of this Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Corporation withhold and sell Shares or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies.

13.2 Acknowledgement.

Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Corporation. Participant further acknowledges that the Corporation: (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant’s liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Corporation may be required to withhold or account for taxes in more than one jurisdiction.

ARTICLE 14

SUCCESSORS

Rights and obligations under the Plan may be assigned by the Corporation (without the consent of Participants) to a successor in the business of the Corporation, any company resulting from any

26 -

amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any company acquiring all or substantially all of the assets or business of the Corporation. Any obligations of the Corporation or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Corporation or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Corporation or Affiliate, as applicable.

ARTICLE 15

GENERAL PROVISIONS

15.1 Forfeiture Events.

Without limiting in any way the generality of the Committee’s power to specify any terms and conditions of an Award consistent with law, and for greater clarity, the Participant’s rights, payments and benefits with respect to an Award shall, at the sole discretion of the Committee, be subject to reduction, cancellation, forfeiture of any vested and unvested Awards or recoupment of any payments or settlements made in the current Fiscal Year or immediately prior Fiscal Year (provided such determination is made within 45 days of the end of that Fiscal Year) upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such specified events shall include, but shall not be limited to, any of: (a) the Participant’s failure to accept the terms of the Award Agreement, violation of material Corporation and Affiliate policies, breach of non-competition, confidentiality, non-solicitation, non-interference, corporate property protection or other agreements that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Corporation and Affiliates; (b) the Participant’s misconduct, fraud, gross negligence; and (c) the restatement of the financial statements of the Corporation that resulted in Awards which should not have vested, settled, or been paid had the original financial statements been properly stated. The Participant will not be entitled to any compensation or damages in respect of any reduction, cancellation or forfeiture of vested or unvested Awards or recoupment of any payments in connection with this Section 15.1.

15.2 Cessation of Vesting and Eligibility for Awards following Termination

A Participant’s eligibility to be granted Awards under the Plan ceases on the Termination Date. Except if and as required to comply with applicable minimum requirements contained in ESL, the Participant is not eligible for continued vesting of any Award during any period in which the Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and the Participant will not be entitled to any damages or other compensation in respect of any Award that does not vest or is not awarded due to termination as of the Termination Date of the Participant’s employment, consulting engagement or directorship, as the case may be, with the Corporation or an Affiliate for any reason. The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of Participant’s employment, consulting engagement or directorship; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Corporation or an Affiliate that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, consulting engagement or service as a Director.

15.3 Legend.

The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

27 -

15.4 Delivery of Title.

The Corporation shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Corporation determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Corporation determines to be necessary or advisable.

15.5 Investment Representations.

The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

15.6 Uncertificated Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange.

15.7 Unfunded Plan.

Participants shall have no right, title or interest whatsoever in or to any investments that the Corporation or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Corporation, except that if an Affiliate executes an Award Agreement instead of the Corporation the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Corporation. To the extent that any individual acquires a right to receive payments from the Corporation or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Corporation or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Corporation or Affiliate, as applicable, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

15.8 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

15.9 Other Compensation and Benefit Plans.

Nothing in this Plan shall be construed to limit the right of the Corporation or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such other plan, policy, program or arrangement.

28 -

15.10 No Constraint on Corporate Action.

Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Corporation’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Corporation or an Affiliate to take any action which such entity deems to be necessary or appropriate.

15.11 Compliance with Canadian Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

15.12 Termination of a Directorship

Unless otherwise specified in an Award Agreement or otherwise determined by the Board:

(a) where, in the case of a Director, a Participant’s term of office is terminated by the Corporation or an Affiliate for breach by the Director of their fiduciary duty to the Corporation or an Affiliate (as determined by the Board in its sole discretion), then any Awards, other than DSUs (and related dividend equivalents), held by the Director at the Termination Date will be immediately forfeited to the Corporation on the Termination Date;
(b) where, in the case of a Director, a Participant’s term of office terminates for any reason other than death or Disability or a breach of their fiduciary duty to the Corporation (as determined by the Board in its sole discretion), subject to the requirements of Policy 4.4 of the Exchange, the Board may in its sole discretion, at any time prior to or following the Termination Date provide for the exercise, vesting or settlement of any or all Awards other than DSUs held by the Participant on the Termination Date; and
(c) the Participant will not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the termination of the Participant’s term of office as a Director.

ARTICLE 16

LEGAL CONSTRUCTION

16.1 Number.

Except where otherwise indicated by the context, plural terms used herein shall include the singular, and the singular shall include the plural.

16.2 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

29 -

16.3 Requirements of Law.

The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Corporation or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Corporation or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation or an Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation or Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

16.4 Governing Law.

The Plan and each Award Agreement shall be governed by the laws of the Province of British Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

16.5 Compliance with Employment Standards

It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL and it is the intention of the Corporation and its Affiliates to comply with the minimum applicable requirements contained in ESL. Accordingly, the Plan shall: (a) not be interpreted as in any way waiving or contracting out of ESL, and (b) be interpreted to achieve compliance with ESL. In the event that ESL provides for a superior right or entitlement upon termination of employment or otherwise (“Statutory Entitlements”) than provided for under the Plan, a Participant will be provided with a Participant’s minimum Statutory Entitlements in substitution for a Participant’s rights under the Plan. There shall be no presumption of strict interpretation against the Corporation or any Affiliates.

16.6 Compliance with Section 409A of the Code.

(a) To the extent the Plan is applicable to a particular Participant subject to the Code, it is intended that this Plan and any Awards made hereunder shall not provide for the payment of “deferred compensation” within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause such a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. This Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent.
(b) To the extent that any amount or benefit in favour of a Participant who is subject to the Code would constitute “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of “change in control event,” “disability,” or “separation from service,” as the case may be, in Section 409A of the Code and applicable proposed or final treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code. This provision does not prohibit the vesting of any Award or
30 -

the vesting of any right to eventual payment or distribution of any amount or benefit under this Plan or any Award Agreement.

(c) The Committee shall use its reasonable discretion to determine the extent to which the provisions of this Article 16.5 will apply to a Participant who is subject to taxation under the ITA.

SCHEDULE “B”

THE AUDIT COMMITTEE

1. PURPOSE AND OBJECTIVES

The Audit Committee (the “ Committee ”) will assist the board of directors (the “ Board ”) of Relevant Gold Corp. (the “ Corporation ”) in fulfilling its responsibilities. The Committee will oversee the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Corporation’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each Committee member will obtain an understanding of the responsibilities of Committee membership as well as the Corporation’s business, operations and risks.

2. AUTHORITY

2.1 The Board authorizes the Committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice and to ensure the attendance of Corporation officers at meetings, as the Committee deems appropriate.
2.2 The Committee shall receive appropriate funding, as determined by the Committee, for payment of compensation to the external auditors and to any legal or other advisers employed by the Committee, and for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

3. COMPOSITION, PROCEDURES AND ORGANIZATION

3.1
The Committee will be comprised of at least three members of the Board.
3.2 Except as permitted by all applicable legal and regulatory requirements:
(a) a majority of the members of the Committee shall be “independent” as defined in accordance with Canadian Multilateral Instrument 52-110 – Audit Committee ; and
(b) each member of the Committee will be “financially literate” with the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
3.3 The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, will appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
3.4 The Board shall appoint the Chair of the Committee. The Secretary shall be elected from its members, or shall be the Corporate Secretary of the Corporation.

B-1

3.5 Any member of the Committee may be removed or replaced at any time by the Board. A member shall cease to be a member of the Committee upon ceasing to be a director of the Corporation.
3.6 Meetings shall be held not less than quarterly. Special meetings shall be convened as required. External auditors may convene a meeting if they consider that it is necessary.
3.7 The times and places where meetings of the Committee shall be held and the procedures at such meetings shall be as determined, from time to time, by the Committee.
3.8 Notice of each meeting of the Committee shall be given to each member of the Committee. Subject to the following, notice of a meeting shall be given orally or by letter, telex, telegram, electronic mail, telephone facsimile transmission or telephone not less than 48 hours before the time fixed for the meeting. Notice of regular meetings need state only the day of the week or month, the place and the hour at which such meetings will be held and need not be given for each meeting. Members may waive notice of any meeting.
3.9 The Committee will invite the external auditors, management and such other persons to its meetings as it deems appropriate. However, any such invited persons may not vote at any meetings of the Committee.
3.10 A meeting of the Committee may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.
3.11 The majority of the Committee shall constitute a quorum for the purposes of conducting the business of the Committee. Notwithstanding any vacancy on the Committee, a quorum may exercise all of the powers of the Committee.
3.12 Any decision made by the Committee shall be determined by a majority vote of the members of the Committee present or by consent resolution in writing signed by each member of the Committee. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Committee unless the member dissents.
3.13 A record of the minutes of, and the attendance at, each meeting of the Committee shall be kept. The approved minutes of the Committee shall be circulated to the Board forthwith.
3.14 The Committee shall report to the Board on all proceedings and deliberations of the Committee at the first subsequent meeting of the Board, and at such other times and in such manner as the Board or the articles of the Corporation may require or as the Committee in its discretion may consider advisable.
3.15 The Committee will have access to such officers and employees of the Corporation and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

4. ROLES AND RESPONSIBILITIES

The roles and responsibilities of the Committee are as follows.

4.1 Oversee the accounting and financial reporting processes of the Corporation and the audits of the financial statements of the Corporation.

B-2

4.2 Review the terms of reference and effectiveness of any internal audit process, and the working relationship between internal financial personnel and the external auditor.
4.3 Gain an understanding of the current areas of greatest financial risk and whether management is managing these effectively.
4.4 Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements, reviewing with management and the external auditor where appropriate.
4.5 Review any legal matters which could significantly impact the financial statements with outside counsel whenever deemed appropriate.
4.6 Review the annual financial statements and the results of the audit with management and the external auditors prior to the release or distribution of such statements, and obtain an explanation from management of all significant variances between comparative reporting periods.
4.7 Review the interim financial statements with management prior to the release or distribution of such statements, and obtain an explanation from management of all significant variances between comparative reporting periods.
4.8 Review all public disclosure concerning audited or unaudited financial information before its public release and approval by the Board, including management’s discussion and analysis, financial information contained in any prospectus, private placement offering document, annual report, annual information form, takeover bid circular, and any annual and interim earnings press releases, and determine whether they are complete and consistent with the information known to Committee members.
4.9 Assess the fairness of the financial statements and disclosures, and obtain explanations from management on whether:
(a) actual financial results for the financial period varied significantly from budgeted or projected results;
(b) generally accepted accounting principles have been consistently applied;
(c) there are any actual or proposed changes in accounting or financial reporting practices; and
(d) there are any significant, complex and/or unusual events or transactions such as related party transactions or those involving derivative instruments and consider the adequacy of disclosure thereof.
4.10 Determine whether the auditors are satisfied that the financial statements have been prepared in accordance with generally accepted accounting principles.
4.11 Focus on judgmental areas, for example those involving valuation of assets and liabilities and other commitments and contingencies.
4.12 Review and resolve any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

B-3

4.13 Recommend to the Board the selection of the firm of external auditors to be proposed for election as the external auditors of the Corporation.
4.14 Review and approve the proposed audit plan and the external auditors’ proposed audit scope and approach with the external auditor and management and ensure no unjustifiable restriction or limitations have been placed on the scope.
4.15 Explicitly approve, in advance, all audit and non-audit engagements of the external auditors; provided, however, that non-audit engagements may be approved pursuant to a pre-approval policy established by the Committee that (i) is detailed as to the services that may be pre-approved, (ii) does not permit delegation of approval authority to the Corporation’s management, and (iii) requires that the delegatee or management inform the Committee of each service approved and performed under the policy. Approval for minor non-audit services is subject to applicable securities laws.
4.16 If it so elects, delegate to one or more members of the Committee the authority to grant such preapprovals. The delegatee’s decisions regarding approval of services shall be reported by such delegatee to the full Committee at each regular Committee meeting.
4.17 Subject to the grant by the shareholders of the authority to do so, if required, review the appropriateness and reasonableness of the compensation to be paid to the external auditors and make a recommendation to the Board regarding such compensation.
4.18 Oversee the independence of the external auditors. Obtain from the external auditors a formal written statement delineating all relationships between the external auditors and the Corporation. Actively engage in a dialogue with the external auditors with respect to any disclosed relationships or services that impact the objectivity and independence of the external auditor.
4.19 Review the performance of the external auditors, and in the event of a proposed change of auditor, review all issues relating to the change, including the information to be included in any notice of change of auditor as required under applicable securities laws, and the planned steps for an orderly transition.
4.20 Review the post-audit or management letter, containing the recommendations of the external auditor, and management’s response and subsequent follow-up to any identified weakness.
4.21 Review the evaluation of internal controls and management information systems by the external auditor, and, if applicable, the internal audit process, together with management’s response to any identified weaknesses and obtain reasonable assurance that the accounting systems are reliable and that the system of internal controls is effectively designed and implemented.
4.22 Gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.
4.23 Review the process under which the Chief Executive Officer and the Chief Financial Officer evaluate and report on the effectiveness of the Corporation’s design of internal control over financial reporting and disclosure controls and procedures.
4.24 Obtain regular updates from management and the Corporation’s legal counsel regarding compliance matters, as well as certificates from the Chief Financial Officer as to required statutory

B-4

payments and bank covenant compliance and from senior operating personnel as to permit compliance.

4.25 Establish a procedure for the:
(a) confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters,
(b) receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters.
4.26 Meet separately with the external auditors to discuss any matters that the Committee or auditors believe should be discussed privately.
4.27 Endeavour to cause the receipt and discussion on a timely basis of any significant findings and recommendations made by the external auditors.
4.28 Ensure that the Board is aware of matters which may significantly impact the financial condition or affairs of the business.
4.29 Perform other functions as requested by the full Board.
4.30 If it deems necessary, institute special investigations and, if it deems appropriate, hire special counsel or experts to assist, and set the compensation to be paid to such special counsel or other experts.

5. GENERAL

In addition to the foregoing, the Committee will:

(a) assess the Committee’s performance of the duties specified in this charter and report its finding(s) to the Board;
(b) review and assess the adequacy of this charter at least annually and recommend any proposed changes to the Board for approval; and
(c) perform such other duties as may be assigned to it by the Board from time to time or as may be required by any applicable stock exchanges, regulatory authorities or legislation.

B-5

AI assistant

Relevant Gold Corp. — Proxy Solicitation & Information Statement 2023

48170_rns_2023-07-20_a3183e32-8356-4f8f-a182-00f6103404ee.pdf

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

ON BEHALF OF THE BOARD OF DIRECTORS

Rob Bergmann

INFORMATION CIRCULAR

GENERAL INFORMATION

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

NON-REGISTERED HOLDERS

EXERCISE OF DISCRETION

UNITED STATES SHAREHOLDERS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Compensation Discussion and Analysis

Objectives

Elements of Compensation

Risks Associated with Compensation Policies and Practices

Financial Instruments

Share-Based and Option-Based Rewards

Other Compensation

The Role of the Board in Determining Compensation

The Role of Management

Corporate and Individual Performance

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards

Stock Option Plans and Other Incentive Plans

Option Plan

Pension Plan Benefits and Defined Contribution Plans

Employment, Consulting and Management Agreements

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

CORPORATE GOVERNANCE

Board of Directors

Meetings of Independent Directors

Mandate of the Board of Directors

Decisions Requiring Board Approval

Board Committees

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee and Independence

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements, Audit Report and Management’s Discussion & Analysis

Set Number of Directors

Election of Directors

Appointment and Remuneration of Auditor

Company’s auditor of the Company for the ensuing year and for authorizing the Board to fix the remuneration for the ensuing year.

Approval of Omnibus Equity Incentive Compensation Plan

Purpose

Types of Awards

Plan Administration

Shares Available for Awards

Eligible Persons

Limits for Individuals

Limits for Consultants

Limits for Investor Relations Service Providers

Blackout Period

Vesting

Relevant Gold Corp. Proxy Solicitation & Information Statement 2023