Rusoro Mining Ltd.

==> picture [354 x 73] intentionally omitted <==

S u i t e 3 1 2 3 – 5 9 5 B u r r a r d S t r e e t V a n c o u v e r , B C V 7 X 1 J 1

T e l : 6 0 4 - 6 0 9 - 6 1 1 0  F a x : 6 0 4 - 6 0 9 - 6 1 4 5 W e b s i t e : w w w . r u s o r o . c o m

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

WEDNESDAY, NOVEMBER 30, 2022

DATED: OCTOBER 21, 2022

MANAGEMENT INFORMATION CIRCULAR ................................................................................................... 1 SECTION 1 - INTRODUCTION............................................................................................................................... 1 SECTION 2 – PROXIES AND VOTING RIGHTS ................................................................................................. 1 MANAGEMENT SOLICITATION ................................................................................................................................ 1 APPOINTMENT OF PROXY ....................................................................................................................................... 1 REVOCATION OF PROXIES ....................................................................................................................................... 2 VOTING OF SHARES AND PROXIES AND EXERCISE OF DISCRETION BY MANAGEMENT NOMINEES ......................... 2 ADVICE TO BENEFICIAL SHAREHOLDERS ................................................................................................................ 3 NOTICE-AND-ACCESS ............................................................................................................................................. 4 NOTICE TO SHAREHOLDERS IN THE UNITED STATES............................................................................................... 4 SECTION 3 - VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ............... 5 VOTING OF COMMON SHARES ................................................................................................................................ 5 PRINCIPAL HOLDERS OF COMMON SHARES ............................................................................................................ 5 QUORUM ................................................................................................................................................................. 5 SECTION 4 – BUSINESS OF THE MEETING ...................................................................................................... 5 1. FINANCIAL STATEMENTS .................................................................................................................................. 5 2. FIXING THE NUMBER OF DIRECTORS ............................................................................................................... 6 3. ELECTION OF DIRECTORS ................................................................................................................................. 7 4. RE-APPOINTMENT AND REMUNERATION OF AUDITORS .................................................................................. 9 5. APPROVAL AND ADOPTION OF NEW STOCK OPTION PLAN ............................................................................. 9 6. OTHER MATTERS ............................................................................................................................................ 12 SECTION 5 – STATEMENT OF EXECUTIVE COMPENSATION .................................................................. 12 OBJECTIVE: ........................................................................................................................................................... 12 DEFINITIONS: ........................................................................................................................................................ 12 DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION ............................................................................ 14 TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES .................................................................... 14 STOCK OPTIONS AND OTHER COMPENSATION SECURITIES ................................................................................... 15 EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS ................................................................. 15 EMPLOYMENT CONSULTING AND MANAGEMENT AGREEMENTS .......................................................................... 15 TERMINATION AND CHANGE OF CONTROL BENEFITS ........................................................................................... 16 OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION .......................................................... 16 PENSION AND OTHER BENEFIT PLANS .................................................................................................................. 19 SECTION 6 – AUDIT COMMITTEE .................................................................................................................... 19 AUDIT COMMITTEE CHARTER .............................................................................................................................. 19 COMPOSITION OF THE AUDIT COMMITTEE ............................................................................................................ 19 RELEVANT EDUCATION AND EXPERIENCE ............................................................................................................ 19 AUDIT COMMITTEE OVERSIGHT ........................................................................................................................... 20 RELIANCE ON CERTAIN EXEMPTIONS ................................................................................................................... 20 PRE-APPROVAL POLICIES AND PROCEDURES ........................................................................................................ 21 EXTERNAL AUDITOR SERVICE FEES ..................................................................................................................... 21 SECTION 7 – CORPORATE GOVERNANCE ..................................................................................................... 21 GENERAL .............................................................................................................................................................. 21 BOARD OF DIRECTORS .......................................................................................................................................... 21 DIRECTORSHIPS IN OTHER REPORTING ISSUERS ................................................................................................... 22 ORIENTATION AND CONTINUING EDUCATION ...................................................................................................... 22 ETHICAL BUSINESS CONDUCT .............................................................................................................................. 22 NOMINATION OF DIRECTORS ................................................................................................................................ 23 COMPENSATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER ........................................................................ 23 COMMITTEES OF THE BOARD OF DIRECTORS ........................................................................................................ 23 ASSESSMENTS ....................................................................................................................................................... 23

SECTION 8 – ADDITIONAL INFORMATION ................................................................................................... 24 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ............................................... 24 EQUITY COMPENSATION PLAN INFORMATION ...................................................................................................... 24 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS................................................................................... 24 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON .............................................. 24 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ......................................................................... 24 SECTION 9 – BOARD APPROVAL ...................................................................................................................... 25

SCHEDULE “A” RUSORO MINING LTD. AUDIT COMMITTEE CHARTER

RUSORO MINING LTD.

Suite 3123 – 595 Burrard Street P.O. Box 49139, Three Bentall Centre Vancouver, BC V7X 1J1 Tel: (604) 609-6110

MANAGEMENT INFORMATION CIRCULAR

As at October 21, 2022 (except as otherwise indicated)

SECTION 1 - INTRODUCTION

This management information circular (the “ Information Circular ”) accompanies the notice of annual general and special meeting (the “ Notice ”) and is furnished to shareholders (the “ Shareholders ”) holding common shares without par value (the “ Shares ”) in the capital of Rusoro Mining Ltd. (the “ Company ”) in connection with the solicitation by the management of the Company of proxies to be voted at the annual general and special meeting (the “ Meeting ”) of the Shareholders to be held at 8:30 a.m. (Pacific Time) , on Wednesday, November 30, 2022, at Suite 3123 – 595 Burrard Street, Vancouver, British Columbia, V7X 1J1, Canada , or at any adjournment thereof.

SECTION 2 – PROXIES AND VOTING RIGHTS

MANAGEMENT SOLICITATION

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals’ authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out-of-pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

APPOINTMENT OF PROXY

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of October 21, 2022 (the “ Record Date ”) on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the “ Management Nominees ”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR CORPORATION (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE MANAGEMENT NOMINEES NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THIS RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, by mail, fax, telephone voting system or via the Internet at least two business days (excluding Saturdays, Sundays and holidays) prior to the scheduled time of the Meeting, or any adjournment(s) thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarized certified copy thereof, must accompany the form of proxy.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either to: (i) Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned, any reconvening thereof, or (ii) the Chair of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (a) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (b) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

VOTING OF SHARES AND PROXIES AND EXERCISE OF DISCRETION BY MANAGEMENT NOMINEES

A Shareholder may indicate the manner in which the Management Nominees are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the

vote on that matter accordingly. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE MANAGEMENT NOMINEES NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE MANAGEMENT NOMINEES WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders 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 Shares were purchased. 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 trustees or administrators or self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc. or CDS & Co.) of which the Intermediary is a participant. In accordance with the requirements set out in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Company has distributed copies of the Notice, this Information Circular, the form of proxy, and financial statements request form (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered 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 either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the NonRegistered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Transfer Agent as provided above; or

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

In either case, the purpose of this procedure is to permit a Non-Registered Holder to direct the voting of 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 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.

There are two types of beneficial owners: (i) those who object to their identity being made known to the issuers of securities which they own (“ Objecting Beneficial Owners ” or “ OBOs ”), and (ii) those who do not object to their identity being made known to the issuers of securities which they own (“ Non-Objecting Beneficial Owners” or “ NOBOs ”). Subject to the provisions of NI 54-101, issuers may deliver proxyrelated materials directly to NOBOs.

The Company is sending these Meeting Materials directly to registered Shareholders and NOBOs. If you are a NOBO, 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.

NOTICE-AND-ACCESS

The Company is not relying on the “Notice and Access” delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Meeting by posting them on a nonSEDAR (SEDAR – System for Electronic Document Analysis and Retrieval) website.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada, and securities laws of the provinces of 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, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

SECTION 3 - VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTING OF COMMON SHARES

The Company is authorized to issue (i) an unlimited number of common shares without par value and without special rights or restrictions attached and (ii) an unlimited of number of preferred shares without par value, as issuable with such special rights and restrictions as may be determined by the board of directors of the Company (the “ Board ”). As at the record date, determined by the Board to be the close of business on October 21, 2022 (the “ Record Date ”), a total of 564,910,623 common shares were issued and outstanding and no preferred shares were issued and outstanding.

Only registered Shareholders as at the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement thereof. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the common shares. Each Shareholder is entitled to one vote for each common share registered in his or her name.

PRINCIPAL HOLDERS OF COMMON SHARES

To the knowledge of the directors and executive officers of the Company, the following holders beneficially own or control or direct, directly or indirectly, voting securities carrying more than 10% of the voting rights as at the Record Date.

Shareholder Name	Number of Shares Held(1)	Percentage of Issued Shares
Andrei Agapov	88,285,167	15.63%
Gold Fields Netherlands Services	140,000,001	24.78%

Note(s):

(1) Data from disclosure found on the System for Electronic Disclosure by Insiders (SEDI)

QUORUM

Pursuant to the Articles of the Company, subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of Shareholders is two (2) person who are shareholders entitled to be voted at the meeting, present in person or represented by proxy.

SECTION 4 – BUSINESS OF THE MEETING

MANAGEMENT OF THE COMPANY KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING. HOWEVER, IF ANY OTHER MATTERS THAT ARE NOT KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN TO VOTE ON SUCH MATTERS IN ACCORDANCE WITH THEIR BEST JUDGEMENT.

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

1. FINANCIAL STATEMENTS

The audited financial statements of the Company for the period ended December 31, 2021 and December 31, 2020 (the " Financial Statements "), together with the Auditor's Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor's Report thereon together with related Management's Discussion and Analysis for the financial years ended December 31, 2021 and December 31,

2020 are available on SEDAR at www.sedar.com. The Notice of Annual General and Special Meeting of Shareholders, Information Circular, Request for Financial Statements and form of Proxy will be available from the Company's Registrar and Transfer Agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or from the Company's head office located at Suite 3123, 595 Burrard Street, PO Box 49139, Bentall Three, Vancouver, British Columbia, V7X 1J1. The Financial Statements were audited by Grant Thornton LLP, Chartered Professional Accountants of Vancouver, British Columbia.

Management will review the Company’s financial results at the Meeting and Shareholders and proxyholders will be given an opportunity to discuss these results with management. No approval or other action needs to be taken at the Meeting in respect of the Financial Statements.

Request for Financial Statements

National Instrument 51-102 Continuous Disclosure Obligations sets out the procedures for a Shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered Shareholders must also provide written instructions in order to receive the Financial Statements.

2. FIXING THE NUMBER OF DIRECTORS

The directors of the Company are elected at each annual meeting and hold office until the next annual meeting, or until their successors are duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal.

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at seven (7). The number of directors will be approved if the majority of Shares present or represented by proxy at the Meeting and entitled to vote are voted in favour of fixing the number of directors at seven (7).

Management recommends Shareholders vote in favour of the resolution fixing the number of directors at seven (7). Unless you provide instructions otherwise, the Management Nominees intend to vote FOR the resolution fixing the number of directors at seven (7).

Advance Notice Provisions

At the Company’s 2013 annual general meeting, the Company’s Shareholders voted to adopt amendments to the Company's Articles to include advance notice provisions (the “ Advance Notice Provisions ”). The Advance Notice Provisions include, among other things, a provision that requires advance notice be given to the Company in circumstances where nomination of persons for election to the Board are made by Shareholders of the Company. The Advance Notice Provisions set a deadline by which Shareholders must submit nominations (a “ Notice ”) for the election of directors to the Company prior to any annual or special meeting of Shareholders. The Advance Notice Provisions also set forth the information that a Shareholder must include in the Notice to the Company, and establish the form in which the Shareholder must submit the Notice for that notice to be in proper written form.

In the case of an annual meeting of Shareholders, a Notice must be provided to the Company not less than 30 days and not more than 65 days prior to the date of the annual meeting.

As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions.

3. ELECTION OF DIRECTORS

Information Concerning Nominees Submitted by Management

Management of the Company proposes to nominate the persons named in the table below for election by the Shareholders as directors of the Company. All of the nominees are current members of the Board and each has agreed to stand for election. Management of the Company does not contemplate that any of the nominees will be unable to serve as a director.

The following disclosure sets out the names of management’s seven (7) nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date:

Name, Province or State and Country of Residence, and Position with the Company (1)	Present Principal Occupation, Business or Employment(1)	Date Served as Director Since	No. of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
Vladimir Agapov Non-Executive Chairman and Director London, England	Non-executive Chairman of the Board of Directors of the Company; Owner & Manager of Worldwide Charters Inc.	November 7, 2006	7,687,000
Jay Kaplowitz(2)(4) Director New York, USA	Attorney and Partner at the law firm of Sichenzia Ross Ference LLP.	November 7, 2006	2,682,750
Gordon Keep(2)(3)(4) Director British Columbia, Canada	CEO of Fiore Management and Advisory Corp. (private financial advisory firm).	November 7, 2006	3,683,000
Peter Hediger(2)(3) Director British Columbia, Canada	Consultant, former General Manager and Chief Executive Officer of MFC Merchant Bank SA (private investment bank).	November 7, 2006	33,094,600
Dmitry Ushakov Director Zurich, Switzerland	Private Investor.	November 7, 2006	400,000
Andrei Agapov(4) CEO and Director London, England	Chief Executive Officer of the Company; President of MFC Securities (private investment firm) and Minera MS (mineral exploration company)for over fiveyears.	May 10, 2007	88,285,167
Anthony Beruschi(2)(3) Director British Columbia, Canada	Lawyer, Venture Capitalist; Administrator.	September 21, 2022	26,774,000

Notes:

(1) The information as to the location of residence, principal occupation and Common Shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually as of October 21, 2022, being the Record Date of the Meeting.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee

(4) Member of the Executive Committee

Biography of Director Appointed Since Previous Meeting of Shareholders

Anthony Beruschi –Director

A senior securities, mining and corporate lawyer, Anthony Beruschi brings to Rusoro over 35 years of international project management, investing and dispute resolution experience as a lawyer, corporate director, officer, manager and venture capitalist for Canadian based resource companies. A member of the Law Society of British Columbia, Mr. Beruschi’s experience includes complex litigation resulting from Canadian and international expropriation of mineral property interests and rights.

Mr. Beruschi has previously been president and CEO of Vancouver-based Empire Rock Minerals Inc. He was also president of Vega Gold in 2011 when it closed the acquisition of Columbian coal assets through a reverse take-over transaction valued at $175 million. He was also the president and co-founder of the Alberta Lithium Association, a not-for-profit association for the development of the lithium mining industry from lithium enriched brines in existing oil and gas fields in Alberta, Canada. Mr. Beruschi also brings Venezuela experience which began before the Kilometre 88 gold rush of the 1990s. His leadership as legal counsel and the director working with Venezuelan owners of resource property interests, local banking groups and financiers on behalf of a Canadian mineral resource company were instrumental in that company's Kilometer 88 acquisition successes.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Cease Trade Orders

Except as set forth below, to the knowledge of the Company’s management, no proposed nominee for election as a director of the Company is, or has been, within 10 years before the date of this Information Circular a director, chief executive officer or chief financial officer of any company (including the Company) that, while that person was acting in that capacity (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “ Order ”) that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer:

On May 21, 2013, the British Columbia Securities Commission (“ BCSC ”) issued a cease trade order against the Company for failure to file its audited financial statements for the year ended December 31, 2012 and related MD&A. On June 5, 2013 and June 7, 2013, respectively, similar cease trade orders were issued against the Company by the Ontario Securities Commission (“ OSC ”) and the Autorité des Marchés Financiers (“ AMF ”). On August 19, 2013 the Company filed its December 31, 2012 financial statements and related MD&A, and on August 21, 2013 the BCSC fully revoked the cease trade order it issued. On August 28, 2013, the AMF fully revoked the cease trade order and on September 4, 2013 the OSC fully revoked the cease trade order. The Company was unable to file its December 31, 2012 financial statements and MD&A by the required filing deadline because it experienced significant delays in preparing them due to the nationalization by the Venezuelan government of the Company's gold mining assets in Venezuela.

Bankruptcies

To the knowledge of the Company’s management, no proposed nominee for election as a director of the Company is, or has been, within 10 years before the date of this Information Circular a director, chief executive officer or chief financial officer of any company (including the Company) that, while that person

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

Penalties or Sanctions

None of the proposed directors comprising the Nominees is, as at the date hereof, or has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR all of the Nominees as set forth above and therein . The Company does not contemplate that any of such nominees will be unable to serve as directors.

4. RE-APPOINTMENT AND REMUNERATION OF AUDITORS

The Board proposes to re-appoint Grant Thornton LLP, Chartered Professional Accountants, as the auditors of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Grant Thornton LLP as auditors of the Company to hold office until the close of the next annual general meeting of the Company and to authorize the remuneration to be paid to the auditors of the Company to be fixed by the Board of Directors of the Company.

Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the re-appointment of Grant Thornton LLP Chartered Professional Accountants as auditor of the Company and the remuneration to be paid to the auditors of the Company be fixed by the Board of Directors of the Company.

5. APPROVAL AND ADOPTION OF NEW STOCK OPTION PLAN

As of the Record Date, options to purchase 56,490,000 common shares were outstanding.

The Company’s Stock Option Plan which was approved at the Company’s annual general meeting held on December 14, 2021, provides that directors, officers, employees, consultants of the Company and eligible charitable organizations may be granted options to acquire common shares of the Company, subject to shareholder and regulatory approval. A maximum of 10% of the issued common shares of the Company, from time to time, may be reserved for issuance pursuant to the exercise of options.

Under the policies of the Exchange, a rolling stock option plan, such as the Company’s, must be approved by Shareholders on a yearly basis.

On November 24, 2021, the Exchange adopted a new policy, Policy 4.4 Security Based Compensation (the “ New Policy 4.4 ”) governing security-based compensation. The changes to the policy relate to, among other things, the expansion of the policy to cover a number of types of security based compensation in addition to stock options.

Accordingly, at the Meeting, Shareholders will be asked to pass an ordinary resolution approving the Company’s Stock Option Plan, as amended in accordance with the New Policy 4.4 (the “ Amended Stock Option Plan ”). A summary of the material provisions of the Amended Stock Option Plan are as follows:

(a) the Amended Stock Option Plan reserves, for issuance pursuant to the exercise of stock options, Common Shares of the Company equal to up to a maximum of 10% of the issued Common Shares of the Company at the time of any stock option grant;
(b) under the New Policy, an optionee must either be an Eligible Charitable Organization or a Director, Officer, Employee, Consultant or Management Company Employee of the Company at the time the option is granted in order to be eligible for the grant of a stock option to the optionee;
(c) the aggregate number of options granted to any one Person (and companies wholly owned by that Person) in a 12 month period under this Amended Stock Option Plan and any other Security Based Compensation must not exceed 5% of the issued Common Shares of the Company calculated on the date an option is granted to the Person (unless the Company has obtained the requisite Disinterested Shareholder Approval);
(d) the aggregate number of options granted to any one Consultant in a 12 month period under this Amended Stock Option Plan and any other Security Based Compensation must not exceed 2% of the issued Common Shares of the Company, calculated at the date an option is granted to the Consultant;
(e) the aggregate number of options granted to all Investor Relations Service Providers must not exceed 2% of the issued shares of the Company in any 12 month period, calculated at the date an option is granted to any such Person;
(f) if the Common Shares are listed for trading on the Exchange, then, notwithstanding anything in the Amended Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the Amended Stock Option Plan and under any other Security Based Compensation, must not exceed 10% of the outstanding Shares at any point in time, unless the Company has obtained the requisite Disinterested Shareholder Approval;
(g) if the Common Shares are listed for trading on the Exchange then, notwithstanding anything in the Amended Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the plan and under any other Security Based Compensation in any 12 month period shall not exceed 10% of the outstanding Shares at the time of the grant, unless the Company has obtained the requisite Disinterested Shareholder Approval;
(h) options issued to Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3 month period;
(i) the minimum exercise price per Common Share of a stock option must not be less than the Market Price of the Common Shares of the Company;
(j) 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" (see (q) below);
(k) stock options (other than options held by Investor Relations Service Providers) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a "reasonable period" not exceeding 12 months after the optionee ceases to serve in such capacity, as determined by the Board. Stock options granted to Investor Relations Service Providers will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board;
(l) all options are non-assignable and non-transferable;

(m) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a stock option, or the extension of the term of a stock option, if the optionee is an Insider of the Company at the time of the proposed amendment;
(n) the Amended Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option, subject to prior acceptance of the TSX Venture Exchange, in the event of an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization, other than in connection with a share consolidation or split;
(o) upon the occurrence of an Accelerated Vesting Event (as defined in the Amended Stock Option Plan), the Board will have the power, at its sole discretion and subject to the prior acceptance of the Exchange, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any takeover bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Stock Option Plan be final, conclusive and binding;
(p) in connection with the exercise of an option, as a condition to such exercise the Company shall require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option; and
(q) a stock option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Company prohibits optionees from exercising their options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Company pursuant to its internal trading policies; and (ii) must expire following the general disclosure of undisclosed Material Information; (b) the automatic extension of an optionee's stock option will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company's securities; and (d) the automatic extension is available to all Eligible Persons under the same terms and conditions.

"Consultant", "Director", "Disinterested Shareholder Approval", "Eligible Charitable Organization", "Employee", "Investor Relations Activities", “Investor Relations Service Provider”, "Management Company Employee", "Market Price", "Material Information", "Person", "Securities Laws" and “Security Based Compensation” all have the same definition as in the policies of the Exchange.

Pursuant to the Board's authority to govern the implementation and administration of the Amended Stock Option Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Amended Stock Option Plan.

A copy of the Amended Stock Option Plan is available on request from the Company and a copy will be available for viewing at the Meeting.

The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting in person or by proxy must be voted in favour of the resolution. Management recommends and,

unless otherwise directed, the persons named in the enclosed Proxy intend to vote FOR such resolution :

"BE IT RESOLVED THAT the Company's Stock Option Plan, as amended, be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable.”

6. OTHER MATTERS

As of the date of this Circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the Proxy.

Additional information relating to the Company is available on the SEDAR website at www.sedar.com. Copies of the Company’s financial statements and management’s discussion and analysis may be obtained, without charge, upon request from Suite 3123 - 595 Burrard Street, Vancouver, British Columbia, V7X 1J1, Attention: Alicia Krywaniuk, or by email request to [email protected].

SECTION 5 – STATEMENT OF EXECUTIVE COMPENSATION

OBJECTIVE:

The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. This disclosure provides insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help investors understand how decisions about executive compensation are made.

DEFINITIONS:

For the purpose of this Statement of Executive Compensation, in this form:

“Chief Executive Officer” or “ CEO” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“Chief Financial Officer” or “ CFO” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“closing market price” means the price at which the Company’s security was last sold, on the applicable date,

(a) in the security’s principal marketplace in Canada, or
(b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace;

“Company” means Rusoro Mining Ltd.;

“company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“grant date” means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan;

“NEO” or “Named Executive Officer” means each of the following individuals:
(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;

“non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, Common Share equivalent units, and stock.

All dollar amounts referenced herein, unless otherwise indicated, are expressed in United States dollars and Canadian dollars are referred to as “C$”.

The following disclosure of compensation earned by certain executive officers and directors of the Company in connection with their office or employment with the Company is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations . Disclosure is required to be made in relation to “Named Executive Officers” (as defined above) and directors.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had two (2) Named Executive Officers during the financial year ended December 31, 2021, namely Andrei Agapov (CEO) and Szascha Lim (CFO).

Director and NEO compensation, excluding options and compensation securities

The following table sets forth all compensation, excluding options and compensation securities, paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, for the two most recently completed financial years, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary of the Company. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities ” below.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

	Year Ended December 31 Salary, consulting fee, retainer, or commission($) Bonus ($) Committee or meeting fees ($) Value of perquisites ($) Value of all other compensation ($) Total compensation ($)
Name and position

Andrei Agapov(1)(2) CEO,President and Director	2021 2020 540,000(3) 540,000(3) Nil Nil Nil Nil Nil Nil Nil Nil 540,000(3) 540,000(3)
Szascha Lim(4)	2021 2020 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
CFO and Corporate Summary
Vladimir Agapov(5) Director and Non-Executive Chairman	2021 2020 100,000(3) 100,000(3) Nil Nil Nil Nil Nil Nil Nil Nil 100,000(3) 100,000(3)
Jay M. Kaplowitz(2)(6)(7)	2021 2020 50,000(3) 50,000(3) Nil Nil Nil Nil Nil Nil Nil Nil 50,000(3) 50,000(3)
Director
Gordon Keep(2)(6)(8)(9)	2021 2020 50,000(3) 50,000(3) Nil Nil Nil Nil Nil Nil Nil(10) Nil(10) 50,000(3) 50,000(3)
Director
Peter Hediger (6)(8)(11)	2021 2020 30,000(3) 30,000(3) Nil Nil Nil Nil Nil Nil Nil Nil 30,000(3) 30,000(3)
Director
Dmitry Ushakov (12)	2021 2020 30,000(3) 30,000(3) Nil Nil Nil Nil Nil Nil Nil Nil 30,000(3) 30,000(3)
Director
Abraham Stein(13)	2021 2020 30,000(3) 30,000(3) Nil Nil Nil Nil Nil Nil Nil Nil 30,000(3) 30,000(3)
Former Director
Jessica Van Den Akker(14)	2021 2020 N/A Nil N/A Nil N/A Nil N/A Nil N/A Nil N/A Nil
Former CFO and Former
Corporate Secretary

Notes:

(1) Andrei Agapov was appointed a director on May 10, 2006, as Chief Executive Officer on May 29, 2007, and as President on May 30, 2010.

(2) Member of the Executive Committee.

(3) All of these amounts have been accrued and remain unpaid as at December 31, 2021 and 2020.

(4) Szascha Lim was appointed Chief Financial Officer and Corporate Secretary on March 27, 2020.

(5) Vladimir Agapov was appointed a director and Non-Executive Chairman of the Board on November 7, 2006.

(6) Member of the Audit Committee.

(7) Jay Kaplowitz was appointed a director on November 7, 2006.

(8) Member of the Compensation Committee.

(9) Gordon Keep was appointed a director on November 7, 2006.

(10) Fiore Management & Advisory Corp. (“FMAC”) earned a total of $120,000 in advisory fees during the financial year ended December 31, 2021 and 2020. Gordon Keep is the largest shareholder of FMAC.

(11) Peter Hediger was appointed a director on November 7, 2006.

(12) Dmitry Ushakov was appointed a director on November 7, 2006.

(13) Abraham Stein served as a director from November 7, 2006 to August 29, 2022.

(14) Jessica Van Den Akker served as CFO and Corporate Secretary from January 13, 2017 until March 27, 2020.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

There were no compensation securities granted or issued to any NEO and/or director by the Company or one of its subsidiaries during the financial year ended December 31, 2021, for services provided or to be provided, directly or indirectly, to the Company or any subsidiary thereof. No compensation securities that were previously granted to any NEO and/or director vested during the year ended December 31, 2021.

From grants issued in prior financial years, the NEOs and directors of the Company had the following stock options outstanding as at December 31, 2021:

a) Andrei Agapov (CEO, President and Director) held a total of 15,050,000 stock options to acquire 15,050,000 common shares, representing 28.13% of the outstanding stock options of the Company;
b) Szascha Lim (CFO) held a total of 375,000 stock options to acquire 375,000 common shares, representing 0.70% of the outstanding stock options of the Company;
c) Vladimir Agapov (Director and Non-Executive Chairman) held a total of 5,815,000 stock options to acquire 5,815,000 common shares, representing 10.87% of the outstanding stock options of the Company;
d) Jay M. Kaplowitz (Director) held a total of 5,850,000 stock options to acquire 5,850,000 common shares, representing 10.93% of the outstanding stock options of the Company;
e) Gordon Keep (Director) held a total of 5,850,000 stock options to acquire 5,850,000 common shares, representing 10.93% of the outstanding stock options of the Company;
f) Abraham Stein (Former Director) held a total of 4,285,000 stock options to acquire 4,285,000 common shares, representing 8.01% of the outstanding stock options of the Company;
g) Peter Hediger (Director) held a total of 4,285,000 stock options to acquire 4,285,000 common shares, representing 8.01% of the outstanding stock options of the Company; and
h) Dmitry Ushakov (Director) held a total of 4,185,000 stock options to acquire 4,185,000 common shares, representing 7.82% of the outstanding stock options of the Company.

During the financial year ended December 31, 2021, 950,000 stock options held by Jessica Van Den Akker (former CFO and Corporate Secretary) were cancelled/expired.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

There were no compensation securities exercised by a director or NEO of the Company during the financial year ended December 31, 2021.

EMPLOYMENT CONSULTING AND MANAGEMENT AGREEMENTS

Except as disclosed herein, the Company did not have any employment, consulting, or management agreements or any formal arrangements with the Company’s current NEOs or directors regarding compensation during the most recently completed financial year ended December 31, 2021, in respect of services provided to the Company or subsidiaries thereof.

Consulting Agreement with Andrei Agapov

The Company and Andrei Agapov have an agreement whereby Mr. Agapov fulfills the role of Chief Executive Officer of the Company. Pursuant to this agreement, Mr. Agapov is entitled to receive an annual salary in the amount of $540,000 and, at the discretion of the Board or the Board’s Compensation Committee, Mr. Agapov is entitled to receive an annual bonus of up to 100% of his salary. Pursuant to the agreement and subject to a change of control of the Company, Mr. Agapov is entitled to receive one year’s salary and his previously granted options shall vest immediately and shall be exercisable for one (1) year from the date of the change of control. Assuming the agreement was terminated on December 31, 2021, Mr. Agapov would have been entitled to be paid $540,000.

Trust and Contribution Agreements

The Company is party to a trust agreement and a contribution agreement whereby it has agreed to pay to a trust established for members of management and the Executive Committee of the Board, a success fee upon the completion of a transaction or series of transactions. For the purposes of the contribution agreement, a “Transaction” is defined as: (a) any merger, consolidation, reorganization, recapitalization, restructuring, leveraged buyout, business combination, or any transaction pursuant to which the Company is acquired by or combined with a third party; or (b) the acquisition by a third party of any assets or operations of the Company, or any outstanding shares of the Company; or (c) a sale or spin-off of any material assets, of 5% or more of the capital stock of any subsidiary of the Company, or any transaction which has the effect of altering the capitalization of the Company. Where a change in control accompanies the Transaction, the success fee will be equal to 1% of the aggregate transaction value as defined in the contribution agreement. If the Transaction involves the acquisition of less than 50% of the voting power of the then outstanding Company’s shares, then the success fee will be equal to 0.5% of the aggregate transaction value. As at the date of this Statement of Executive Compensation, none of the Transaction criteria had been met and no funds have been paid to the trust.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Other than as set forth in this Information Circular, during the financial years ended December 31, 2021 and 2020, the Company did not have any contract, agreement, plan, or arrangement that provides for payment to any NEOs, executive officers, or directors at, following or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, a change in control of the Company or a change in an NEO’s, executive officer’s or director’s responsibilities.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

The Board has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a consideration of the Board when implementing its compensation policies and the Board does not believe that the Company's compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Compensation provided to the Company’s NEOs is determined and reviewed by the Company’s Compensation Committee. In establishing executive compensation policies, the Compensation Committee takes into consideration the recommendations of management and, following discussion and review, reports them to the Company’s full Board for final approval. The members of the Compensation Committee for the financial year ended December 31, 2021 were Gordon Keep (Chair), Abraham Stein and Peter Hediger, each of whom is considered to be “independent” as that term is defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices .

Named Executive Officers Compensation

Compensation for the Company’s NEOs consists of:

(a) Base Salary;
(b) Option Based Awards;
(c) Eligibility to Receive Bonuses in the Form of Cash Payments; and
(d) Other Benefits.

The compensation being offered by the Company to its NEOs is in sync with the prevailing market conditions. The specific elements of compensation and compensation levels are based on what is required

to attract and retain qualified and experienced executives to assist with the success of the Company and are intended to provide executives with appropriate compensation and incentives so as to encourage the further growth and development of the Company.

Base Salary

In determining base salary compensation for the NEOs, the Company, in previous years, relied on information provided by executive placement firms to determine compensation paid by companies of similar size engaged in mineral exploration, development and production. Those executive placement firms included CJ Safford & Associates for Presidents, CEOs and COOs, and Hays Specialist Recruitment, Robert Half and Moxon Personnel for CFOs, and other finance positions. Further, salaries of NEOs were compared to salaries paid by junior mining companies at a similar stage of development, as reported by them in their continuous disclosure filings. These other companies included Avion Gold Corp., B2Gold Corporation, Golden Star Resources, Gold Reserve Inc., Guyana Goldfields Inc., Jaguar Mining Inc. and Osisko Mining Corporation. Base salary compensation is also determined based on an assessment of each NEOs’ experience, level of expertise, responsibilities and previous remuneration. Other factors considered include prevailing industry demand for personnel having comparable skills and performing similar duties, the compensation the individual could reasonably expect to receive from a competitor and the Company’s ability to pay. Effective January 1, 2014, the CEO’s annual salary was reduced from $540,000 to $100,000 and subsequently reinstated on September 1, 2017, which is being accrued as noted in the “ Table of Compensation Excluding Compensation Securities” above. The reduction was in recognition of the Company’s limited cash resources and a decrease in the amount of time required to be devoted to the affairs of the Company following the nationalization by the Venezuelan government of the Company’s gold mining assets in Venezuela. The reinstatement was due to the amount of time required in pursuing the enforcement and collection of the Award.

Option Based Awards

The Company has in effect a stock option plan in order to provide effective incentives to directors, officers and senior management personnel and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. In determining option grants to the NEOs, the Compensation Committee together with management takes into consideration factors that include the amount and exercise price of previous option grants, the NEO’s experience, level of expertise and responsibilities, and the contributions of each NEO towards the completion of corporate transactions in any given fiscal year.

The Board administers the stock option plan and, at the present time, option grants are approved by the Board. For details of the stock option plan, refer to “ Business of the Meeting – Approval and Adoption of New Stock Option Plan ”.

Eligibility to Receive Bonuses in the Form of Cash Payments

The Compensation Committee, together with recommendations from management, awards bonuses based on both individual performance and corporate success at various times throughout the year, up to an aggregate of 100% of a NEO’s base salary for the year. The Company does not have any specific milestone criteria for issuing bonuses at this time. There were no bonuses paid to the Company’s NEOs during the year ended December 31, 2021.

Other Benefits

The Company is a party to a trust agreement and a contribution agreement whereby it agreed to pay to a trust established for the Board and management of the Company a success fee if the Company was

successful in its arbitration (the “ Arbitration ”) against the Bolivarian Republic of Venezuela. On August 22, 2016, the Arbitration Tribunal operating under the Additional Facility Rules of the World Bank’s International Centre for the Settlement of Investment Disputes made an award (the “ Award ”) to the Company in the Arbitration and, accordingly, the success fee will be equal to 2% of the proceeds received by the Company in respect of the Award. The term of the agreement was originally for a period of 10 years expiring on October 9, 2022, but the expiry date was extended to October 9, 2032 pursuant to an amending agreement dated August 26, 2022. The trustees (the “ Trustees ”) for the trust are independent directors and members of the Compensation Committee of the Board. The Trustees are empowered to allocate the success fee amongst the Board and management of the Company as they deem appropriate. As at the date of this Statement of Executive Compensation, the Company has not received payment of the Award so no funds have yet been paid to the trust and the amount payable can’t be determined as yet.

The Company is also a party to a trust agreement and contribution agreement whereby it has agreed to pay to a trust established for members of management and the Executive Committee of the Board a success fee upon the completion of a transaction or series of transactions. Details of such are set out under the heading “Trust and Contribution Agreements” .

The other benefits that are provided to the Company’s NEOs are limited to payments consisting of contributions to life insurance, short and long-term disability insurance, and health and medical insurance. Other negotiable terms of compensation, such as payment on termination of employment and change of control, are reviewed and determined on an individual basis and are designed to be competitive overall with equivalent positions in comparable organizations. Details of such terms for the Company’s NEOs are set out under the heading “ Termination and Change of Control Benefits” .

Director Compensation

The compensation of directors is determined and reviewed by the Compensation Committee. Such compensation is determined after consideration of various factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

All directors who are not considered management of the Company or Chairman of the Board are entitled to receive a director’s fee every quarter in the amount of $7,500. Members of the Company’s Executive Committee, other than Andrei Agapov, are entitled to an additional fee of $5,000 per quarter. Stock options are granted to the directors of the Company as an incentive and appreciation for their time and efforts provided to the Company. See “ Stock Options and Other Compensation Securities” . The quantity and quality of Board compensation is reviewed on an annual basis. At present, the Board is satisfied that the current compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director of the Company. The number of options to be granted to any director or officer is determined by the Compensation Committee together with management.

Use of Financial Instruments

The Company does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument.

PENSION AND OTHER BENEFIT PLANS

The Company does not have any pension, retirement, defined benefit, defined contribution, or deferred compensation plans that provides for payments or benefits to its directors and NEOs at, following, or in connection with retirement and none are proposed at this time.

SECTION 6 – AUDIT COMMITTEE

National Instrument 52-110 - Audit Committees (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor. Such disclosure is set forth below.

AUDIT COMMITTEE CHARTER

The charter of the Company's audit committee is attached as Schedule "A".

COMPOSITION OF THE AUDIT COMMITTEE

As at the date hereof, the Audit Committee of the Company is comprised of four directors, namely Gordon Keep, Jay Kaplowitz, Peter Hediger, and Anthony Beruschi

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. As the Company is a venture issuer, the Company is exempt from the Audit Committee composition requirements in NI 52-110 which require all Audit Committee members to be independent. All members of the Audit Committee are considered to be independent with the exception of Gordon Keep.

NI 52-110 provides that an individual is “financially literate” if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Company’s audit committee are financially literate as that term is defined.

RELEVANT EDUCATION AND EXPERIENCE

Each member of the Company’s Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and
(c) an understanding of internal controls and procedures for financial reporting.

All of the Audit Committee members are senior-level businesspeople with experience in financial matters. Each has an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.

Gordon Keep – Director

Mr. Keep has a Master of Business Administration degree from the University of British Columbia and many years’ experience in the capacities of director, officer and audit committee member of public companies operating in the natural resource sector.

Jay Kaplowitz – Director

Mr. Kaplowitz is a founding partner of Gersten Savage LLP. Gersten Savage LLP ceased operations in September of 2012. He is currently a partner at Sichenzia Ross Ference LLP, a law firm specializing in corporate, banking and securities law. He received his JD from Boston University, where he was an editor of the Boston University Law Review, and his BA from the Brooklyn College, City University of New York.

Peter Hediger – Director

Mr. Hediger held the position of CEO of a fully licensed Swiss Bank till the end of 2007 and previously held various senior management positions with well-established international banks and financial institutions. Mr. Hediger has had over 22 years of experience in international banking, focusing on corporate finance, trading and portfolio management. He is currently acting as an independent consultant for individuals and corporations.

Anthony Beruschi – Director

Mr. Beruschi is a senior securities, mining and corporate lawyer with over 35 years of international project management, investing and dispute resolution experience as a lawyer, corporate director, officer, manager and venture capitalist for Canadian based resource companies. Mr. Beruschi holds a Bachelor of Science degree and Law degree from the University of British Columbia.

AUDIT COMMITTEE OVERSIGHT

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

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company’s most recently completed financial year ended December 31, 2021, has the Company relied on the exemption in section 2.4 of NI 52-110 - Audit Committees ( De Minimis Non-audit Services ), the exemption in section 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ), the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or an exemption, in whole or in part, granted under Part 8 of NI 52-110.

As the Company is a “Venture Issuer” pursuant to relevant securities legislation, the Company is relying on the exemption in section 6.1 of NI 52-110 - Audit Committees , from the requirement of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of non-audit services as required.

EXTERNAL AUDITOR SERVICE FEES

The aggregate fees billed by the Company’s external auditor in each of the last two financial years with respect to the Company, by category, are as follows:

Financial Year Ending December 31	Audit Fees(1) ($)	Audit Related Fees(2) ($)	Tax Fees(3) ($)	All Other Fees(4) ($)
2021	34,623	Nil	Nil	Nil
2020	31,356	Nil	Nil	Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated 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.

SECTION 7 – CORPORATE GOVERNANCE

GENERAL

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Company is required to disclose its corporate governance practices. Corporate governance relates to the policies, structure and activities of a board of directors of a corporation, the members of which are elected by and are accountable to the Shareholders of the corporation and takes into account the role of the individual members of management who are appointed by the board of directors and who are charged with the day-today management of the corporation.

National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”) establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices.

Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making and believes the Company’s corporate governance practices are appropriate and effective for the Company given its current size.

BOARD OF DIRECTORS

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best

interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.

The Board facilitates its exercise of independent supervision over management by ensuring that the Board is composed of a majority of directors independent of management. In determining whether a director is independent, the Board considers whether the director has a relationship which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management. The Board, at present, is composed of seven directors, the majority of whom are considered “independent” as that term is defined in applicable securities legislation. Andrei Agapov is not considered independent for the purposes of NI 58-101 – Disclosure of Corporate Governance Practices by reason of his position as Chief Executive Officer of the Company.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

DIRECTORSHIPS IN OTHER REPORTING ISSUERS

Certain of the directors of the Company are also directors of other reporting issuers (or the equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Other Reporting Issuer (or the equivalent)(1)
	Klondike Gold Corp.
	NG Energy International Corp.
Gordon Keep	Northern Dynasty Minerals Ltd. Oceanic Iron Ore Corp.
	Vanadian Energy Corp.
	Total Helium Ltd.

Note(s):

(1) The information in the table above as to other directorships is not within the knowledge of management of the Company and has been furnished by the respective director(s).

ORIENTATION AND CONTINUING EDUCATION

The Board briefs all new directors with the policies of the Board of Directors, and other relevant corporate and business information.

ETHICAL BUSINESS CONDUCT

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is

a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the Shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

NOMINATION OF DIRECTORS

The Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the Shareholders.

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, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

COMPENSATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

The Board of Directors relies on its Compensation Committee to conduct reviews with regard to compensation for directors and officers, including the President and the Chief Executive Officer, throughout the year. The Compensation Committee has the responsibility for determining the compensation of the directors and officers and does so with reference to comparative organizations, taking into consideration such matters as time commitment, responsibility and trends in director and executive compensation. For more information regarding compensation paid to directors and executives please see related sections set out in this Information Circular.

The members of the Board that make up the Compensation Committee are Gordon Keep, Peter Hediger, and Anthony Beruschi

COMMITTEES OF THE BOARD OF DIRECTORS

In addition to the Audit Committee, and the Compensation Committee, the Board of Directors also has an Executive Committee, the members of which are Gordon Keep, Andrei Agapov and Jay Kaplowitz.

ASSESSMENTS

The Board annually reviews its own performance and effectiveness as well as reviews the Audit Committee Charter and recommends revisions as necessary. Neither the Company nor the Board has adopted formal procedures to regularly assess the Board, the Audit Committee or the individual directors as to their effectiveness and contribution. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by the other board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board. The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

SECTION 8 – ADDITIONAL INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at December 31, 2021 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	53,510,000	$0.10	971,062
Equity compensation plans not approved by securityholders	Nil	Nil	Nil

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than "routine indebtedness" as defined in applicable securities legislation, none of:

(a) the executive officers, directors, employees and former executive officers, directors and employees of the Company or any of its subsidiaries;
(b) the proposed nominees for election as a director of the Company; or
(c) any associates of the foregoing persons;

is or has been indebted to the Company or any of its subsidiaries or has been indebted to any other entity where that indebtedness was 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, and which was not entirely repaid on or before the date of this information circular.

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

No person who has been a director, senior officer or insider of the Company, no proposed nominee for director and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting other than the election of directors or the approval of the new control person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, " Informed Person " means (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, or controls or directs,

directly or indirectly, voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed elsewhere in this Circular or in the Notes to the Company's Financial Statements for the financial years ended December 31, 2021 and December 31, 2020, none of:

(a) the Informed Persons of the Company;
(b) the proposed nominees for election as a director of the Company; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company's financial years ended December 31, 2021 and December 31, 2020 or in any proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

SECTION 9 – BOARD APPROVAL

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

DATED at Vancouver, British Columbia, this 21[st] day of October, 2022.

/s/ Andrei Agapov Andrei Agapov Chief Executive Officer and Director

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

RUSORO MINING LTD.

(the “Company”)

1. OVERALL PURPOSE AND OBJECTIVES

The Audit Committee will assist the directors (the “ Directors ”) of the Company in fulfilling their responsibilities under applicable legal and regulatory requirements. To the extent considered appropriate by the Audit Committee or as required by applicable legal or regulatory requirements, the Audit Committee will review the financial reporting process of the Company, the system of internal controls and management of the financial risks of the Company and the audit process of the financial information of the Company. In fulfilling its responsibilities, the Audit Committee should maintain an effective working relationship with the Directors, management of the Company and the external auditor of the Company as well as monitor the independence of the external auditor.

2. AUTHORITY

(a) The Audit Committee shall have the authority to:
(i) engage independent counsel and other advisors as the Audit Committee determines necessary to carry out its duties;
(ii) set and pay the compensation for any advisors employed by the Audit Committee;
(iii) communicate directly with the internal and external auditor of the Audit Company and require that the external auditor of the Company report directly to the Audit Committee; and
(iv) seek any information considered appropriate by the Audit Committee from any employee of the Company.
(b) The Audit Committee shall have unrestricted and unfettered access to all personnel and documents of the Company and shall be provided with the resources reasonably necessary to fulfill its responsibilities.

3. MEMBERSHIP AND ORGANIZATION

(a) The Audit Committee will be composed of at least three members. The members of the Audit Committee shall be appointed by the Directors to serve one-year terms and shall be permitted to serve an unlimited number of consecutive terms. The majority of the members of the Audit Committee must be Directors who are independent and financially literate to the extent required by (and subject to the exemptions and other provisions set out in) applicable laws, rules and regulations, and stock exchange requirements (“ Applicable Laws ”). In this Charter, the terms “independent” and “financially literate” have the meaning ascribed to such terms by Applicable Laws, and include the meanings given to similar terms by Applicable Laws, including in the case of the term “independent” the terms “outside” and “unrelated” to the extent such latter terms are applicable under Applicable Laws.
(b) The chairman of the Audit Committee will be an independent Director and will be appointed by the Audit Committee from time to time and must have such accounting or related financial management expertise as the Directors may determine in their business judgment.
(c) The secretary of the Audit Committee will be the chosen by the Audit Committee.
(d) The Audit Committee may invite such persons to meetings of the Audit Committee as the Audit Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this Charter or Applicable Laws.
(e) The Audit Committee may invite the external auditor of the Company to be present at any meeting of the Audit Committee and to comment on any financial statements, or on any of the financial aspects, of the Company.

A - 1

(f) The Audit Committee will meet as considered appropriate or desirable by the Audit Committee. Any member of the Audit Committee or the external auditor of the Company may call a meeting of the Audit Committee at any time upon 48 hours’ prior written notice.
(g) All decisions of the Audit Committee shall be by simple majority and the chairman of the Audit Committee shall not have a deciding or casting vote.
(h) Minutes shall be kept in respect of the proceedings of all meetings of the Audit Committee.
(i) No business shall be transacted by the Audit Committee except at a meeting of the members thereof at which a majority of the members thereof is present.
(j) The Audit Committee may transact its business by a resolution in writing signed by all the members of the Audit Committee in lieu of a meeting of the Audit Committee.

4. ROLE AND RESPONSIBILITIES

To the extent considered appropriate or desirable or required by applicable legal or regulatory requirements, the Audit Committee shall:

(a) recommend to the Directors
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report on the annual financial statements of the Company or performing other audit, review or attest services for the Company, and
(ii) the compensation to be paid to the external auditor of the Company;
(b) review the proposed audit scope and approach of the external auditor of the Company and ensure no unjustifiable restriction or limitations have been placed on the scope of the proposed audit;
(c) meet separately and periodically with the management of the Company, the external auditor of the Company and the internal auditor (or other personnel responsible for the internal audit function of the Company) of the Company to discuss any matters that the Audit Committee, the external auditor of the Company or the internal auditor of the Company, respectively, believes should be discussed privately;
(d) be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report on the annual financial statements of the Company or performing other audit, review or attest services for the Company, including the resolution of disagreements between management of the Company and the external auditor of the Company regarding any financial reporting matter and review the performance of the external auditor of the Company;
(e) review judgmental areas, for example those involving a valuation of the assets and liabilities and other commitments and contingencies of the Company;
(f) review audit issues related to the material associated and affiliated entities of the Company that may have a significant impact on the equity investment therein of the Company;
(g) meet with management and the external auditor of the Company to review the annual financial statements of the Company and the results of the audit thereof;
(h) review and determine if internal control recommendations made by the external auditor of the Company have been implemented by management of the Company;
(i) pre-approve all non-audit services to be provided to the Company or any subsidiary entities thereof by the external auditor of the Company and, to the extent considered appropriate:

A - 2

(i) adopt specific policies and procedures in accordance with Applicable Laws for the engagement of such non-audit services; and/or
(ii) delegate to one or more independent members of the Audit Committee the authority to preapprove all non-audit services to be provided to the Company or any subsidiary entities thereof by the external auditor of the Company provided that the other members of the Audit Committee are informed of each such non-audit service;
(j) consider the qualification and independence of the external auditor of the Company, including reviewing the range of services provided by the external auditor of the Company in the context of all consulting services obtained by the Company;
(k) consider the fairness of the Interim Financial Report and financial disclosure of the Company and review with management of the Company whether,
(i) actual financial results for the interim period varied significantly from budgeted or projected results,
(ii) generally accepted accounting principles have been consistently applied,
(iii) there are any actual or proposed changes in accounting or financial reporting practices of the Company, and
(iv) there are any significant or unusual events or transactions which require disclosure and, if so, consider the adequacy of that disclosure;
(l) review the financial statements of the Company, management's discussion and analysis and any annual and interim earnings press releases of the Company before the Company publicly discloses such information and discuss these documents with the external auditor and with management of the Company, as appropriate;
(m) review and be satisfied that adequate procedures are in place for the review of the public disclosure of the Company of financial information extracted or derived from the financial statements of the Company, other than the public disclosure referred to in paragraph 4(l) above, and periodically assess the adequacy of those procedures;
(n) establish procedures for,
(i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and
(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters relating to the Company;
(o) review and approve the hiring policies of the Company regarding partners, employees and former partners and employees of the present and any former external auditor of the Company;
(p) review the areas of greatest financial risk to the Company and whether management of the Company is managing these risks effectively;
(q) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and consider their impact on the financial statements of the Company;
(r) review any legal matters which could significantly impact the financial statements of the Company as reported on by counsel and meet with counsel to the Company whenever deemed appropriate;
(s) institute special investigations and, if appropriate, hire special counsel or experts to assist in such special investigations;

A - 3

(t) at least annually, obtain and review a report prepared by the external auditor of the Company describing:

the firm's quality-control procedures;

any material issues raised by the most recent internal quality-control review or peer review of the firm or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, in respect of one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

and (to assess the auditor's independence) all relationships between the independent auditor and the Company;

(u) review with the external auditor of the Company any audit problems or difficulties and management's response to such problems or difficulties;
(v) discuss the Company's earnings press releases, as well as financial information and earning guidance provided to analysts and rating agencies, if applicable; and
(w) review this charter and recommend changes to this charter to the Directors from time to time.

5. COMMUNICATION WITH THE DIRECTORS

(a) The Audit Committee shall produce and provide the Directors with a written summary of all actions taken at each Audit Committee meeting or by written resolution.
(b) The Audit Committee shall produce and provide the Directors with all reports or other information required to be prepared under Applicable Laws.

A - 4

AI assistant

Rusoro Mining Ltd. — Proxy Solicitation & Information Statement 2022

44992_rns_2022-11-04_b47b0189-58f2-4f11-b58e-093acfa4fc2a.pdf

MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

RUSORO MINING LTD.

TABLE OF CONTENTS

RUSORO MINING LTD.

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 - INTRODUCTION

SECTION 2 – PROXIES AND VOTING RIGHTS

MANAGEMENT SOLICITATION

APPOINTMENT OF PROXY

REVOCATION OF PROXIES

VOTING OF SHARES AND PROXIES AND EXERCISE OF DISCRETION BY MANAGEMENT NOMINEES

ADVICE TO BENEFICIAL SHAREHOLDERS

NOTICE-AND-ACCESS

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

VOTING OF COMMON SHARES

PRINCIPAL HOLDERS OF COMMON SHARES

Note(s):

QUORUM

SECTION 4 – BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS

Request for Financial Statements

2. FIXING THE NUMBER OF DIRECTORS

Advance Notice Provisions

3. ELECTION OF DIRECTORS

Anthony Beruschi –Director

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

4. RE-APPOINTMENT AND REMUNERATION OF AUDITORS

5. APPROVAL AND ADOPTION OF NEW STOCK OPTION PLAN

unless otherwise directed, the persons named in the enclosed Proxy intend to vote FOR such resolution :

6. OTHER MATTERS

SECTION 5 – STATEMENT OF EXECUTIVE COMPENSATION

OBJECTIVE:

DEFINITIONS:

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

EMPLOYMENT CONSULTING AND MANAGEMENT AGREEMENTS

Trust and Contribution Agreements

TERMINATION AND CHANGE OF CONTROL BENEFITS

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

Base Salary

Option Based Awards

Eligibility to Receive Bonuses in the Form of Cash Payments

Other Benefits

Director Compensation

Use of Financial Instruments

PENSION AND OTHER BENEFIT PLANS

SECTION 6 – AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

COMPOSITION OF THE AUDIT COMMITTEE

RELEVANT EDUCATION AND EXPERIENCE

Gordon Keep – Director

Jay Kaplowitz – Director

Peter Hediger – Director

Anthony Beruschi – Director

AUDIT COMMITTEE OVERSIGHT

RELIANCE ON CERTAIN EXEMPTIONS

PRE-APPROVAL POLICIES AND PROCEDURES

EXTERNAL AUDITOR SERVICE FEES

Notes:

SECTION 7 – CORPORATE GOVERNANCE

GENERAL

BOARD OF DIRECTORS

DIRECTORSHIPS IN OTHER REPORTING ISSUERS

Note(s):

ORIENTATION AND CONTINUING EDUCATION

ETHICAL BUSINESS CONDUCT

NOMINATION OF DIRECTORS

COMPENSATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

COMMITTEES OF THE BOARD OF DIRECTORS

ASSESSMENTS

SECTION 8 – ADDITIONAL INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Rusoro Mining Ltd. Proxy Solicitation & Information Statement 2022