Scottie Resources Corp. — AGM Information 2021

Sep 22, 2021

==> picture [162 x 64] intentionally omitted <==

SCOTTIE RESOURCES CORP. P.O. Box 48202 Bentall Vancouver, British Columbia V7X 1H8

Telephone: (250) 877-9902

INFORMATION CIRCULAR

(As at September 10, 2021 except as indicated)

SCOTTIE RESOURCES CORP. (“Scottie” or the “Company”) is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the annual general meeting (the “Meeting”) of the Company to be held on Friday, October 15, 2021, and at any adjournments thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

NOTE OF CAUTION Concerning COVID-19 Outbreak

At the date of this Notice and the accompanying Information Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus (COVID-19) outbreak (“COVID-19”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described on pages 2 to 3 of the Information Circular accompanying this Notice.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.scottieresources.com. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

2

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting 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 a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a “Nominee”). If you purchased your shares through a broker, you are likely a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to nonregistered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing

3

procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or on the proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as “non-objecting beneficial owners (“NOBOs”). Those nonregistered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as “objecting beneficial owners” (“OBOs”).

The Company is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting Materials unless their Nominee assumes the costs of delivery.

NOTICE-AND-ACCESS

The Company is not sending the Meeting materials to shareholders using “notice-and-access”, as defined under NI 54-101.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value, of which 202,433,537 shares were issued and outstanding as at September 10, 2021. Persons who are registered shareholders at the close of business on September 10, 2021, will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held. The Company has only one class of shares.

To the knowledge of the Directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company.

ELECTION OF DIRECTORS

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of Directors of the Company at four.

4

Pursuant to the Advance Notice Policy of the Company adopted by the Board of Directors on April 3, 2013, any additional director nominations for the Meeting must have been received by the Company in compliance with the Advance Notice Policy no later than the close of business on September 15, 2021.

The Company is required to have an audit committee. Members of this committee are Bradley Rourke, Steven Stein, and Ernest Mast.

Management of the Company proposes to nominate each of the following persons for election as a Director. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Jurisdiction of Residence and Position	Principal Occupation or Employment and, if not a Previously Elected Director, Occupation During the Past 5 Years	Previous Service as a Director	Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(1)
Bradley Clayton Rourke Shawnigan Lake, B.C., Canada President/CEO/Director	Independent Business Consultant, Director, President & CEO of the Company	Since November 21, 2016	13,241,545
Ernest Mast Etobicoke, Ontario, Canada Director	Mining and Metals Consultant, March 2017 to present; Founder, President and CEO Doré Mining Corp July 2017 -- Present. Director Libero Copper and Gold Feb 2021-Present. Global Mining and Metals Executive since 2001.	Since February 28, 2018	1,399,000
John Williamson, Edmonton, Alberta, Canada Director	Independent Consultant, Mining Entrepreneur, Professional Geologist; Chairman, CEO and Director of Benchmark Metals Inc. since March 2018, Director of Duro Metals Inc. since September 2019; Chairman of Altiplano Metals Inc. since August 2019, and CEO from July 2014 to August 2019; Director and CEO of Founders Metals Inc. since February 2021; and Director and Chairman of Cortus Metals Inc. since June 2018.	Since February 28, 2018	125,000
Steven Stein Calgary, Alberta Canada Director	Independent businessman since September 2019; Director of Black Diamond Group Limited since October 2009, Director since March 2019 and Consultant for Terra Water Systems Inc. since September 2019; Director of Operations, Purdy & Partners Inc., a private equity fund, from November 2018 to September 2019; President, Logistics of Black Diamond Group Limited from October 22, 2014 until December 31, 2016.	Since June 28, 2019	2,305,000

(1) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at September 10, 2021 based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such shares are held directly.

5

No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity.

To the knowledge of the Company, no proposed Director:

• (a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a Director, chief executive officer (“CEO”) or chief financial officer (“CFO”) of any company (including the Company) that:

• (i) was the subject, while the proposed Director was acting in the capacity as Director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

• (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed Director ceased to be a Director, CEO or CFO but which resulted from an event that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such company; or

• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a Director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed Director; or

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

• (e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed Director.

The following Directors of the Company hold Directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
BradleyRourke	Libero Copper & Gold Corporation(1)
Ernest Mast	Doré Copper Mining Corp.(1) Libero Copper & Gold Corporation(1)
John Williamson	Benchmark Metals Inc.(1) Founders Metals Inc.(1) Cortus Metals Inc.(1) Altiplano Metals Inc.(1) Duro Metals Inc.(1)

6

Steven Stein Black Diamond Group Ltd.[(2) ]

(1) Listed on the TSX Venture Exchange.

(2) Listed on the Toronto Stock Exchange.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Scottie’s compensation philosophy for its Named Executive Officers (as defined herein) is designed to attract well qualified individuals in what is essentially an international market by paying competitive base management fees plus short and long-term incentive compensation in the form of stock options or other suitable long-term incentives. The Board of Directors meets to discuss and determine executive compensation without reference to formal objectives, criteria or analysis. In making its determinations regarding the various elements of executive compensation, the Board of Directors does not benchmark its executive compensation program, but from time to time does review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within Scottie’s industry and geographic location while taking into account the financial and other resources of Scottie.

The duties and responsibilities of the President and CEO of Scottie are typical of those of a business entity of the Scottie’s size in a similar business and include direct reporting responsibility to the Board, overseeing the activities of all other executive and management consultants, representing Scottie, providing leadership and responsibility for achieving corporate goals and implementing corporate policies and initiatives.

Elements of Compensation

Scottie’s executive compensation policy consists of an annual base salary and long-term incentives in the form of stock options granted under Scottie’s fixed stock option plan (“ Scottie Option Plan ”) and which can be seen in the Annual General Meeting Circular dated June 22, 2020, filed at www.sedar.com. The base salaries paid to officers of Scottie are intended to provide fixed levels of competitive pay that reflect each officer’s primary duties and responsibilities and the level of skill and experience required to successfully perform their role.

Scottie intends to pay base salaries to officers that are competitive with those for similar positions in the mining industry to attract and retain executive talent in the market in which Scottie competes for talent. Base salaries of officers are reviewed annually by Scottie’s board of directors.

Compensation Risk Management

Scottie’s board of directors considers the implications of the risks associated with Scottie’s compensation policies and practices when determining rewards for its officers. Scottie’s board of directors intends to review at least once annually the risks, if any, associated with Scottie’s compensation policies and practices at such time.

Executive compensation is comprised of short-term compensation in the form of a base salary and longterm ownership through the Scottie Option Plan. This structure ensures that a significant portion of executive compensation (stock options) is both long-term and “at risk” and, accordingly, is directly linked to the achievement of business results and the creation of long-term shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their compensation at the

7

expense of Scottie and the shareholders is extremely limited. Furthermore, the short-term component of executive compensation (base salary) represents a relatively small part of the total compensation. As a result, it is unlikely an officer would take inappropriate or excessive risks at the expense of Scottie or the shareholders that would be beneficial to their short-term compensation when their long-term compensation might be put at risk from their actions.

Due to the small size of Scottie and the current level of Scottie’s activity, Scottie’s board of directors is able to closely monitor and consider any risks which may be associated with Scottie’s compensation policies and practices. Risks, if any, may be identified and mitigated through regular board meetings during which financial and other information of Scottie are reviewed. No risks have been identified arising from the Scottie’s compensation policies and practices that are reasonably likely to have a material adverse effect on Scottie.

Hedging of Economic Risks in the Company’s Securities

Scottie has not adopted a policy prohibiting its directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of Scottie’s securities granted as compensation or held, directly or indirectly, by directors or officers. However, Scottie is not aware of any directors or officers having entered into this type of transaction.

Option-Based Awards

The Scottie Option Plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of Scottie. In determining the number of options to be granted to the executive officers, the board of Scottie takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX Venture Exchange, and closely align the interests of the executive officers with the interests of shareholders. Scottie’s board of directors as a whole has the responsibility to administer the compensation policies related to the executive management of Scottie, including option-based awards.

Compensation Governance

Options are granted at the discretion of the Board of Directors, which considers factors such as how other junior exploration companies grant options and the potential value that each optionee is contributing to the Company. The number of options granted to an individual is based on such considerations.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company in respect of each of the individuals comprised of the CEO and the CFO who acted in such capacity for all or any portion of the most recently completed financial year, and 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 the CFO), as at August 31, 2020 whose total compensation was, individually, more than $150,000 for the financial year, and any individual who would have satisfied these criteria but for the fact that individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year (collectively the “Named Executive Officers” or “NEOs”).

8

NEO Name and Principal Position	Year	Salary ($)	Share- Based Award s ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation($)	Non-Equity Incentive Plan Compensation($)	Pension Value ($)	All Other Compensa- tion ($)	Total Compensa- tion ($)
					Annual Incentive Plans	Long-term Incentive Plans
Bradley Rourke CEO/President	2020 2019 2018	120,000 (6) 120,000 (6) 105,000 (6)	Nil Nil Nil	117,324 Nil 50,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	44,416(12)(13) 119,039(8)(9) 83,500	281,740 239,039 238,500
Thomas Mumford(1) VP Exploration	2020 2019 2018	137,500 100,000 Nil	Nil Nil Nil	147,144 155,583 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	284,644 255,583 Nil
Stephen Sulis(11) CFO	2020	42,000 (14)	Nil	41,316 (15)	Nil	Nil	Nil	Nil	83,316
Annie Zou(2) Former CFO	2020 2019	Nil 3,000(7)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 3,000
Christina Boddy(3) Former Interim CFO	2020 2019	18,000 (10) 18,000 (10)	Nil Nil	63,971 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	99,971 18,000
Brent Petterson(4) Former CFO	2020 2019 2018	Nil 33,000(5) 33,000(5)	Nil Nil Nil	Nil Nil 50,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 33,000 83,000

(1) Thomas Mumford was appointed Vice President, Exploration on November 8, 2018.

• (2) Annie Zou was appointed CFO on August 5, 2019. She resigned on January 7, 2020.

• (3) Christina Boddy is Scottie’s Corporate Secretary and acted as Interim CFO from July 29, 2019 to August 5, 2019.

(4) Brent Petterson was appointed CFO on May 24, 2017 and was a director of Scottie until February 28, 2018. He resigned as CFO on June 11, 2019.

(5) Paid to MBP Management Ltd., a private company wholly-owned by Brent Petterson.

• (6) Paid to YMI Inc., a private company wholly-owned by Bradley Rourke.

• (7) Paid to Red Fern Consulting Ltd., a private company of which Annie Zou was an employee.

• (8) $48,279 was paid as financing fees for a loan provided by Brad Rourke.

• (9) $70,760 pas paid to YMI Inc., a private company wholly-owned by Bradley Rourke for the lease of field equipment for the year.

• (10) Paid to Rhodanthe Corporate Services, a private company wholly-owned by Christina Boddy.

• (11) Stephen Sulis was appointed CFO on January 7, 2020

• (12) $2,441 was paid as financing fees for a loan provided by Brad Rourke.

• (13) $41,975 pas paid to YMI Inc., a private company wholly-owned by Bradley Rourke for the lease of field equipment for the year.

• (14) Paid to Red Fern Consulting Ltd., a private company of which Stephen Sulis is an employee.

• (15) Issued to Red Fern Consulting Ltd., a private company of which Stephen Sulis is an employee.

Stock Options and Other Compensation Securities

Incentive Plan Awards

Scottie does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or

9

payable to the NEOs.

Stock Options and Other Compensation Securities

The following table indicates all compensation securities granted to each director and NEO by Scottie in the financial year ended August 31, 2020:

		Option-Based Awards	Option-Based Awards			Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)				Number of	Market or	Market or Payout
					Shares Or	Payout Value	Value Of Vested
				Value of	Units Of	Of Share-Based	Share-Based
				Unexercised	Shares That	Awards That	Awards not Paid
		Option Exercise		In-The-Money	Have Not	Have Not	Out or
		Price		Options	Vested	Vested	Distributed
			Option Expiration
Name		($)	Date	($)(1)	(#)	($)	($)
Bradley Rourke(5)(9) Director, CEO & President	1,000,000(2)	$0.05	May 16, 2021	330,000	Nil	Nil	Nil
	200,000	$0.255	March 8, 2023	25,000
	1,000,000	$0.215	May 25, 2025	165,000
Thomas Mumford(6)(10), Vice President, Exploration	1,000,000	$0.22	April 25, 2024	160,000	Nil	Nil	Nil
	1,000,000	$0.10	December 3, 2023	280,000	Nil	Nil	Nil
	700,000	$0.215	May 25, 2025	115,500	Nil	Nil	NIl
Stephen Sulis(3)(7) CFO	150,000	0.195	September 17, 2024	27,750	Nil	Nil	Nil
	175,000	0.215	May 25, 2025	28,875	Nil	Nil	Nil
Annie Zou Former CFO	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Christina Boddy(8) Former Interim CFO	150,000	$0.26	October 26, 2022	18,000	Nil	Nil	Nil
	250,000	$0.195	September 17, 2024	46,250	Nil	Nil	Nil
	250,000	$0.215	May 25, 2025	41,250	Nil	Nil	Nil
Brent Petterson Former CFO and Former Director	200,000(4)	$0.255	March 8, 2023	Nil	Nil	Nil	Nil

(1) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was $0.38, and the exercise or base price of the option.

(2) Subsequent to the year ended August 31, 2020, these options were exercised by Bradley Rourke.

(3) Granted to Red Fern Consulting Ltd. For the services of Stephen Sulis.

(4) Subsequent to the year ended August 31, 2019, these options were cancelled pursuant to the Company’s stock option plan.

(5) Subsequent to the year ended August 31, 2020, on April 19, 2021, Bradley Rourke was granted 800,000 options at an exercise price of $0.25 per option and valid until April 19, 2026.

(6) Subsequent to the year ended August 31, 2020, on April 19, 2021, Thomas Mumford was granted 600,000 options at an exercise price of $0.25 per option and valid until April 19, 2026.

10

• (7) Subsequent to the year ended August 31, 2020, on May 21, 2021, Red Fern Consulting Ltd. was granted 100,000 options at an exercise price of $0.25 per option and valid until May 21, 2026.

• (8) Subsequent to the year ended August 31, 2020, on April 19, 2021, Christina Boddy was granted 100,000 options at an exercise price of $0.25 per option and valid until April 19, 2026.

• (9) Pursuant to Scottie’s amalgamation with AUX Resources Corp., Bradley Rourke holds an additional 400,000 options at an exercise price of $0.42 per option and valid until July 8, 2025.

• (10) Pursuant to Scottie’s amalgamation with AUX Resources Corp., Thomas Mumford holds an additional 200,000 options at an exercise price of $0.42 per option and valid until July 8, 2025.

Incentive Plan Awards – Value Vested or Earned During the Year

The value vested or earned during the most recently completed financial year of incentive plan awards granted to Named Executive Officers are as follows:

			Non-Equity Incentive
	Option-Based Awards	Share-Based Awards	Plan Compensation -
	- Value Vested	- Value Vested	Value Earned
	During The Year	During The Year	During The Year
Name	($)	($)	($)
Bradley Rourke, Director, CEO & President	117,324	Nil	Nil
Thomas Mumford, Vice President Exploration	149,409	Nil	Nil
Stephen Sulis(1),CFO	41,316	Nil	Nil
Annie Zou,Former CFO	Nil	Nil	Nil
Christina Boddy, Former Interim CFO	63,971	Nil	Nil
Brent Petterson, Former CFO and Former Director	Nil	Nil	Nil

(1) Granted to Red Fern Consulting Ltd., for the services of Stephen Sulis.

Compensation of Directors and the CEO

To determine compensation payable, the non-executive Directors review compensation paid for Directors and CEOs of companies of similar size and stage of development in the mineral exploration industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while taking into account the financial and other resources of Scottie. In setting the compensation, the non-executive Directors annually review the performance of the CEO in light of Scottie‘s objectives and consider other factors that may have impacted the success of Scottie in achieving its objectives.

Pension and Retirement Plans

Scottie does not have any pension plan that provides for payments or benefits at, following, or in connection with retirement of any officer.

Termination and Change of Control Benefits

The Company is party to a consulting agreement dated June 1, 2021, with Thomas Mumford (the “ Consultant ”) for his services as Vice President Exploration of the Company (the “ Mumford Agreement ”). Mr. Mumford is paid $15,000 per month. The Mumford Agreement is for a twenty-four (24) month term and, unless terminated by the Company in writing given no later than sixty (60) days prior to the expiry of the term, the Mumford Agreement shall be automatically renewed for a further period of twelve (12) months commencing upon the expiry of the term.

11

The Mumford Agreement may be terminated (“Termination”):

• (a) by the Consultant

• (i) upon sixty (60) days’ prior written notice;

• (ii) upon the occurrence of an Event of Default by the Company, as defined in the Mumford Agreement (an Event of Default includes a Change of Control);

• (b) by the Company, upon the occurrence of an Event of Default by the Consultant as set out in the Mumford Agreement.

In the event of Termination:

• (a) By the Company upon an Event of Default by the Consultant or by the Consultant for any reason other than an Event of Default by Company, the Company shall pay to the Consultant all amounts accruing hereunder up to and including the effective date of Termination.

• (b) By the Consultant due to an Event of Default by the Company or by the Company for any reason other than an Event of Default by the Consultant, the Company shall pay the Consultant:

• (i) An amount equal to twelve (12) months remuneration ($180,000);

• (ii) The full amount of any bonus then due and owing; and

• (iii) The full amount of any expenses incurred up to the effective date of Termination.

In the event the Company does not renew the Mumford Agreement within 60 days’ of the expiry of the term, the Company shall pay the Consultant:

• (a) An amount equal to twelve (12) months remuneration ($180,000);

• (b) The full amount of any bonus then due and owing;

• (c) The full amount of any expenses then due and owing; and

• (d) Any incentive stock options then outstanding shall be deemed to be extended and exercisable for one (1) year following the expiry of the term.

Director Compensation

The following table sets forth all amounts of compensation provided to the Directors, who are each not also an NEO, for the Company’s most recently completed financial year:

Director Name	Fees Earned ($)	Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensa -tion ($)	Total ($)
Steven Stein	Nil	Nil	116,210	Nil	Nil	Nil	116,210
Ernest Mast	Nil	Nil	74,642	Nil	Nil	Nil	74,642
John Williamson	Nil	Nil	88,498	Nil	Nil	Nil	88,498

12

The Company has no arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Statement of Executive Compensation .

The Company has a Stock Option Plan for the granting of incentive stock options to the officers, employees and Directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the Directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

The Company does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the Directors.

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all the option-based and share-based awards outstanding as at August 31, 2020 for each of the Directors who are not Named Executive Officers:

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards	Share-Based Awards
							Market or
						Market or	Payout
					Number of		Value Of
	N f			Value of		Payout Value	Vested
					Shares Or	Of Share-	Share-
	umber o
	Securities			Unexercised	Units Of	Based	Based
	Underlying	Option		In-The-	Shares That	Awards That	Awards not
	Unexercised	Exercise	Option	Money	Have Not	Have Not	Paid Out or
	Options	Price	Expiration	Options	Vested	Vested	Distributed
Name	(#)	($)	Date	($)(1)	(#)	($)	($)
Steven Stein(2)	500,000	0.195	September 17, 2024	92,500	Nil	Nil	Nil
	400,000	0.215	May 25, 2024	66,000
Ernest Mast(3)	200,000	0.255	March 8, 2023	25,000	Nil	Nil	Nil
	300,000	0.200	May24, 2022	54,000
	200,000	0.195	September 17,2024	37,000
	400,000	0.215	May 25, 2025	66,000
John Williamson(4)	200,000	0.255	March 8, 2023	25,000	Nil	Nil	Nil
	300,000	0.195	September 17,2024	55,500
	400,000	0.215	May 25, 2025	66,000

(1) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was $0.38, and the exercise or base price of the option.

(2) Subsequent to the year ended August 31, 2020, on April 19, 2021, Steven Stein was granted 200,000 options at an exercise price of $0.25 per option and valid until April 19, 2026.

(3) Subsequent to the year ended August 31, 2020, on April 19, 2021, Ernest Mast was granted 200,000 options at an exercise price of $0.25 per option and valid until April 19, 2026.

(4) Subsequent to the year ended August 31, 2020, on April 19, 2021, John Williamson was granted 200,000 options at an exercise price of $0.25 per option and valid until April 19, 2026.

13

Incentive Plan Awards - Value Vested Or Earned During The Year

The value vested or earned during the most recently completed financial year of incentive plan awards granted to Directors who are not Named Executive Officers are as follows:

	Option-Based Awards -	Share-Based Awards -	Non-Equity Incentive Plan
	Value Vested	Value Vested	Compensation - Value Earned
	During The Year	During The Year	During The Year
Director Name	($) (1)	($)	($)
Steven Stein	116,210	Nil	Nil
Ernest Mast	74,642	Nil	Nil
John Williamson	88,498	Nil	Nil

(1) This amount is the dollar value that would have been realized if the options had been exercised on the grant date, as all options were fully vested on the date of grant.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the Company’s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights(b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(1)(2)
Equity compensation plans approved bysecurityholders	10,375,000	$0.19	11,448,448
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	10,375,000	$0.19	11,448,448

(1) Since the year end of August 31, 2020, 4,932,000 options to purchase Common Shares have been granted to directors, officers and consultants, 1,000,000 options to purchase Common Shares have been exercised, and 200,000 options to purchase Common Shares have expired. As at the date hereof there are options outstanding to purchase 14,107,000 Common Shares.

(2) As at the date hereof there are options available for grant to purchase 6,716,448 Common Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, officer, employee or previous directors, officers or employees of Scottie was indebted to Scottie at any time in its last completed financial year in connection with the purchase of securities of Scottie of for any other reason.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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

14

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed Director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

Manning Elliott LLP, Chartered Accountants, of Vancouver, British Columbia, are the auditors of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the reappointment of Manning Elliott LLP as the auditors of the Company to hold office for the ensuing year.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company.

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and, therefore, these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Company’s Board consists of four Directors, three of whom are independent based upon the tests for independence set forth in National Instrument 52-110 (“NI 52-110”). Bradley Rourke is not independent as he is the CEO and President of the Company.

Management Supervision by Board

The operations of the Company do not support a large Board of Directors and the Board has determined that the current constitution of the Board is appropriate for the Company’s current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent Directors are however able to meet at any time without any members of management including the non-independent Directors being present. Further supervision is performed through the audit committee which is composed of a majority of independent Directors who meet with the Company’s auditors without management being in attendance . The independent Directors also have access to the Company’s legal counsel and its officers.

Risk Management

The Board of Directors is responsible for adoption of a strategic planning process, identification of principal risks and implementing risk management systems, succession planning and the continuous disclosure requirements of the Company under applicable securities laws and regulations.

The audit committee is responsible for the risk management items set out in the audit committee charter.

15

Participation of Directors in Other Reporting Issuers

The participation of the Directors in other reporting issuers is described in the table provided under “Election of Directors” in this Information Circular.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

1. information respecting the functioning of the Board of Directors, committees and copies of the Company’s corporate governance policies;

2. access to recent, publicly filed documents of the Company, technical reports and the Company’s internal financial information;

3. access to management and technical experts and consultants; and

4. a summary of significant corporate and securities responsibilities.

Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management’s assistance and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board has adopted a Code of Conduct and has instructed its management and employees to abide by the Code.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the mineral exploration industry are consulted for possible candidates.

Compensation of Directors and the CEO

To determine compensation payable, the non-executive Directors review compensation paid for Directors and CEOs of companies of similar size and stage of development in the mineral exploration industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the non-executive Directors annually review the performance of the CEO in light of the Company’s objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Board Committees

As the Directors are actively involved in the operations of the Company and the size of the Company’s operations does not warrant a larger board of Directors, the Board has determined that additional committees beyond the audit committee are not necessary at this stage of the Company’s development.

16

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual Directors and each of its committees. To assist in its review, the Board conducts informal surveys of its Directors.

Nomination and Assessment

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and CEO. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals and objectives.

AUDIT COMMITTEE

The Audit Committee’s Charter

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.

• Review and appraise the performance of the Company’s external auditors.

• Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of three Directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company’s Charter, the definition of “financially literate” is 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

17

breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the CFO and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

• (a) Review and update this Charter annually.

• (b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

• (a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.

• (b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.

• (c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

• (d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

• (e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

• (f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

• (g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

• (h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

• (i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

18

• i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

• ii. such services were not recognized by the Company at the time of the engagement to be nonaudit services; and

• iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

• (a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

• (b) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

• (c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

• (d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

• (e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

• (f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

• (g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

• (h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

• (i) Review certification process.

• (j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Risk Management

1. To review, at least annually, and more frequently if necessary, the Company’s policies for risk assessment and risk management (the identification, monitoring, and mitigation of risks).

2. To inquire of management and the independent auditor about significant business, political, financial and control risks or exposure to such risk.

3. To request the external auditor’s opinion of management’s assessment of significant risks facing the Company and how effectively they are being managed or controlled.

19

1. To assess the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board.

Other

Review any related-party transactions.

Composition of the Audit Committee

The following are the members of the Committee:

Bradley Rourke	Not Independent(1)	Financially literate(1)
Steven Stein	Independent(1)	Financially literate(1)
Ernest Mast	Independent(1)	Financially literate(1)

(1) As defined by NI 52-110. As required for venture issuers such as the Company, a majority of the members of the audit committee are not executive officers, employees and contact persons of the Company or of an affiliate of the Company.

Audit Committee Member Education and Experience

Bradley Rourke is financially literate and has several years’ experience raising capital for resource companies, both public and private. Mr. Rourke has previously been director or sales and principal partner with a small firm out of Calgary that raised over $100 million in private investment funds.

Steven Stein is financially literate and has many years’ experience as an officer and director of public and private companies. He was a founding shareholder and an officer of the Black Diamond Group – a leading North American provider of modular space solutions and workforce accommodations – from 2007 to 2016 and is currently a Director of the Black Diamond Group. From 1990 to 2005, Mr. Stein was actively involved in the operations and a founder of one of the predecessor companies of the Outland Group – one of Canada’s largest logistics and camp businesses. Mr. Stein holds a bachelor’s degree from Queens University and is a graduate of the Institute of Corporate Directors.

Ernest Mast is financially literate and has over thirty years’ experience in various technical and executive roles in the mining industry, across a wide range of commodities, geographies and development stages. Currently a consultant, he previously held the positions of President and CEO, VP of Corporate Development, and VP Operations at several other publicly-traded companies listed on the TSX and TSX Venture Exchange. Ernest has a Master's degree in metallurgical engineering from McGill University and also received post-secondary business training at Henley College in the UK and the Universidad Catolica in Chile.

Audit Committee Oversight

At no time since the commencement of Scottie’s financial year ended August 31, 2019, and August 31, 2020, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board of directors of Scottie.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Company is relying upon the exemption in Section 6.1 of NI 52-110 from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

20

Pre-Approval Policies and Procedures

The Audit Committee shall review and pre-approve all non-audit services to be provided to the Company by its external auditors.

Exemption in Section 6.1 of NI 52-110

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

External Auditor Service Fees

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

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
August 31,2020	$29,000	Nil	Nil	Nil
August 31,2019	$21,750	Nil	Nil	Nil

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at P.O. Box 48202 Bentall, Vancouver, British Columbia, V7X 1H8, to request copies of the Company’s financial statements and MD&A.

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

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 10[th] day of September 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Bradley Rourke”

Bradley Rourke

President and Chief Executive Officer

THIS PAGE INTENTIONALLY LEFT BLANK