Signature Resources Ltd.

366 Bay Street, Unit 200 Toronto, ON M5H 4B2 Telephone: (705) 445-0184

NOTICE OF MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) in the capital of Signature Resources Ltd. (the “ Company ”) will be held at the Company’s offices at 366 Bay Street, Unit 200, Toronto, ON M5H 4B2 on Monday, March 1, 2021 at 1:00 p.m. (Toronto time), for the following purposes:

to receive the audited financial statements of the Company for the financial years ended October 31, 2017, 2018 and 2019, together with the reports of the auditors thereon;
to elect the directors of the Company for the ensuing year;
to appoint the auditors of the Company for the ensuing year and to authorize the board of directors of the Company (the “ Board ”) to fix their remuneration;
to consider and, if thought advisable, pass an ordinary resolution of Shareholders approving the Company’s existing stock option plan for the ensuing year;
to consider and, if deemed appropriate, pass a special resolution authorizing the Board to consolidate the common shares of the Company on the basis of one (1) new common share for up to 5 old common shares and amend the Company’s Articles accordingly; and
to transact such further and other business as may be properly brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Shareholders are referred to the accompanying management information circular (the “ Information Circular ”) for more detailed information with respect to the matters to be considered at the Meeting.

The Board has fixed Wednesday, January 20, 2021 as the record date (the “ Record Date ”). Only Shareholders whose names are entered on the register of the Company at the close of business on Wednesday, January 20, 2021, will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any Common Shares after the Record Date and the transferee of those Common Shares establishes ownership of such Common Shares and demands to be included in the list of Shareholders eligible to vote at the Meeting not later than ten days before the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Notice-and-Access

The Company is utilizing the notice-and-access mechanism (the “ Notice and Access Provisions ”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations , for distribution of Meeting materials to registered and beneficial Shareholders.

Website Where Meeting Materials are Posted

The Notice-and-Access Provisions allow reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Information Circular, financial statements for the financial years ended October 31, 2017, October 31, 2018 and October 31, 2019 (“ Financial Statements ”) and management’s discussion and analysis of the Company’s results of operations and financial condition for 2017, 2018 and 2019 (“ MD&As ”) may be found on the Company’s SEDAR profile at www.sedar.com and also at https://docs.tsxtrust.com/2211.

The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

Obtaining Paper Copies of Materials

Shareholders with questions about notice-and-access can call the Company’s transfer agent, TSX Trust Company, toll-free at 1 (866) 600-5869. Shareholders may also obtain paper copies of the Information Circular, Financial Statements and MD&As free of charge by contacting TSX Trust Company at the same toll-free number or upon request to the Company’s Chief Financial Officer.

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Company or TSX Trust Company, as applicable, no later than February 15, 2021, in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies to TSX Trust Company or voting instruction forms to intermediaries, as applicable, before the Proxy Deadline.

Voting

If you are a registered Shareholder of the Company, please date and execute the accompanying form of proxy and return it in the envelope provided to TSX Trust Company, 301-100 Adelaide St W., Toronto, ON M5H 1S3. In order to be valid and acted upon at the Meeting, proxies must be received by TSX Trust Company by 1:00 p.m. (Toronto time) on February 25, 2021 or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of any adjourned Meeting. You may also send your form of proxy via fax: (416) 595-9593 or by email at [email protected] or vote your Common Shares online at: www.voteproxyonline.com.

If you are a beneficial Shareholder of the Company and received these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

SPECIAL MEASURES IN RESPONSE TO THE CURRENT COVID-19 (CORONAVIRUS) OUTBREAK

DUE TO COVID-19-RELATED CONCERNS ALL SHAREHOLDERS WHO ARE ELIGIBLE TO VOTE AT THE MEETING ARE STRONGLY ENCOURAGED TO VOTE BY PROXY PRIOR TO THE PROXY DEADLINE IN THE MANNER SET OUT ABOVE. THE MANAGEMENT OF THE COMPANY IS DISCOURAGING IN-PERSON ATTENDANCE OF THE MEETING DURING THE PERIOD OF RESTRICTIONS ON PUBLIC GATHERINGS INSTITUTED OR RECOMMENDED BY HEALTH OFFICIALS IN CONNECTION WITH THE PROLIFERATION OF COVID-19.

As of the date of this Notice and accompanying Circular, management strongly encourages all shareholders who are eligible to vote at the meeting to vote by proxy and is discouraging in-person attendance at the Meeting. The Company is continuously monitoring the rapidly evolving news and guidelines related to the COVID-19 outbreak and is following the guidance of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html) and applicable additional provincial and local instructions in determining to strongly discourage attendance at the Meeting. Under no circumstances should Shareholders attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if they or someone with whom they have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting. All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the management information circular.

THE COMPANY RESERVES THE RIGHT TO TAKE ANY ADDITIONAL PRECAUTIONARY MEASURES IT DEEMS APPROPRIATE IN RELATION TO THE MEETING IN RESPONSE TO FURTHER DEVELOPMENTS IN RESPECT OF THE COVID-19 OUTBREAK INCLUDING, IF CONSIDERED NECESSARY OR ADVISABLE, PROVIDING A VIRTUAL WEBCAST VERSION OF THE MEETING AND/OR HOSTING THE MEETING SOLELY BY MEANS OF REMOTE COMMUNICATION, PLACING RESTRICTIONS ON IN-PERSON ATTENDANCE, OR POSTPONING OR ADJOURNING THE MEETING.

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Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Please monitor the Company press releases as well as the Company website at https://www.signatureresources.ca/ for updated information. If applicable and as appropriate, the Company will provide required information on the logistical details of a virtual or hybrid Meeting including how a shareholder can remotely access, participate in and vote at a Meeting. An amended management information circular will not be mailed out in the event of changes to the Meeting format.

DATED this 19[th] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Robert Vallis” Robert Vallis President and Chief Executive Officer

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SIGNATURE RESOURCES LTD.

366 Bay Street, Unit 200 Toronto, ON M5H 4B2 Telephone: (705) 445-0184

INFORMATION CIRCULAR

in respect of an Annual General and Special Meeting to be held on Monday, March 1, 2021

PURPOSE OF SOLICITATION

This Information Circular is furnished in connection with the solicitation of proxies by the management of Signature Resources Ltd. (“ SGU ” or the “ Company ”) for use at the annual general and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares in the capital of the Company (“ Common Shares ”). The Meeting will be held at 366 Bay Street, Unit 200, Toronto, ON M5H 4B2 on Monday, March 1, 2021 at 1:00 p.m. (Toronto time), for the purposes set forth in the notice of meeting of Shareholders (the “ Notice of Meeting ”) accompanying this Information Circular. References in this Information Circular to the Meeting include any adjournment or postponements thereof.

Information contained herein is given as of January 19, 2021, unless otherwise specifically stated.

It is expected that the solicitation of proxies will be primarily by mail, subject to the use of the Notice and Access Provisions (as defined below) in relation to the delivery of the meeting materials, however, proxies may also be solicited by telephone, facsimile or in person by directors, officers and employees of the Company who will not be additionally compensated therefor. Brokers, nominees or other persons holding Common Shares in their names for others shall be reimbursed for their reasonable charges and expenses in forwarding proxies and proxy material to the beneficial owners of such Common Shares. The costs of soliciting proxies will be borne by the Company.

GENERAL INFORMATION RESPECTING THE MEETING

The Company is utilizing the notice-and-access mechanism (the “ Notice-and-Access Provisions ”) concerning the delivery of proxy-related materials to shareholders found in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) in the case of registered Shareholders, and section 2.7.1 of NI 54-101 in the case of Beneficial Shareholders (as defined below).

The Notice-and-Access Provisions are a mechanism that allows reporting issuers other than investment funds to choose to deliver proxy-related materials (such as information circulars and annual financial statements) to registered holders and beneficial owners of securities by posting such materials on System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than sending such materials by mail. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of this Information Circular at the Company’s expense. The Company anticipates that notice-and-access will directly benefit the Company through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the meeting materials to be posted on the applicable website and other materials to be delivered to Shareholders. The Notice-andAccess Provisions require a reporting issuer to provide basic information about the meeting and the matters to be voted on thereat, explain how a shareholder can obtain a paper copy of the Meeting materials and management's discussion and analyses, and explain the Notice-and-Access Provisions. All such matters are described in the Notice of Meeting. The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document (a form of proxy in the case of registered Shareholders or a voting instruction form in the case of Beneficial Shareholders).

Electronic copies of this Information Circular, financial statements of the Company for the financial years ended October 31, 2017, October 31, 2018 and October 31, 2029 (the “ Financial Statements ”) and management's discussion

and analyses for 2017, 2018 and 2019 (the “ MD&As ”) may be found on the Company’s SEDAR profile at www.sedar.com and also at https://docs.tsxtrust.com/2211.

The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of this Information Circular to some Shareholders with the Notice of Meeting. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of this Information Circular.

Shareholders are reminded to review this Information Circular before voting.

Shareholders with questions about notice-and-access can call the transfer agent and registrar for the Common Shares, TSX Trust Company, toll-free at is 1 (866) 600-5869. Shareholders may also obtain paper copies of this Information Circular, the Financial Statements and the MD&As free of charge by contacting TSX Trust Company at the same tollfree number or upon request to the Company’s Chief Financial Officer.

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Company or TSX Trust Company, as applicable, no later than February 15, 2021, in order to allow sufficient time for Shareholders to receive the paper copies and to return their form of proxies or voting instruction forms, as applicable, by their respective due dates.

APPOINTMENT AND REVOCATION OF PROXIES

Enclosed herewith is a form of proxy (the “ Form of Proxy ”) for use at the Meeting. The persons named in the Form of Proxy are officers of the Company. A Shareholder submitting a proxy has the right to appoint a nominee (who need not be a Shareholder) to represent him or her at the Meeting other than the persons designated in the enclosed Form of Proxy by inserting the name of his or her chosen nominee in the space provided.

A Form of Proxy will not be valid for the Meeting unless it is signed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, it is executed by a duly authorized officer or attorney thereof. A Shareholder who is unable to attend the Meeting in person is requested to complete and sign the enclosed Form of Proxy and to deliver it to TSX Trust Company by mail or hand delivery to 301-100 Adelaide St W., Toronto, ON M5H 1S3. In order to be valid and acted upon at the Meeting, the Form of Proxy must be received no later than 10:30 a.m. (Toronto time) on February 25, 2021or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of any adjourned Meeting. You may also send your proxies via fax at 416-595-9593, by email at [email protected] or vote your shares online at www.voteproxyonline.com.

If you are a Beneficial Shareholder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

A Shareholder who has given a proxy may revoke it prior to its use, in any manner permitted by law, including by instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, executed by a duly authorized officer or attorney thereof and deposited at the registered office of the Company or the office of TSX Trust Company at any time prior to 4:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many Shareholders of SGU, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of SGU as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account

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statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically asks Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge proxy cannot use that proxy to vote Common Shares directly at the Meeting. A Broadridge proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. A Beneficial Shareholder who wishes to attend the Meeting and indirectly vote his/her Common Shares as proxyholder for the registered Shareholder should enter his/her own name in the blank space on the instrument of proxy provided and return the same to his/her broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

VOTING OF PROXIES

All Common Shares represented at the Meeting by properly executed proxies will be voted for or against, or withheld from voting, as the case may be, on any ballot that may be called, in accordance with the instructions given by the Shareholder, and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of any such instruction, the persons whose names appear on the printed Form of Proxy will vote in favour of all the matters set out thereon. The enclosed Form of Proxy confers discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the Notice of Meeting properly comes before the Meeting, discretionary authority is conferred upon the person appointed in the proxy to vote in the manner they see fit, in accordance with their best judgment.

SPECIAL MEASURES IN RESPONSE TO THE CURRENT COVID-19 (CORONAVIRUS) OUTBREAK

DUE TO COVID-19-RELATED CONCERNS ALL SHAREHOLDERS WHO ARE ELIGIBLE TO VOTE AT THE MEETING ARE STRONGLY ENCOURAGED TO VOTE BY PROXY PRIOR TO THE PROXY DEADLINE IN THE MANNER SET OUT ABOVE. THE MANAGEMENT OF THE COMPANY IS DISCOURAGING INPERSON ATTENDANCE OF THE MEETING DURING THE PERIOD OF RESTRICTIONS ON PUBLIC GATHERINGS INSTITUTED OR RECOMMENDED BY HEALTH OFFICIALS IN CONNECTION WITH THE PROLIFERATION OF COVID-19.

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instructions in determining to strongly discourage attendance at the Meeting. Under no circumstances should Shareholders attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if they or someone with whom they have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting. All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the management information circular.

The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the meeting in response to further developments in respect of the COVID-19 outbreak including, if considered necessary or advisable, providing a virtual webcast version of the meeting and/or hosting the meeting solely by means of remote communication, placing restrictions on in-person attendance, or postponing or adjourning the meeting.

Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Please monitor the Company press releases as well as the Company website at https://www.signatureresources.ca for updated information. If applicable and as appropriate, the Company will provide required information on the logistical details of a virtual or hybrid Meeting including how a shareholder can remotely access, participate in and vote at a Meeting. An amended management information circular will not be mailed out in the event of changes to the Meeting format.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The board of directors of the Company (the “ Board ”) has fixed Wednesday, January 20, 2021 as the record date. Holders of Common Shares at the close of business on Wednesday, January 20, 2021, are entitled to receive notice and vote at the Meeting on the basis of one vote for each Common Share held, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to Wednesday, January 20, 2021; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case, the transferee shall be entitled to vote his or her Common Shares at the Meeting.

As at the date of this Information Circular, 195,377,242 Common Shares were issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, there are no other persons, firms or corporations that beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company.

As at the date of this Information Circular, the directors and executive officers of SGU as a group beneficially owned, directly or indirectly, or exercised control or direction over, approximately 10,785,910 Common Shares, representing approximately 5.52% of the presently issued and outstanding Common Shares.

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The purpose of this Compensation Discussion and Analysis is to provide information about the Company's philosophy, objectives and processes regarding compensation paid to those who acted as the Chief Executive Officer (“ CEO ”) or the Chief Financial Officer (“ CFO ”) of the Company (or in similar capacities) and each of the next three most highly compensated executive officers of the Company whose total compensation was, individually, more than $150,000 at the end of the applicable financial year (each a “ Named Executive Officer ” and collectively, the “ Named Executive Officers ”).

Compensation Philosophy and Objectives of the Compensation Program

SGU has a streamlined approach to compensation, seeking to maintain low overhead costs and expenses so as to attain the lowest possible burn rate while it plans its exploration activities.

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What the Compensation Program is Designed to Reward

The compensation program is intended to keep the Company's costs to a minimum while it continues to focus on its gold property in Ontario. In addition, the compensation program has been kept relatively simple while the Company is in the preliminary exploration stage. It is intended that the current Named Executive Officers will eventually be more fully rewarded for their time and efforts as the Company's exploration program is advanced.

Each executive officer is entitled to receive a base salary. Base salary is recognition for discharging job responsibilities and reflects the officer's performance over time, as well as that individual's particular experience and qualifications. An officer's base salary is reviewed by the Board on an annual basis and may be adjusted to take into account performance contributions for the year and to reflect sustained performance contributions over a number of years.

The Company has entered into written consulting agreements with each of Mine Horizons Consulting Inc., Aloe Finance Inc. and Hanych Geological Consultants Ltd. with regards to services provided by Robert Vallis as CEO, Jonathan Held as CFO and Walter Hanych as Chief Geologist, respectively. The terms of the consulting agreements are described in this Information Circular under the heading “ Statement of Executive Compensation – Incentive Plan Awards – Termination of Employment or Change of Control ”.

In addition, officers are eligible under the Company's stock option plan (the “ Option Plan ”) to receive grants of stock options (the “ Options ”). For a summary of the Option Plan, see “ Securities Authorized for Issuance Under Equity Compensation Plans – Option Plan ”. The Option Plan is an important part of the Company's long-term incentive strategy for its officers, permitting them to participate in any appreciation of the market value of the Common Shares over a stated period of time. The Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such officer's long-term contribution to the Company will be key to its long-term success.

Each Element of Compensation and Why the Company Chooses to Pay Each Element

The compensation program for the Named Executive Officers is comprised of base salaries and Options. The following table provides a broad overview of the elements of the Company's current executive compensation program:

Element	Award Type	Objective	Key Features
Base Salaries	Salary	To provide a basic level of reward	Non-discretionary fixed regular cash
		while the Company is in a	payments based upon the performance of
		preliminary exploration period.	day-to-day executive level responsibilities.
Options	Option-based	To reward long-term performance	Annual and special awards granted at
	award	by allowing Named Executive	market price and having a term of five
		Officers to participate in the long-	years.
		term market appreciation of the
		Common Shares.

How the Company Determines the Amount for Each Element

Base Salaries

As of the date hereof, the current Named Executive Officers have agreed to receive monthly salaries which are below the salary norms in the industry and of the general marketplace in order to reduce costs. Pursuant to the CEO Agreement (as herein defined), Mr. Vallis will be paid a base salary of C$20,000 monthly, being C$240,000 per annum. The base fee paid to Mr. Vallis is subject to certain increases upon successful financing raises by the Company in accordance with the terms of the CEO Agreement. Pursuant to the CFO Agreement (as herein defined), Mr. Held is paid a base salary of C$7,000 monthly, being C$84,000 per annum and pursuant to the CG Agreement (as herein defined), Mr. Hanych is paid a base salary of C$10,000 monthly, being C$120,000 per annum.

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Options

Options are granted to Named Executive Officers by the Board upon the commencement of an individual's engagement with the Company, based on their level of responsibility within the Company. Additional Option grants are normally considered annually and the number of Options granted to any particular individual is commensurate with the individual's prior year's performance and level of ongoing responsibility within the Company. In considering additional grants, the Board generally evaluates the number of Options an individual has been granted, the exercise price and value of the Options and the term remaining on those Options.

Risk Assessment and Oversight

During fiscal 2017, 2018 and 2019, the Board did not consider the implications of the risks associated with the Company's compensation policies and practices.

Hedging Activities

Although the Company does not have a policy which prohibits any Named Executive Officer or director from purchasing financial instruments designed to hedge or offset a decrease in market value of equity securities granted as compensation or held by the Named Executive Officer or director, no Named Executive Officer or director has entered into any such agreement.

Compensation Governance

The Company's executive compensation program is administered by the Board as a whole. All members of the Board possess the necessary experience and education, and are familiar with compensation practices in the natural resource exploration sector and understand the compensation matters relevant to the Company. In considering its executive compensation program, the Board performs the following analysis:

reviews the compensation packages for the CEO and the other Named Executive Officers, including shortterm and long-term incentive plan awards and grants;
reviews the corporate goals, objectives and business performance measures which will be used in evaluating the CEO and the other Named Executive Officers;
ensures that the provision for effective succession for the Company's senior management team is in place and reviews such plan with the Board;
reviews the grant of Options pursuant to the terms of the Option Plan;
annually reviews and ensures that compensation plans, in their design, structures and application have a clear link between pay and performance and do not encourage excessive risk taking; and
annually reviews and assesses compensation principles of, and compensation amounts payable by, appropriate comparator groups and recommends for approval to the Board any appropriate changes.

The Board as a whole has evaluated the performance of the Named Executive Officers, reviewed compensation arrangements for the Named Executive Officers and directors and made awards under the incentive compensation plans.

SUMMARY COMPENSATION TABLE FOR NAMED EXECUTIVE OFFICERS

The following table provides information concerning compensation of the Named Executive Officers for the years ended October 31, 2017, 2018 and 2019:

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Name and Principal Position	Financial period ended October 31	Salary ($)(1)	Share- Based Awards ($)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation	Non-Equity Incentive Plan Compensation	Pension Value ($)	All Other Comp- ensatio n ($)	Total Compensation ($)
					Annual Incentive Plans ($)	Long- Term Incentive Plans ($)
Walter Hanych(3) President, CEO and Director	2019	120,000	-	-	-	-	-	64,800	184,800
	2018	120,000	-	26,163	-	-	-	24,000	170,163
	2017	120,000	-	-	-	-	-	-	120,000
Jonathan Held(4) CFO and Director	2019	84,000	-	-	-	-	-	-	84,000
	2018	84,000	-	26,163	-	-	-	-	110,163
	2017	84,000	-	-	-	-	-	-	84,000

Notes:

(1) Salary represents the cash component of the compensation to NEOs. As at October 31, 2019, the Company had accrued unpaid amounts of $153,332 to Mr. Hanych and $73,640 to Mr. Held.
(2) The Company follows the fair value method of accounting for all stock-based compensation arrangements. The values reported represent an estimate of the grant date fair value of the Options calculated in accordance with the Black-Scholes option pricing model. Please see the audited annual financial statements of the Company for the year ended October 31, 2019 for details regarding the assumptions underlying these Black-Scholes estimates. The Black-Scholes model is a pricing model that may or may not reflect the actual value of the Options. The Black-Scholes methodology was selected in order to maintain consistency with the Company's prior practice and because it is widely used by Canadian public companies for estimated option-based compensation.
(3) Mr. Hanych was appointed as a director and the Company's President & CEO effective February 14, 2013. Mr. Hanych provides his services through Hanych Geological Consulting Ltd. Mr. Hanych does not receive any compensation for acting as a director of the Company. Mr. Hanych resigned as the Company’s President & CEO on November 12, 2020 and was succeeded by Mr. Robert Vallis effective November 12, 2020. Mr. Hanych continues to act as a director of the Company and assumed the role of Chief Geologist.
(4) Mr. Held was appointed as a director and the Company's CFO effective December 5, 2012. Mr. Held provides his services as CFO through Aloe Finance Inc. Mr. Held does not receive any compensation for acting as a director of the Company.

INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards

The following table sets forth all Option-based awards held by the Named Executive Officers which were outstanding as at October 31, 2019:

	Option-Based Awards(2)	Option-Based Awards(2)	Option-Based Awards(2)	Option-Based Awards(2)
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the-Money Options ($)(1)
Walter Hanych President, CEO and Director(3)	500,000 500,000	$0.08 $0.055	March 23, 2023 July 19, 2021	Nil Nil
Jonathan Held CFO and Director	500,000 500,000	$0.08 $0.055	March 23, 2023 July 19, 2021	Nil Nil

Notes:

(1) Calculated by multiplying the number of Common Shares purchasable on exercise of the Options by the difference between the market price of the Common Shares at October 31, 2019 and the exercise price of the Options. The closing price of the Company's Common Shares on the TSX Venture Exchange (“ TSXV ”) on October 31, 2019 was $0.055.
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(2) Under the Option Plan, the Board is authorized to grant Options to directors, senior officers, employees, consultants, consultant company or management company employees of the Company and its subsidiaries not to exceed 10% of the issued and outstanding Common Shares from time to time. Options granted under the Option Plan are exercisable over a period not exceeding 10 years from the date granted. Exercise prices may not be less than the market price of the Common Shares at the time of the grant. An Option shall vest in the manner determined by the Board on the grant date.
(3) Mr. Hanych was appointed as a director and the Company's President & CEO effective February 14, 2013. Mr. Hanych does not receive any compensation for acting as a director of the Company. Mr. Hanych resigned as the Company’s President & CEO on November 12, 2020 and was succeeded by Mr. Vallis effective November 12, 2020. Mr. Hanych continues to act as a director of the Company and assumed the role of Chief Geologist.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth information in respect of the value of awards granted to the Named Executive Officers of the Company pursuant to the Option Plan vested during the financial year ended October 31, 2019:

Name	Option-Based Awards - Value Vested During Year ($)(1)	Share-Based Awards - Value Vested During Year ($)	Non-Equity Incentive Plan Compensation Value Earned During Year ($)
Walter Hanych President, CEO and Director	Nil	-	-
Jonathan Held CFO and Director	Nil	-	-

Notes:

(1) For this purpose, the Options are valued on the date of vesting. The “value vested” represents the aggregate dollar value that would have been realized if the Options had been exercised on the vesting date. This is calculated by multiplying the number of Common Shares that vested during the year by the difference between the market price of the Common Shares at the date of vesting and the exercise price of the Options.

Pension Plan Benefits

The Company has not established a pension plan, defined benefit plan or any retirement savings program for the Named Executive Officers or other employees of the Company.

Deferred Compensation Plans

The Company has not established a deferred compensation plan for the Named Executive Officers or other employees of the Company.

Termination of Employment or Change of Control

Other than as described below, no Named Executive Officers has an employment agreement or consulting agreement pursuant to which SGU would be obligated to make payments in the event of termination without “cause” or in the event of a “change of control”.

CEO Agreement – Robert Vallis

Effective November 12, 2020, the Company and Mine Horizons Consulting Inc. entered into a consultant agreement pursuant to which Robert Vallis is employed as the Chief Executive Officer and President of the Company (“ CEO Agreement ”) at an annual salary of $240,000. The base fee paid to Mr. Vallis is subject to certain increases upon successful financing raises by the Company in accordance with the terms of the CEO Agreement.

The CEO Agreement is for an initial term of two years, automatically extending for one-year periods unless written notice is given 30 days prior to the end of the applicable term. The CEO Agreement is subject to termination upon: (a) mutual consent; (b) 60 days’ prior written notice by Mr. Vallis; (c) written notice by Mr. Vallis or the Company if either party is in material breach of the terms or conditions of the CEO Agreement and such breach is not remedied within 30 days after notice delivered; (d) five days written from the Company to Mr. Vallis where the termination is

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effective within 60 days following a change of control of the Company or (e) payment of certain termination entitlements by the Company to Mr. Vallis.

Pursuant to the terms of the CEO Agreement, Mr. Vallis may be entitled to a termination payment equal to half of one year’s annual base fee and any bonus paid, subject to an increase of up to two times one year’s annual base fee and any bonus paid in the event of certain successful financing raises by the Company. In the event of a change of control, the termination payment may be up to three times one year’s annual base fee and any bonus paid.

CFO Agreement – Jonathan Held

Effective March 1, 2018, the Company and Aloe Finance Inc. entered into a consultant agreement pursuant to which Jonathan Held is employed as the Chief Financial Officer of the Company (“ CFO Agreement ”) at an annual salary of $84,000.

The CFO Agreement was entered into for an initial term of one year, automatically extending for one-year periods unless written notice is given 60 days prior to the end of the applicable term. The CFO Agreement is subject to termination upon: (a) 60 days’ prior written notice by either Mr. Held or the Company; (b) written notice by Mr. Held or the Company if either party is in material breach of the terms or conditions of the CEO Agreement and such breach is not remedied within 30 days after notice delivered; (c) written notice to the Company if there is a material reduction in Mr. Held’s compensation or the services provided under the CFO Agreement; (d) written notice that Aloe Finance Inc. has failed to make Mr. Held available for the performance of the contracted services and such breach is not remedied within 30 days after notice delivered; (e) the occurrence of material and irreparable breach of the CFO Agreement by Mr. Held that causes significant detriment to the Company; (f) without notice if Mr. Held commits any material misrepresentation or any dishonest fraudulent act in the performance of his obligations under the CFO Agreement; (g) insolvency, bankruptcy or assignment for the benefit of credits by of Aloe Finance Inc. or Mr. Held; or (h) the death of Mr. Held or upon the Company’s reasonable determination that Mr. Held has become unable, by reason of physical or mental disability, with or without reasonable accommodation, to perform the essential functions under the CEO Agreement.

Pursuant to the terms of the CFO Agreement, Mr. Held may be entitled to a termination payment equal to one year’s annual base fee and the average of any bonuses paid in the preceding two years.

Chief Geologist Agreement – Walter Hanych

Effective March 1, 2018, the Company and Hanych Geological Consultants Ltd. entered into a consultant agreement pursuant to which Walter Hanych was employed as the Chief Executive and President of the Company (“ CG Agreement ”) at an annual salary of $120,000. The CG Agreement was amended on November 12, 2020 to change the title of Mr. Hanych from Chief Executive and President to Chief Geologist. All other terms of the CG Agreement remained as is.

The CG Agreement was entered into for an initial term of one year, automatically extending for one-year periods unless written notice is given 60 days prior to the end of the applicable term. The CG Agreement is subject to termination upon: (a) 60 days’ prior written notice by either Mr. Hanych or the Company; (b) written notice by Mr. Hanych or the Company if either party is in material breach of the terms or conditions of the CG Agreement and such breach is not remedied within 30 days after notice delivered; (c) written notice to the Company if there is a material reduction in Mr. Hanych’s compensation or the services provided under the CG Agreement; (d) written notice that Hanych Geological Consultants Ltd. has failed to make Mr. Hanych available for the performance of the contracted services and such breach is not remedied within 30 days after notice delivered; (e) the occurrence of material and irreparable breach of the CG Agreement by Mr. Hanych that causes significant detriment to the Company; (f) without notice if Mr. Hanych commits any material misrepresentation or any dishonest fraudulent act in the performance of his obligations under the CG Agreement; (g) insolvency, bankruptcy or assignment for the benefit of credits by of Hanych Geological Consultants Ltd. or Mr. Hanych; or (h) the death of Mr. Hanych or upon the Company’s reasonable determination that Mr. Hanych has become unable, by reason of physical or mental disability, with or without reasonable accommodation, to perform the essential functions under the CEO Agreement.

Pursuant to the terms of the CG Agreement, Mr. Hanych may be entitled to a termination payment equal to one year’s annual base fee and the average of any bonuses paid in the preceding two years.

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COMPENSATION OF DIRECTORS

Overview

The only arrangement under which directors are compensated by the Company and its subsidiaries for their services in their capacity as directors is that each director is eligible under the Option Plan to receive grants of Options, at the discretion of the entire Board.

Summary Compensation Table for Directors

The following table sets out all amounts of compensation provided to the directors of the Company (excluding directors who were also a Named Executive Officer) for the financial year ended October 31, 2019:

Name(1)	Fees Earned ($)	Option-based awards ($)(2)	All Other Compensation ($)	Total ($)
Stephen Timms	-	-	-	-
Keith McDowell(3)	-	-	-	-

Notes:

(1) During the year ended October 31, 2019, Walter Hanych was President & CEO, and Jonathan Held was CFO. Any compensation received by Mr. Hanych and Mr. Held in their capacity as a director is reflected in the Summary Compensation Table for Named Executive Officers, above.
(2) The Company follows the fair value method of accounting for all stock-based compensation arrangements. The values reported represent an estimate of the grant date fair value of the Options calculated in accordance with the Black-Scholes option pricing model. Please see the audited annual financial statements of the Company for the year ended October 31, 2019 for details regarding the assumptions underlying these Black-Scholes estimates. The Black-Scholes model is a pricing model that may or may not reflect the actual value of the Options. The Black-Scholes methodology was selected in order to maintain consistency with the Company's prior practice and because it is widely used by Canadian public companies for estimated option-based compensation.
(3) Keith McDowell resigned as a director of the Company on April 3, 2019. Paolo Lostritto was appointed as a director of the Company by the Board effective November 9, 2020 to fill the vacancy created by the resignation of Mr. McDowell.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth all Option-based awards held by the directors (who are not also Named Executive Officers) which were outstanding as at October 31, 2019:

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards
Name(1)	Number of Securities Underlying Unexercised Options (#)	Option exercise Price ($)	Option Expiration Date	Value of Unexercised In-the-Money Options ($)(2)
Stephen Timms	250,000	0.05	July15,2020	1,250
Keith McDowell(3)	75,000	0.08	March 20, 2023	-

Notes:

(1) During the year ended October 31, 2020, Walter Hanych was President & CEO, and Jonathan Held was CFO. Options held by Mr. Hanych and Mr. Held are reflected in the Outstanding Option-Based Awards and Share-Based Awards held by Named Executive Officers, above.
(2) Calculated by multiplying the number of Common Shares purchasable on exercise of the Options by the difference between the market price of the Common Shares at October 31, 2019 and the exercise price of the Options. The closing price of the Common Shares on the TSXV on October 31, 2019 was $0.055.
(3) Keith McDowell resigned as a director of the Company on April 3, 2019. Paolo Lostritto was appointed as a director of the Company by the Board effective November 9, 2020 to fill the vacancy created by the resignation of Mr. McDowell.
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Director Compensation - Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth information in respect of the value of awards granted to the directors of the Company, who are not also Named Executive Officers of the Company, pursuant to the Option Plan, which vested during the financial year ended October 31, 2019:

Name	Option-Based Awards - Value Vested During Year(1) ($)	Share-Based Awards - Value Vested During Year ($)	Non-Equity Incentive Plan Compensation Value Earned During Year ($)
Stephen Timms	Nil	-	-
Keith McDowell(2)	Nil	-	-

Notes:

(1) For this purpose, the Options are valued on the date of vesting. The “value vested” represents the aggregate dollar value that would have been realized if the Options had been exercised on the vesting date. This is calculated by multiplying the number of Common Shares that vested during the year by the difference between the market price of the Common Shares at the date of vesting and the exercise price of the Options.
(2) Keith McDowell resigned as a director of the Company on April 3, 2019.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

OPTION PLAN

The Option Plan, dated January 25, 2012, as amended, is the Company’s only securities-based compensation plan. It was last approved by Shareholders on June 6, 2017, and is required to be approved at the Meeting. The following description of the Option Plan is qualified in its entirety by the full text of the Option Plan, a copy of which will be supplied free of charge to any Shareholder upon written request made directly to the Company at its office located at 366 Bay Street, Suite 200, Toronto, Ontario, M5H 4B2, attention Chief Financial Officer.

The Option Plan was initially adopted by the Board on January 25, 2012, and was subsequently amended, following approval by the Shareholders, effective June 16, 2014.

The purpose of the Option Plan is to advance the interests of the Company and its Shareholders and subsidiaries by attracting, retaining and motivating the performance of selected directors, officers, employees or consultants of the Company of high caliber and potential and to encourage and enable such persons to acquire and retain a proprietary interest in the Company by ownership of its stock. The Option Plan provides that, subject to the requirements of the TSXV, the aggregate number of securities reserved for issuance, set aside and made available for issuance under the Option Plan may not exceed 10% of the issued and outstanding shares of the Company at the time of granting of Options (including all Options granted by the Company to date, if applicable). The number of Common Shares which may be reserved in any 12 month period for issuance to any one individual upon exercise of all Options held by that individual may not exceed 5% of the issued and outstanding Common Shares of the Company unless the Company has obtained disinterested shareholder approval. The number of Common Shares which may be reserved in any 12 month period for issuance to any one consultant, or to any one employee or consultant engaged in investor relations activities may not exceed 2% of the issued and outstanding Common Shares of the Company. The Option Plan provides that Options issued to consultants performing investor relations activities will vest in stages over 12 months with no more than ¼ of the Options vesting in any three month period.

The Option Plan is administered by the Board, which will have full and final authority with respect to the granting of all Options thereunder. Options may be granted under the Option Plan to such directors, officers, employees or consultants of the Company and its affiliates, if any, as the Board may from time to time designate. Options may also be granted to employees of management companies providing management services to the Company. The exercise price of any Options granted under the Option Plan shall be determined by the Board, but may not be less than the market price of the Company's shares on the TSXV on the date of the grant (less any discount permissible under TSXV rules) subject to a minimum price of $0.05. The term of any Options granted under the Option Plan shall be determined by the Board at the time of grant but, subject to earlier termination in the event of dismissal for cause, termination other than for cause or in the event of death, the term of any Options granted under the Option Plan may not exceed

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ten years. If desired by the Board, Options granted under the Option Plan may be subject to vesting. Options granted under the Option Plan are not to be transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession. Subject to certain exceptions, in the event that a director or officer ceases to hold office, Options granted to such director or officer under the Option Plan will expire 90 days after such director or officer ceases to hold office or such longer period as determined by the Board. Subject to certain exceptions, in the event that an employee, consultant or management company employee ceases to act in that capacity in relation to the Company, Options granted to such employee, consultant or management company employee under the Option Plan will expire 90 days after such individual or entity ceases to act in that capacity in relation to the Company or such longer period as determined by the Board. In the event of death of an option holder, Options granted under the Option Plan expire six months from the date of the death of the option holder, subject to the Board having the authority to extend the expiry date to a maximum of twelve months from the date of death of the option holder.

As of the date hereof, there were 16,500,000 Options (6,325,000 as at October 31, 2019) outstanding pursuant to the Option Plan, representing approximately 8.45% (6.21% as at October 31, 2019) of the issued and outstanding Common Shares. See “ Particular Matters To Be Acted On – Approval of Option Plan ”.

EQUITY COMPENSATION PLAN INFORMATION AS AT OCTOBER 31, 2019

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))
Equity compensation plans approved by securityholders(1)	6,325,000	0.078	3,866,470(2)
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	6,325,000	0.078	3,866,470(2)

Notes:

(1) The Company’s only equity compensation plan is the Option Plan. The Option Plan provides for a rolling maximum limit of 10% of the outstanding Common Shares on the date of any grant of Options thereunder.

(2) Based on a total of 101,914,704 Common Shares issued and outstanding as at October 31, 2019.

CORPORATE GOVERNANCE DISCLOSURE

Under National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Company is required to include in its information circular the disclosure required under Form 58-101F2 with respect to its corporate governance practices. In establishing its corporate governance practices, the Board has been guided by Canadian securities legislation and the TSXV guidelines for effective corporate governance, including National Policy 58-201 Corporate Governance Guidelines and other regulatory requirements such as National Instrument 52-110 Audit Committees (“ NI 52-110 ”).

Board

The Board is currently comprised of five individuals, two of whom are independent within the meaning of that term set out in NI 58-101. Robert Vallis, Walter Hanych and Jonathan Held, each executive officers of SGU, are not considered independent within the meaning of that term set out in NI 58-101.

Orientation and Continuing Education

The Company does not currently have an orientation or continuing education program for new directors.

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Directorships

None of the directors currently serve on the board of directors of any other reporting issuers (or equivalent), other than Paolo Lostritto, who is a director of Blue Thunder Mining Inc. (TSXV) and Jonathan Held who is a director of 1169071 BC Ltd. (a non-listed reporting issuer).

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 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.

Nomination of Directors

The Board as a whole is responsible for identifying and evaluating qualified candidates for nomination to the Board. In identifying candidates, the Board considers the competencies and skills that the Board considers to be necessary for the Board as a whole to possess, the competencies and skills that the Board considers each existing director to possess, the competencies and skills each new nominee will bring to the Board and the ability of each new nominee to devote sufficient time and resources to his or her duties as a director. The Board also considers candidate independence and financial acumen in making recommendations for nomination.

Compensation

At this time, the Board as a whole reviews the compensation of the Named Executive Officers and the directors. See “ Information Concerning the Company - Statement of Executive Compensation ” above.

Assessments

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 the audit committee thereof (the “ Audit Committee ”).

Board Committees

There are no committees of the Board other than the Audit Committee. The Audit Committee is comprised of Paolo Lostritto, Walter Hanych and Stephen Timms. For further information relating to the Audit Committee, see “ Information Concerning the Company - Audit Committee Disclosure ” below.

AUDIT COMMITTEE DISCLOSURE

AUDIT COMMITTEE TERMS OF REFERENCE

The overall purpose of the Audit Committee is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that through the involvement of the Audit Committee, the external audit will be conducted independently of the Company's management to ensure that the independent auditors serve the

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interests of Shareholders rather than the interests of management of the Company. The Audit Committee will act as a liaison to provide better communication between the Board and the external auditors. The Audit Committee will monitor the independence and performance of the Company's independent auditors. The charter of the Audit Committee is attached to this Information Circular as Schedule “A” .

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee is comprised of Walter Hanych, Stephen Timms and Paolo Lostritto. Each member of the Audit Committee is considered to be “financially literate” as such term is defined in NI 52-110, which includes 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 Company’s financial statements. Mr. Lostritto and Mr. Timms are considered “independent” as such term is defined in NI 52-110. Mr. Hanych is an executive officer of the Company, and is therefore not considered “independent” as such term is defined in NI 52-110.

The following sets out the education and experience of each director relevant to the performance of his duties as a member of the Audit Committee.

Walter Hanych has over 30 years of experience in varied geological environments throughout Canada and internationally. He has held positions as chief geologist and project manager on projects ranging from grass-roots to advanced mine exploration and resource development/feasibility and has been involved with various public and private resource companies with finance and corporate structure. Mr. Hanych is a registered P.Geo. in Ontario, and is a member of the Prospectors and Developers Association of Canada and Society of Economic Geologists.

Stephen Timms has enjoyed a successful career of over 25 years at IBM Canada. During his career at IBM, Mr. Timms gained significant broad based functional expertise in operations, business transformation, change management and finance. In his career with IBM, Mr. Timms has participated in numerous executive, management and leadership development courses developing his analytical skill as an innovative problem solver. He is an experienced investor in the junior mining sector. Mr. Timms holds a 4-year Bachelor of Commerce degree from the University of Toronto.

Paolo Lostritto has an extensive background in mining capital markets and working with companies across the globe since 1997. He has helped assess different companies/projects and helped finance them as they advanced through exploration, development, and production. Over his career, Mr. Lostritto was a Director of the Mining Equity Research at National Bank Financial and worked in equity research at Wellington West, Scotia Capital and TD Securities. He served as an Independent Director at Savary Gold Corp. which was sold to SEMAFO in 2019. Mr. Lostritto holds a Bachelor of Applied Science in Geological and Mineral Engineering in Rock Mechanics from the University of Toronto and he is a registered Professional Engineer in the Province of Ontario.

AUDIT COMMITTEE OVERSIGHT

The Audit Committee reviews the interim and annual financial statements and related financial reporting of SGU. The members of the Audit Committee have direct access to the external auditors of the Company. The Audit Committee and the full Board reviews the unaudited quarterly financial statements and related management's discussion and analysis of financial results. At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

FEES CHARGED BY EXTERNAL AUDITORS

Fees billed from the Company's external auditor, McGovern Hurley LLP (for the years ended October 31, 2019, 2018 and 2017 are detailed below.

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	Year Ended October 31,	Year Ended October 31,	Year Ended October 31,
	2019	2018	2017
Category	($)	($)	($)
Audit Fees(1)	24,640	24,360	20,360
Audit-Related Fees(2)	-	-	-
Tax Fees(3)	2,400	2,400	2,000
All Other Fees(4)	-	-	-
Totals	26,860	26,760	22,360

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company's financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) “All Other Fees” include all other non-audit services.

All permissible categories of non-audit services require pre-approval by the Audit Committee, subject to certain statutory exemptions.

EXEMPTION

In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or officers of the Company, nominees for election as a director of the Company, or associates of such persons have been indebted to the Company or any of its subsidiaries at any time since the beginning of the most recently completed fiscal year. No such person has been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company or any of its subsidiaries in respect of the purchase of securities or otherwise.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or executive officer of SGU, proposed nominee for election as a director of the Company, Shareholder who beneficially owns more than 10% of the Common Shares, or any associates or affiliates of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction since the commencement of the Company's last financial year. None of the foregoing persons has any interest in any proposed transaction which has materially affected or would materially affect the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

No person who has been a director or an officer of the Company at any time since the beginning of its last completed financial year, no proposed nominee for election as a director of the Company nor any associate of any such director, director nominee or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Information Circular.

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PARTICULAR MATTERS TO BE ACTED ON

1. FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The audited financial statements of the Company for the financial years ended October 31, 2017, October 31, 2018 and October 31, 2019 (the “ Financial Statements ”), together with the auditor's reports thereon (the “ Auditor's Reports ”), will be presented to Shareholders at the Meeting.

2. ELECTION OF DIRECTORS

The Company’s articles provide for a flexible number of directors, subject to a minimum of three and a maximum of 12. At the last Shareholder’s meeting held on June 6, 2017, each of Walter Hanych, Jonathan Held, Keith McDowell, and Stephen Timms were elected as directors of the Company. On April 3, 2019, Mr. McDowell resigned as a director of the Company. Mr. Paolo Lostritto was appointed as a director of the Company by the Board effective November 9, 2020 to fill the vacancy created by the resignation of Mr. McDowell. On November 12, 2020, the Board increased the number of directors of the Company to five directors and appointed Mr. Robert Vallis as a director of the Company. The Board size is currently fixed at five directors, and each of their current terms in office will expire at the Meeting.

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, approve with or without variation a resolution electing five directors to the Board, to serve until the next annual meeting of Shareholders or until their successors are elected or appointed. In order to be effective, this resolution requires the approval of not less than 50% of the votes cast by Shareholders represented at the Meeting in person or by proxy.

Shareholders have the option to: (i) vote for all of the directors of the Company listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors.

It is the intention of the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, to vote such proxies FOR the election of each of the nominees specified below as directors of the Company. If, prior to the Meeting, any vacancies occur in respect to any proposed nominees herein submitted, the persons named in the enclosed Form of Proxy intend to vote FOR the election of any substitute nominee or nominees recommended by management of the Company and FOR the remaining proposed nominees. Management of SGU has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.

The following table states the names of all persons proposed to be nominated for election as directors, the position or office now held by them, their principal occupation or employment, the date on which they became directors of SGU and the number of Common Shares of SGU beneficially owned directly or indirectly or over which they exercise control or direction.

Name, Province and Country of Residence	Office Held	Principal Occupation(1)	Director Since	Number of Common Shares owned or controlled(1)
Walter Hanych(2) Ontario, Canada	Director & Chief Geologist	Consultant and registered P.Geo. in Ontario	Feb. 2013	5,890,000
Jonathan Held Ontario, Canada	Director & CFO	Senior Manager, Aloe Finance Inc.; Consultant, chartered professional account and chartered accountant	Dec. 2012	1,434,601
Stephen Timms(2) Ontario, Canada	Director	Business and Operations Executive at IBM Canada Limited	Jul. 2015	1,125,000
Paolo Lostritto Ontario, Canada	Director	Management and Corporate Development Consultant	Nov, 2020	1,336,309
Robert Vallis Ontario, Canada	Director, CEO & President	CEO & President of the Company; Former SVP of Corporate Development of Golden Star Resources Ltd., Former VP of Business Development and Yamana Gold Inc.	Nov. 2020	1,000,000

Notes:

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(1) Information about principal occupation, business or employment and number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by respective persons set forth above.
(2) Member of the Audit Committee.

Biographical information about the proposed nominees is found below.

Walter Hanych, President, CEO and Director

Mr. Hanych is a graduate geologist (B.Sc. Hon. Geology from Laurentian University, Sudbury, Ontario) and has over 30 years of experience in varied geological environments throughout Canada and internationally. He has held positions as chief geologist and project manager on projects ranging from grass-roots to advanced mine exploration and resource development/feasibility and has been involved with various public and private resource companies with finance and corporate structure. Mr. Hanych is a registered P.Geo. in Ontario, and is a member of the Prospectors and Developers Association of Canada and Society of Economic Geologists. Since 1993 Mr. Hanych has provided his services as a geological consultant.

Jonathan Held, CFO and Director

Mr. Held is a chartered professional accountant and chartered accountant with CFO-level experience with both private and public companies. Mr. Held has worked with a number of domestic and international-resource-based businesses, including those in South America, Eastern Europe and Africa. Mr. Held has been involved in numerous successful public market transactions, including initial public offerings, reverse takeovers and financings. Mr. Held holds a Bachelor of Mathematics and Master of Accounting from the University of Waterloo.

Stephen Timms, Director

Mr. Timms has enjoyed a successful career of over 25 years at IBM Canada. Since January 2012, Mr. Timms has held the position of Business and Operations Executive at IBM Canada. During his career at IBM, Mr. Timms has gained significant broad based functional expertise in operations, business transformation, change management and finance. In his career with IBM, Mr. Timms has participated in numerous executive, management and leadership development courses developing his analytical skill as an innovative problem solver. He is an experienced investor in the junior mining sector and has served on the advisory board for Blackrock Exploration Inc. since November 2015. Mr. Timms holds a 4-year Bachelor of Commerce degree from the University of Toronto.

Paolo Lostritto, Chairman and Director

Mr. Lostritto has an extensive background in mining capital markets and working with companies across the globe since 1997. He has helped assess different companies/projects and helped finance them as they advanced through exploration, development, and production. Some of the companies where Mr. Lostritto was involved early include: Kirkland Lake Gold, Novagold and Lake Shore Gold in 2004, Romarco Minerals in 2006, Victoria Gold and Volta Resources in 2009. Mr. Lostritto is currently serving on the Board of Blue Thunder Mining Corporation, which is focused on gold exploration in Quebec near the recently discovered Nelligan deposit. Mr. Lostritto is a cofounder and board member of Interstellar Mining Inc which is focused on leveraging a leading Canadian space mining robotics group (Deltion Innovations Ltd.) along with Watts, Griffis, and McOuat Ltd.’s space mining group to develop and produce energy commercially for the rapidly growing space industry. Over his career, Mr. Lostritto was a Director of the Mining Equity Research at National Bank Financial and worked in equity research at Wellington West, Scotia Capital and TD Securities. He served as an Independent Director at Savary Gold Corp. which was sold to SEMAFO in 2019. Mr. Lostritto holds a Bachelor of Applied Science in Geological and Mineral Engineering in Rock Mechanics from the University of Toronto and he is a registered Professional Engineer in the Province of Ontario.

Robert Vallis, Director

Mr. Vallis is an accomplished senior leader and business professional with broad and progressive career developed over 25 years in the mining sector. Mr. Vallis brings to the Company a wide breadth of business and technical experience across multiple areas including corporate development, strategy and planning, business/transaction development and execution, project and team management, financial evaluations, enterprise continuous improvement

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and mine Engineering/operations. Mr. Vallis most recently was the SVP Corporate Development with Golden Star Resources. Before this, Mr. Vallis was with Yamana Gold as a Business Development executive for nearly nine years working on transactions such as the C$3.9 Billion joint acquisition of Osisko for 50% of Canada’s largest operating gold mine, and the US$395 Million acquisition of Extorre Gold Mines Ltd. for Cerro Morro (now Yamana’s highest grade operating mine). Prior to Yamana, Mr. Vallis was with Barrick Gold for 15 years in multiple global jurisdictions and roles spanning from global Evaluations & Corporate Development, Capital Projects, Mine Engineering & operations, and global Continuous Improvement. Most notably, Mr. Vallis worked on the successful US$10.4 Billion acquisition of Placer Dome, a transformative deal for Barrick and one of Canada’s largest mining M&A transactions. Mr. Vallis holds a Bachelor of Engineering degree with Dalhousie University in Mine Engineering, a Master of Business Administration degree with the University of Toronto’s Rotman School of Management and is a registered Professional Engineer in the Province of Ontario.

Penalties or Sanctions

No proposed director of SGU has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, nor has any proposed director ever entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Corporate Cease Trade Orders

No proposed director of SGU has, within the ten years prior to the date of this Information Circular, been a director, chief executive officer or chief financial officer of any company that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity) was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days.

Bankruptcies

No proposed director of SGU is at the date hereof, or has been within the ten years prior to the date of this Information Circular, a director or executive officer of any 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 comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Personal Bankruptcies

No proposed director of SGU is as at the date hereof, or has within the ten years preceding 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 individual.

3. APPOINTMENT OF AUDITORS

At the Meeting, Shareholders will be asked to reappoint McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Company, to hold office until the next annual meeting of the Company at such remuneration as may be fixed by the Board. McGovern Hurley LLP, Chartered Professional Accountants, have been the Company's auditors since January 2, 2014.

It is the intention of the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, to vote such proxies FOR the re-appointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Company.

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4. APPROVAL OF OPTION PLAN

The policies of the TSXV require all listed companies with a “rolling” stock option plan (such as the Option Plan), under which the maximum number of shares that may be reserved for issuance pursuant to the exercise of stock options is determined as a percentage of an issuer’s issued and outstanding shares, to obtain approval of their stock option plan at their annual meeting of shareholders. Accordingly, management of the Company will seek Shareholder approval of the Option Plan at the Meeting.

The Shareholders first approved the Company's Option Plan on June 16, 2014 and re-approved the Option Plan on June 6, 2017. The terms of the Option Plan are described in this Information Circular under the heading “ Information Concerning the Company - Securities Authorized for Issuance under Equity Compensation Plans – Option Plan ”.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution re-approving the Option Plan. To be effective, the resolution must be passed by at least a majority of the votes cast at the Meeting. It is the intention of the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, to vote such proxies FOR the approval of the Option Plan.

5. APPROVAL OF THE CONSOLIDATION

The Board may propose to reduce the number of Common Shares issued in order to increase its flexibility with respect to potential business transactions, including any equity financings, if determined by the Company to be advisable. Shareholders are being asked to consider and, if thought fit, to pass the special resolution (the “ Consolidation Resolution ”) authorizing the Board, in its sole discretion, to consolidate the Common Shares on the basis of one (1) new Common Share for up to five (5) old Common Shares (the “ Consolidation ”) and amending the Company’s articles accordingly. Notwithstanding approval of the Consolidation by shareholders, the Board may, in its sole discretion, revoke this special resolution, and abandon the Consolidation without further approval or action by or prior notice to shareholders.

Prior to making any amendment to affect the consolidation of Common Shares, the Company shall first be required to obtain any and all applicable regulatory and relevant TSXV approvals. If this special resolution is approved, the Consolidation will be implemented, if at all, only upon a determination by the Board that the Consolidation is in the best interests of the Company and its shareholders at that time. In connection with any determination to implement a Consolidation, the Company’s Board will set the timing for such a consolidation and select the specific ratio from within the range for a ratio set forth in the special resolution.

Certain Risks Associated with the Consolidation

There can be no assurance that the total market capitalization of the Company’s Common Shares (the aggregate value of all Common Shares at the then market price) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. In addition, there can be no assurance that the per-share market price of the Common Shares following the Consolidation will be higher than the per share market price immediately before the Consolidation or equal or exceed the direct arithmetical result of the Consolidation. In addition, a decline in the market price of the Common Shares after the Consolidation may result in a greater percentage decline than would occur in the absence of a Consolidation and the liquidity of the Common Shares could be adversely affected. There can be no assurance that, if the Consolidation is implemented, the margin terms associated with the purchase of Common Shares will improve or that the Company will be successful in receiving increased attention from institutional investors.

Principal Effects of the Consolidation

As of January 19, 2021, the Company had 195,377,242 Common Shares issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares of the Company issued and outstanding will depend on the ratio selected by the Company’s Board. The following table sets out the appropriate number of Common Shares that would be outstanding as a result of the Consolidation at the ratios suggested below.

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Table – Consolidation Ratio

Proposed Consolidation Ratio	Approximate Number of Outstanding Common Shares (Post Consolidation)(1)
1 for 5	39,075,448
1 for 2	97,688,621

Notes:

(1) The Ratios above are for information purposes only and are not indicative of the actual ratio that may be adopted by the Board to affect the Consolidation.

Tax Effect

The Consolidation will not give rise to a capital gain or loss under the Income Tax Act (Canada) for a shareholder who holds such Common Shares as capital property. The adjusted cost base to the shareholder of the new Common Shares immediately after the consolidation will be equal to the aggregate adjusted cost base to the shareholder of the old Common Shares immediately before the Consolidation.

Notice of Consolidation and Letter of Transmittal

If the Company effects the Consolidation, a letter of transmittal will be mailed to the shareholders. This letter of transmittal which will need to be duly completed and submitted by any shareholder wishing to receive share certificates representing the post-Consolidation Common Shares to which he, she or it is entitled if the Company completes the Consolidation. This letter of transmittal can be used for the purpose of surrendering certificates representing the currently outstanding Common Shares to the Company’s registrar and transfer agent in exchange for new share certificates representing whole post-Consolidation Common Shares of the Company. After the Consolidation, current issued share certificates representing pre-Consolidation Common Shares of the Company will (i) not constitute good delivery for the purposes of trades of post-Consolidation Common Shares; and (ii) be deemed for all purposes to represent the number of post-Consolidation Common Shares to which the Shareholder is entitled as a result of the Consolidation. No delivery of a new certificate to a Shareholder will be made until the Shareholder has surrendered his, her or its current issued certificates. Please do not send the letter of transmittal until the Company announces by press release that the Consolidation will become effective. The press release will contain instructions as to when the existing share certificates and the letter of transmittal are to be mailed to shareholders and sent to TSX Trust Company, the Company’s registrar and transfer agent.

Fractional Shares

No fractional common shares of the Company will be issued upon the Consolidation. All fractions of postConsolidation shares will be rounded to the next lowest whole number if the first decimal place is less than five and rounded to the next highest whole number if the first decimal place is five or greater.

Percentage Shareholdings

The Consolidation will not affect any shareholder’s percentage ownership in the Company, even though such ownership will be represented by a smaller number of Common Shares. Instead, the Consolidation will reduce proportionately the number of Common Shares held by all shareholders.

Implementation

The implementation of the special resolution is conditional upon the Company obtaining the necessary regulatory consents. The special resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Consolidation, without further approval of the Company’s shareholders. In particular, the Board may determine not to present the special resolution to the Meeting or, if the special resolution is presented to the Meeting and approved, may determine after the meeting not to proceed with completion of the proposed Consolidation and filing the articles of amendment. If the Board does not implement the Consolidation within 12 months of the Meeting, the authority granted by the special resolution to implement the Consolidation on these terms would lapse and be of no further force or effect.

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Effect on Non-registered Shareholders

Non-registered shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

Consolidation Resolution

At the Meeting, Shareholders will be asked to pass a special resolution authorizing the Board to implement the Consolidation, substantially in the form of the following resolution:

“ NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT :

The Company be and is hereby authorized to consolidate the issued and outstanding Common Shares in the capital of the Company on the basis of one (1) new Common Share for up to every five (5) Common Shares presently issued and outstanding (the “Consolidation”) and amend the Company’s Articles accordingly;
The Board of Directors are hereby authorized to determine the ratio for the Consolidation within the range of 1 to 5;
Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, prepare and file Articles of Amendment for the Company to effect the Consolidation or make any changes required by the TSXV Venture Exchange or applicable securities regulatory authorities; and
Notwithstanding the passing of this special resolution by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further notice to or approval of the Shareholders of the Company not to proceed with the Consolidation or to revoke this resolution at any time prior to the Consolidation becoming effective.”

The Board unanimously recommends that Shareholders vote in favour of the Consolidation Resolution. In order to be effective, the Consolidation Resolution must be passed by two-thirds (66⅔%) of the votes of the holders of Common Shares of the Company cast on the matter at the Meeting. In the absence of contrary instructions, the persons named in the enclosed Form of Proxy intend to vote for the passage of the Consolidation Resolution.

OTHER BUSINESS

Management is not aware of any other business to come before the Meeting other than as set forth in the Notice of Meeting of Shareholders. If any other business properly comes before the Meeting, it is the intention of the persons named in the Form of Proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Financial information relating to SGU is provided in the Company's Financial Statements and related MD&As for the financial years ended October 31, 2017, October 31, 2018 and October 31, 2019, which are available on SEDAR. Copies of this Information Circular, the Financial Statements and any interim financial statements of the Company subsequent to the Financial Statements may be obtained without charge by writing to the Chief Financial Officer of the Company at:

Signature Resources Ltd. 366 Bay Street, Suite 200

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Toronto, ON M5H 4B2 [email protected]

Additional information relating to SGU is available on SEDAR at www.sedar.com.

APPROVAL

The contents and the sending of this Information Circular to the Shareholders of the Company have been approved by the Board.

DATED at Toronto, Ontario as of the 19[th] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF SIGNATURE RESOURCES INC.

/s/ “Robert Vallis” Robert Vallis President and Chief Executive Officer

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER

COMPOSITION, PROCEDURES AND ORGANIZATION

The Committee shall consist of at least three members of the Board of Directors (the “ Board ”).
At least two (2) members of the Committee shall be independent and the Committee shall endeavour to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members' independent judgment. At least one (1) 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 applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has 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.
The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
Meetings of the Committee shall be conducted as follows:
(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
(c) management representatives may be invited to attend all meetings except private sessions with the external auditors.
The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

ROLES AND RESPONSIBILITIES

The overall duties and responsibilities of the Committee shall be as follows:

15685320.5

(a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;
(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfillment of its duties and responsibilities.
The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;
(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to the commencement of the audit;
(d) to review with the external auditors, upon completion of their audit;
(e) be non-audit services provided by the external auditors:
- (i) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and
- (ii) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.
The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:
(a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and
(d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
The Committee is also charged with the responsibility to:
(a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

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(b) review and approve the financial sections of:
- (i) the annual report to Shareholders;
- (ii) the annual information form, if required;
- (iii) annual and interim MD&A;
- (iv) prospectuses;
- (v) news releases discussing financial results of the Company; and
- (vi) other public reports of a financial nature requiring approval by the Board,
- (vii) and report to the Board with respect thereto;
(c) review regulatory filings and decisions as they relate to the Company's consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Company's consolidated financial statements;
(f) review the minutes of any audit committee meeting of subsidiary companies;
(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and
(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.
The Committee shall have the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee; and
(c) to communicate directly with the internal and external auditor.

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AI assistant

Signature Resources Ltd. — Proxy Solicitation & Information Statement 2021

46757_rns_2021-01-29_1056e0fa-373d-4211-b0fc-adff81e8f0e4.pdf

SIGNATURE RESOURCES LTD.

NOTICE OF MEETING OF SHAREHOLDERS

Notice-and-Access

Website Where Meeting Materials are Posted

Obtaining Paper Copies of Materials

Voting

SPECIAL MEASURES IN RESPONSE TO THE CURRENT COVID-19 (CORONAVIRUS) OUTBREAK

SIGNATURE RESOURCES LTD.

INFORMATION CIRCULAR

in respect of an Annual General and Special Meeting to be held on Monday, March 1, 2021

PURPOSE OF SOLICITATION

GENERAL INFORMATION RESPECTING THE MEETING

Shareholders are reminded to review this Information Circular before voting.

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

VOTING OF PROXIES

SPECIAL MEASURES IN RESPONSE TO THE CURRENT COVID-19 (CORONAVIRUS) OUTBREAK

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Compensation Philosophy and Objectives of the Compensation Program

What the Compensation Program is Designed to Reward

Each Element of Compensation and Why the Company Chooses to Pay Each Element

How the Company Determines the Amount for Each Element

Base Salaries

Options

Risk Assessment and Oversight

Hedging Activities

Compensation Governance

SUMMARY COMPENSATION TABLE FOR NAMED EXECUTIVE OFFICERS

INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards

Incentive Plan Awards - Value Vested or Earned During the Year

Pension Plan Benefits

Deferred Compensation Plans

Termination of Employment or Change of Control

CEO Agreement – Robert Vallis

CFO Agreement – Jonathan Held

Chief Geologist Agreement – Walter Hanych

COMPENSATION OF DIRECTORS

Overview

Summary Compensation Table for Directors

Outstanding Option-Based Awards and Share-Based Awards

Notes:

Director Compensation - Incentive Plan Awards - Value Vested or Earned During the Year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

OPTION PLAN

EQUITY COMPENSATION PLAN INFORMATION AS AT OCTOBER 31, 2019

CORPORATE GOVERNANCE DISCLOSURE

Board

Orientation and Continuing Education

Directorships

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

Board Committees

AUDIT COMMITTEE DISCLOSURE

AUDIT COMMITTEE TERMS OF REFERENCE

COMPOSITION OF AUDIT COMMITTEE

AUDIT COMMITTEE OVERSIGHT

FEES CHARGED BY EXTERNAL AUDITORS

EXEMPTION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

PARTICULAR MATTERS TO BE ACTED ON

1. FINANCIAL STATEMENTS AND AUDITOR'S REPORT

2. ELECTION OF DIRECTORS

Walter Hanych, President, CEO and Director

Jonathan Held, CFO and Director

Stephen Timms, Director

Paolo Lostritto, Chairman and Director

Robert Vallis, Director

Penalties or Sanctions

Corporate Cease Trade Orders

Signature Resources Ltd. Proxy Solicitation & Information Statement 2021