Silver Valley Metals Corp. - Proxy Solicitation & Information Statement 2021

ORGANIMAX NUTRIENT CORP.

MANAGEMENT INFORMATION CIRCULAR

As at June 14, 2021 unless otherwise noted

FORWARD LOOKING STATEMENTS

Except for statements of historical fact contained herein, the information presented herein constitutes "forward–looking statements" or "information" (collectively " statements "), as such terms are used in the applicable Canadian securities laws and similar Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Forward-looking statements include, but are not limited to, statements with respect to commercial mining operations, anticipated mineral recoveries, projected quantities of future mineral production, interpretation of drill results, anticipated production rates and mine life, operating efficiencies, capital budgets, costs and expenditures and conversion of mineral resources to proven and probable mineral reserves.

Investors are cautioned that all forward-looking statements involve risks and uncertainties, including, without limitation, changes in market and competition, technological and competitive developments, cooperation and performance of strategic partners, and potential downturns in economic conditions generally. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included should not be unduly relied upon.

Except as required by law, the Company assumes no obligation to update forward-looking statements if circumstances of management's estimates, beliefs or opinions should change. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors described in the section of the Circular entitled "Risk Factors".

This document uses the terms "measured", "indicated" and "inferred" mineral resources. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. Readers are cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.

SOLICITATION OF PROXIES

This Management Information Circular is furnished in connection with the solicitation of proxies by the management of Organimax Nutrient Corp. (“Organimax” or the “Company”) for use at the annual and special meeting of shareholders (the “Meeting”) of the Company

to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting.

VOTING PROCEDURES

Who Can Vote

You are entitled to vote if you were a holder of common shares of Organimax as of the close of business on June 14, 2021 (the “Record Date”). Each common share is entitled to one vote.

How to Vote

If you are eligible to vote and your shares are registered in your name, you can vote your shares in person at the Meeting or by signing and returning your form of proxy by mail in the envelope provided or by fax to the number indicated on the form or online at the website indicated on the form. Please see “registered Shareholders” below.

If your shares are not registered in your name but are held by a nominee (usually a bank, trust company, securities broker or other financial institution,), please see “Non-Registered Shareholders” below.

Soliciting Proxies

The management of Organimax is soliciting your proxy. It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally or by telephone by directors, officers or employees of the Company at nominal cost. The cost of this solicitation will be borne by the Company.

Transfer Agent

Our transfer agent is Endeavor Trust Company of Canada.

Quorum

Quorum is needed to transact business at the Meeting. Quorum for the transaction of business at a meeting of shareholders is two shareholders, or one or more proxyholder(s) representing two shareholders, or one member and a proxyholder representing another shareholder.

Confidentiality

Your proxy vote is confidential. Proxies are received, counted and tabulated by Endeavor Trust. Endeavor Trust does not disclose the results of individual shareholder votes unless: they contain a written comment clearly intended for management; in the event of a proxy contest or proxy validation issue; or if necessary to meet legal requirements.

REGISTERED SHAREHOLDERS

You are a registered shareholder if you hold your shares in your own name and have a physical share certificate.

Voting by Proxy

When you vote by proxy, you appoint the officers and/or directors of Organimax named in the proxy form to vote according to your instructions, or you can appoint someone else to attend the Meeting and vote for you. You can submit your proxy as follows:

By Mail or Fax

The completed proxy must be deposited at the office of Endeavor Trust Corporation, Proxy Department 702, 777 Hornby Street, Vancouver, BC V6Z 1S4 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the meeting.

A shareholder who has given a proxy may revoke it by an instrument in writing delivered to the office of Endeavor Trust Corporation, Proxy Department, or to the registered office of the Company at 2110, 650 West Georgia Street, Vancouver, BC V6B 4N8, at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, or to the Chairman of the meeting or any adjournment thereof, or in any other manner provided by law.

Online

To complete your voting instructions online, go to http://www.eproxy.ca/. If you are voting online, you will need the control number on the upper right-hand side of the proxy.

By Appointing Someone Else

If you prefer, you can appoint someone else, who need not be a shareholder of Organimax, to attend the Meeting and vote for you. Follow the instructions on the enclosed proxy. For your vote to count, please make sure the person you appoint:

is aware that he or she has been appointed and attends the Meeting; and
registers with the Scrutineer upon arrival at the Meeting.

Voting in Person

If you plan to vote in person at the Meeting:

do NOT complete or return the proxy. Your vote will be taken and counted at the Meeting; and
register with the Scrutineer when you arrive at the Meeting.

Your vote can only be counted if you attend the Meeting and vote.

Your Voting Instructions

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Management Information Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not known to management should properly

come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named persons.

NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders (“Non-Registered Shareholders”) because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, this Management Information Circular and the form of proxy (which includes a place to request copies of the Company’s audited annual consolidated financial statements and/or interim consolidated financial report and MD&A or to waive the receipt of the audited annual consolidated financial statements and/or interim consolidated financial report and MD&A and a consent to electronic delivery) (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Voting Instructions

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company , will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a barcode and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Endeavor

Trust Attention: Proxy Department, 1702 – 777 Hornby St., Vancouver, BC V6Z 1S4 or by facsimile at 1-604-559-8908 (Canada and US).

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the shares of the Company they beneficially own. In the absence of such direction, such shares will be voted in favour of the passing of all the resolutions described below. “Routine” proposals typically include the ratification of the appointment of the Company’s independent registered chartered accountants. The election of directors, the non-binding advisory resolution accepting the Company’s approach to executive compensation and the resolution approving certain amendments to the restricted share unit plan of the Company, on the other hand, are each “non-routine” proposals.

Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

Every nominee has its own instructions on how to return your voting instruction form, but generally you can submit your form as follows:

By Mail or Fax

Complete the enclosed voting instruction form, sign and return it in the envelope provided, or fax to the number on the form.

Online

If you want to submit your voting instructions online, see the enclosed voting instructions form for details.

By Appointing Someone Else

If you prefer, you can appoint someone else, who need not be a shareholder of Organimax, to attend the Meeting and vote for you. Follow the instructions on the enclosed voting instruction form. For your vote to count, please make sure the person you appoint:

is aware that he or she has been appointed and attends the Meeting; and
registers with the Scrutineer upon arrival at the Meeting.

If you are voting by instruction, you are subject to an earlier deadline so that your nominee has enough time to submit your instructions to us. Every nominee has its own procedures to follow, therefore please read your voting instruction form carefully.

Voting in Person

If you plan to vote in person at the Meeting:

nominate yourself as proxyholder by printing your name in the space provided on the enclosed voting instruction form. Your vote will be counted at the Meeting so do NOT complete the voting instructions on the form;
sign and return the form , following the instructions provided by your nominee; and
register with the Scrutineer when you arrive at the Meeting.

You may also nominate yourself as proxyholder online, if available, by typing your name in the “Appointee” section on the electronic ballot.

If you bring your voting instruction form to the Meeting, your vote will not count. Your vote can only be counted if you have followed the instructions above and attend the Meeting and vote in person.

Your Voting Instructions

If you do not specify how you want to vote, the appointed proxyholders will vote FOR each item of business. If you appointed someone else to attend the Meeting and vote on your behalf, he or she can vote as they see fit.

If you submit your voting instructions and later wish to change them, you may re-submit your instructions prior to the cut-off time noted above. The latest instructions will be recognized as the only valid ones.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Common Shares without par value (the “Common Shares”) and an unlimited number of preference shares without par value, of which 30,294,785 Common Shares are issued and outstanding.

Only the holders of Common Shares are entitled to vote at the Meeting and the holders of Common Shares are entitled to one vote for each Common Share held. The directors of the Company fixed June 14, 2021 as the record date for the determination of the shareholders entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Company, as of the date of this Circular, no person beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding common shares of the Company.

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

Other than as disclosed elsewhere herein, none of the following persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors:

(a) any director or executive officer of the Company at any time since the commencement of the Company’s last completed financial year;
(b) any proposed nominee for election as a director of the Company; and
(c) any associate or affiliate of any of the foregoing persons.

ANNUAL MEETING BUSINESS

Election of Directors

The number of directors on the board of directors is currently set at four (4). Management of the Company proposes to nominate the persons named in the following table for election as Directors of the Company. The term of each of the current directors of the Company will expire at the Meeting and each Director elected will hold office until the next Annual General Meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a Director. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees set out below. Management does not contemplate that any of the nominees will be unable to serve as a director.

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

Name and Present Office Held	Director Since	# of Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised at the Date of This Information Circular	Principal Occupation and if not at Present an Elected Director, Occupation During the Past Five (5) Years
Brandon Rook, President, CEO and Director	April 12, 2019	2,333,333 shares	Businessman, geologist
Timothy Mosey(1)(2)(3), Director	August 16, 2018	533,333 shares	Businessman, geologist, mining engineer
Clive Massey(1)(2)(3), Director	February 1, 2021	NIL	Businessman
Darrell Podowski(1)(2)(3), Director	April 6, 2021	80,000 shares	Lawyer

NOTES:

(1) Member of Audit Committee (2) Member of Compensation Committee (3) Member of Corporate Governance Committee

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Company acting solely in such capacity.

The Company has established a number of committees, the current members of which are as follows:

Audit	Compensation	Corporate Governance
Tim Mosey Clive Massey Darrell Podowski	Tim Mosey Clive Massey Darrell Podowski	Tim Mosey Clive Massey Darrell Podowski

Audit Committee Disclosure

The Company is required to disclose certain information relating to its audit committee pursuant to National Instrument 52-110, Audit Committees . Reference is made to the Company’s disclosure in their MD&A, which may be found on SEDAR at www.sedar.com.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation of Officers

The Company does not have a formal pre-determined compensation plan. Rather, the Compensation Committee informally assesses the performance of the named executive officers (or “ NEOs ”, as defined below) and considers a variety of factors generally, both objective and subjective, when determining compensation levels. For the financial year ended June 30, 2020 the objective of the Company’s compensation strategy was to ensure that compensation for its NEOs was sufficiently attractive to recruit, retain and motivate high performing individuals to assist the Company in achieving its goals.

Compensation for the NEOs is composed primarily of two components: base fees and stock based compensation.

Base Fees:

Base Fees form an essential component of Organimax’s compensation strategy as they are key to the Company remaining competitive. These fees are fixed and therefore not subject to uncertainty, and can be used as the base to determine other elements of compensation and benefits.

In determining the base fees of executive officers, the Compensation Committee considers the following:

a) the recommendations of the Chief Executive Officer of the Company (other than with respect to the compensation of the President and Chief Executive Officer);
b) the particular responsibilities related to the position;
c) the experience, expertise and level of the executive officer;
d) the executive officer’s length of service to the Company; and
e) the executive officer’s overall performance based on informal feedback.

There is no mandatory framework that determines which of the above-referenced factors may be more or less important and the emphasis placed on any of these factors is at the discretion of the Compensation Committee and may vary among the executive officers. In respect of the base fees paid to the Chief Executive Officer, the Board of Directors also broadly considered the

performance of the Chief Executive Officer against the Company’s performance in the previous year. The Company does not engage in benchmarking and did not focus on any particular performance metric.

Long-Term Incentives:

The Compensation Committee believes that granting stock options to officers, directors, consultants and employees encourages retention and more closely aligns the interests of such key personnel with the interests of Shareholders while at the same time not drawing on the limited cash resources of the Company.

The Company does not utilize a set of formal objective measures to determine long-term incentive entitlements, rather, long-term incentive grants, such as stock options, to NEOs are determined in a discretionary manner on a case by case basis, but having consideration to the number of options previously granted. There are no other specific quantitative or qualitative measures associated with option grants and no specific weights are assigned to any criteria individually, rather, the performance of the Company is broadly considered as a whole when determining the number of stock based compensation (if any) to be granted and Organimax does not focus on any particular performance metric.

NEO Compensation

The Board of Directors:

a) will periodically review the terms of reference for the Company’s NEOs and recommend any changes;
b) will review the compensation of the NEOs and make recommendations; and
c) reviews, and if appropriate recommends for approval, any agreements between the Company and the NEOs, including protections in the event of a change of control or other special circumstances, as appropriate.

The components of the NEO compensation are the same as those that apply to the other senior executive officers of the Company, namely base salary and long-term incentives in the form of stock options.

The Compensation Committee reviews and ensures that the compensation of the NEOs complies with the principles underlying the Company’s overall compensation philosophy. The Board of Directors believes that the compensation paid to each NEO during the most recently completed fiscal year was commensurate with the NEO’s position, experience and performance.

Named Executive Officers:

Pursuant to applicable securities regulations, the Company must disclose the compensation paid to its “Named Executive Officers” (or “NEOs”). This includes the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and the other three most highly compensated executive officers provided that disclosure is not required for those executive officers, other than

the Chief Executive Officer and Chief Financial Officer, whose total compensation did not exceed $150,000. During the fiscal year ended June 30, 2020, the Named Executive Officers were:

(a) Brandon Rook, Chief Executive Officer, April 12, 2019 to present; (b) Dong Shim, Chief Financial Officer, April 24, 2018 to present;

The following table sets forth, for the periods indicated, the compensation of the Named Executive Officers.

Summary Compensation Table

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)(1)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compen sation ($)	Total compen sation ($)
					Annual incentiv e plans	Long- term incentive plans
Brandon Rook President, CEO & Director (April 12, 2019 to present)	2020	112,308	Nil	Nil	Nil	Nil	Nil	$10,000	$122,308
	2019	Nil	Nil	Nil	Nil	Nil	Nil	$25,000	$25,000
Timothy Mosey (Resigned as President & CEO April 12, 2019, Director)	2019	N/A	N/A	N/A	N/A	N/A	N/A	$105,00 0	$105,000
Dong Shim Chief Financial Officer	2020	Nil	Nil	Nil	Nil	Nil	Nil	$52,000	$52,000
	2019	Nil	Nil	Nil	Nil	Nil	Nil	$50,000	$50,000

Incentive Plan Awards

The following table sets forth details for all awards currently outstanding for each of the NEOs at the end of the most recently completed financial year:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
Name and principal position	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) (1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)
Brandon Rook President, CEO & Director	NIL	NIL	NIL	NIL	NIL	NIL
Dong Shim Chief Financial Officer	NIL	NIL	NIL	NIL	NIL	NIL

Pension Plan Benefits and Deferred Compensation Plans

The Company and its subsidiaries do not have any pension plan arrangements in place, nor do they have any deferred compensation plans.

Director Compensation

The Company has no arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultants or experts during the most recently completed financial year or subsequently, up to and including the date of this information circular.

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

The following table sets forth information concerning individual grants of options to purchase securities of the Company made during the most recently completed financial year to the Directors of the Company (not including compensation paid to NEO’s, whose compensation is as a director is fully reflected in the chart above entitled “ Summary Compensation Table” ):

Name	Fees Earned ($)	Sha re- bas ed awa rds ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pensio n value ($)	All other compensati on ($)	Total compensati on ($)
Timothy Mosey, Director	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Clive Massey, Director (appointed February 1, 2021)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Darrell Podowski, Director (appointed April 6, 2021)	NIL	NIL	NIL	NIL	NIL	NIL	NIL

Incentive Plan Awards

The following table sets forth details for all awards currently outstanding for each of the directors, not including the NEOs, at the end of the most recently completed financial year:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
Name and principal position	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)
Timothy Mosey, Director	NIL	NIL	NIL	NIL	NIL	NIL
Clive Massey, Director	NIL	NIL	NIL	NIL	NIL	NIL
Darrell Podowski, Director	NIL	NIL	NIL	NIL	NIL	NIL

CORPORATE GOVERNANCE

Board of Directors

3 of the 4 members of the Board are independent: Timothy Mosey, Clive Massey, and Darrell Podowski. The non-independent director is Brandon Rook (President and Chief Executive Officer).

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems.

Directorships

Certain directors are also directors of other public companies as follows:

Director	Public Company
Brandon Rook	Nexco Resources (NXU:CSE) Cliffmont Resources (CMO.TSXV) Universal Copper Ltd.(UNV.TSXV)
Clive Massey	Kiplin Metals Inc. (KIP.TSXV) Resolve Ventures Inc. (RSV.TSXV) Universal Copper Ltd.(UNV.TSXV)

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the individuals names above is or has been within the past ten years a director, chief executive officer or chief financial officer of any company that:

a) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of ore than 30 consecutive days that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
b) was subject to a cease trade order or similar order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of the individuals named above is or has been within the past ten years, 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 compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or has, within the past ten years 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 assets of the proposed director.

Orientation and Continuing Education

Orientation and education of new members of the Board is conducted informally by management and members of the Board. The orientation provides background information on the Company’s history, performance and strategic plans.

Corporate Governance and Nominating

The Corporate Governance and Nominating Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the governance of the Company and its relationship with senior management. The committee’s role includes developing and monitoring the effectiveness of the Company’s system of corporate governance, assessing the effectiveness of individual directors, the Board of Directors and various board committees, assisting the Board of Directors in setting the objectives for the CEO, evaluating CEO performance, and ensuring appropriate corporate governance and proper delineation of the roles, duties and responsibilities of management , the Board of Directors and its committees. The committee is responsible for recommending to the Board of Directors a set of corporate governance principles and reviewing those principles at least once a year. In addition, the Committee is responsible for identifying and recommending candidates qualified to become directors and Board of Directors committee members and to ensure that an effective CEO succession plan, including emergency succession, is in place. The members of the Corporate Governance and Nominating Committee are Timothy Mosey and Todd Ha, who are both independent directors.

Compensation

The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to compensation. The committee’s role includes establishing a remuneration and benefits plan for directors, executives and other key employees and reviewing the adequacy and form of compensation of directors and senior management. The Company reviews and approves corporate goals and objectives relevant to the compensation of the CEO, evaluates the performance of the CEO in light of those goals and objectives, and sets the CEO’s compensation level based on the evaluation, subject to approval of the Board of Directors. The committee recommends to the Board of Directors, from time to time, the remuneration to be paid by the Company to directors in light of time commitment, fees paid by comparable companies and responsibilities. The committee is also responsible for establishing a plan of succession, undertaking the performance evaluation of the CEO and making recommendations to the Board of Directors. The committee also reviews and approves any hirings, transfers, promotions and severance or similar termination payments proposed to be made to any current or former member of senior management of the Company. The committee also reviews and makes recommendations to the Board of Directors regarding the Company’s incentive compensation plans and equity-based plans. The current members of the Compensation Committee are Timothy Mosey, Clive Massey and Darrell Podowski, all of whom are independent directors.

Other Board Committees

The Board has no other committees other than the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the board of directors of the Company, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the last completed financial year.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary of the Company at any time during the Company’s last financial year, the proposed nominees for election to the board of directors of the Company, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor any associate or affiliate of any such person, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction, which has materially affected or would materially affect the Company.

MANAGEMENT CONTRACTS

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

APPOINTMENT OF AUDITOR

Management of the Company proposes to nominate Smythe, LLP, for appointment as auditors of the Company to hold office until the next Annual General Meeting of the shareholders at remuneration to be fixed by the directors. Smythe, LLP has been the Company’s auditors since October 2020.

AUDIT COMMITTEE

The Audit Committee reviews the annual and quarterly financial statements of the Company, oversees the annual audit process, the Company’s internal accounting controls, the resolution of issues identified by the Company’s auditors and recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders at the next annual general meeting. In addition, the Audit Committee meets annually with the external auditors of the Company.

Composition of Audit Committee

The Company is required to have an Audit Committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or of an affiliate of the Company. The Company’s current Audit Committee consists of Timothy Mosey, Clive Massey and Darrrell Podowski, all of whom are independent. Multilateral Instrument 52-110 – Audit Committees , (“ MI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. All of the directors of the Company are financially literate.

Relevant Education and Experience

Timothy Mosey

Mr. Mosey has 30 years of experience in the mining industry, most recently in the private equity investment space at Resource Capital Funds (RCF) and Traxys. As the managing director of the Traxys projects investment fund, Mr. Mosey was directly responsible for the investment and management of projects around the globe. In a career focused on technical due diligence and project finance, Mr. Mosey has reviewed projects from around the world, travelled extensively to more than 60 countries on six continents and has gained experience across the commodity spectrum, from precious, base and minor metals to ferro alloys, rare earths, industrial minerals, coal and uranium. Mr. Mosey holds a Bachelor of Science degree in geological engineering from South Dakota School of Mines and a Master of Science degree in mining engineering from the Colorado School of Mines.

Clive Massey

Mr. Massey has held directorships and senior management positions with numerous TSX Venture Exchange listed companies. Ove the last 30 years he has been responsible for the raising of tens of millions in equity for those companies. He was previously CEO of Redhill Resources, Windfire Capital, Aldever Resources, Prescient Mining and Universal Uranium. He has also acted in an Investor Relations and or Corporate Finance capacity for Lumina Copper, Pacific Rim Mining, Marifil Mines, Sumo Minerals, Greystar Resources and the North Air Group of Companies.

Darrell Podowski

Mr. Podowski has over 28 years of international experience in the mining industry and is highly regarded as one of the top mining lawyers globally. Darrell was previously in-house corporate counsel to Teck Resources Limited, and is currently one of the key M&A lawyers for Antofagasta Minerals SA and Freeport-McMoRan Inc. for each of their respective worldwide project acquisitions and exploration projects. He currently is a partner with the national law firm Cassels Brock & Blackwell LLP, and previous to that, he was a lawyer at a number of other major law

firms, including one off-shore. Darrell has acted for numerous junior, mid-level and senior mining companies during his legal career. Prior to his legal career, he was an oil and gas exploration geophysicist with Amoco Canada Petroleum Company.

Audit Committee Charter

The Audit Committee Charter is available upon request to the Company’s Corporate Secretary.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the board of directors of the Company.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

(a) the exemption in section 2.4 ( De Minimis Non-audit Services) of MI 52-110; or
(b) an exemption from MI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Board of Directors has adopted a pre-approval policy requiring that the Audit Committee preapprove the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor’s independence.

Audit Fees

The following table sets forth the fees paid or accrued by the Company to the former auditor, Manning Elliott LLP for services rendered in the last two fiscal years:

	2020 Fiscal year	2019 Fiscal year
Audit Fees (for audit of Organimax’s annual financial statements for the respective years)	$27,500	$20,000
Audit-Related Fees	-	-
Total Fees	$27,500	$20,000

Exemption

The Company is a “venture issuer” as defined in MI 52-110 and is relying on the exemption in section 6.1 of MI 52110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting

Obligations ).

Assessments

The Board monitors on an ongoing basis the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

SHARE UNIT PLAN

The Board adopted a Share Unit Plan to be effective June 11, 2021. The material terms of Share Unit Plan are set out below.

SUMMARY OF THE SHARE UNIT PLAN

The Company wishes to adopt the Share Unit Plan to assist the Company in the recruitment and retention of highly qualified employees, directors and service providers by providing a means to reward performance, to motivate participants under the Share Unit Plan to achieve important corporate and personal objectives and, through the proposed issuance by the Company of Common Shares under the Share Unit Plan, to better align the interests of participants with the long-term interests of Shareholders. A copy of the Share Unit Plan is appended as Appendix “A” hereto.

If approved by Shareholders, the Share Unit Plan will be administered by the Compensation Committee of the Board. Employees, directors and service providers of the Company and its designated subsidiaries will be eligible to participate in the Share Unit Plan. In accordance with the terms of the Share Unit Plan, the Company, under the authority of the Board through the Compensation Committee, will approve those employees, directors and service providers who are entitled to receive Share Units and the number of Share Units to be awarded to each participant. Share Units awarded to participants will be credited to them by means of an entry in a notional account in their favour on the books of the Company. Each Share Unit awarded will conditionally entitle the participant to receive cash, one Common Share without par value in the capital of the Company, or a combination thereof, as determined by the Compensation Committee, in an amount equal to the volume weight average trading price as defined and calculated pursuant to the rules and policies of the TSX Venture Exchange, as amended from time to time (“ Market Price ”) of the Share Unit, upon attainment of the Share Unit vesting criteria. Each grant of Share Units will be subject to any policy of the Company that may be in place from time to time relating to the “clawback” of the value of any Share Units in certain circumstances.

The vesting of Share Units pursuant to the Share Unit Plan, if approved by Shareholders, may be conditional upon the expiry of time-based vesting conditions, performance-based vesting conditions or a combination of the two. The duration of the vesting period, performance criteria and other vesting terms applicable to the grant of the Share Units will be determined at the time of the grant by the Compensation Committee. In the case of time-based vesting, the Company currently expects to adopt three-year vesting period, except in the event of a “Change of Control”.

Once the Share Units vest pursuant to the Share Unit Plan, if approved by Shareholders, the participant will be entitled to receive, and the Company will issue and/or pay, a pay-out in cash, Common Shares or a combination thereof with respect to those vested Share Units. The expiry date of Share Units will be the date on which the Share Units lapse as specified in the grant agreement or in accordance with the Share Unit Plan. Pursuant to the terms of the proposed Share Unit Plan, on the date a participant has left the employ or office with the Company or on such date a participant’s service contract is terminated, Share Units in such participant’s account which are unvested shall terminate and be forfeited. All unvested or expired Share Units will be available for future grants.

The maximum number of Common Shares which may be reserved, set aside and made available for issuance under the Share Unit Plan, if approved by the Shareholders, will not exceed 10% of the number of issued and outstanding Common Shares at such time; and when combined with securities available for issuance under any other security-based compensation arrangement of the Company, shall not exceed 20% of the issued and outstanding Common Shares of the Company.

As of June 11, 2021, there were no Share Units outstanding, representing 0% of the Company’s issued and outstanding Common Shares. Assuming the Share Unit Plan is approved by Shareholders, 3,004,479 Share Units will be available for grant representing 10% of the Company’s issued and outstanding Common Shares. The number of Share Units which may be issuable under the Plan and all of the Company’s other security based compensation arrangements within any one year period: a) to any one participant, shall not exceed 5% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis; and (b) to any one eligible consultant shall not exceed 2% of the total number of issued and outstanding Common Shares on the Grant Date on a non-diluted basis.

The number of Share Units that may be granted to non-employee directors under the Share Unit Plan, if the Share Unit Plan is approved by Shareholders, in combination with all other equity awards granted to non-employee directors under any other security-based compensation arrangement of the Company, at any time, shall be limited to an annual equity award value (based on grant date fair value as determined by the Board) of $150,000 per non-employee director, provided that the total value (based on grant date fair value as determined by the Board) of options issuable to any one non-employee director in any 12 month period will not exceed $100,000.

Assuming the Share Unit Plan is approved by Shareholders, at any time within one year from the date of a “Change of Control” (meaning (i) the direct or indirect acquisition by a person, or group of persons, acting jointly, or in concert, of Common Shares which total more than (A) 50% of the then outstanding Common Shares; or (B) 30% of the then outstanding Common Shares followed, within 12 months of such acquisition, by the removal by Shareholders of more than 51% of the then incumbent directors or the election by Shareholders of a majority of the directors to the Board who were not nominees of the Board immediately preceding such election, (ii) the sale of all or substantially all of the assets of the Company, or the consummation of a transaction which has substantially the same effect, or (iii) a transaction which has substantially the same effect as (i) or (ii)) if a participant who was also an officer or employee of, or service provider to, the Company prior to the “Change of Control” has their employment or service contract or position with the Company or the continuing entity resulting or continuing from the “Change of Control” (as applicable), terminated without cause, or altered in such a way that the holder is effectively constructively dismissed from their position with the Company, all outstanding Share Units held by such participant shall vest and the payout date in connection with such participant’s Share Units shall be accelerated to the date of such participant’s termination or dismissal and the

Company shall issue Common Shares and/or pay cash to such participant with respect to such Share Units. In the event the Share Units are subject to performance based vesting conditions and are accelerated as a result of a “Change of Control”, then an assessment shall be done by the Compensation Committee and the Compensation Committee shall accelerate only to the extent that such performance based vesting conditions are considered in the Plan Administrator’s discretion to have been satisfied.

Share Units under the proposed Share Unit Plan will not be assignable or transferable other than by operation of law, except, if and on such terms as the Company may permit, to a spouse or minor children or grandchildren or a personal holding company or family trust controlled by a participant, the sole shareholders or beneficiaries of which, as the case may be, are any combination of the participant, the participant’s spouse, minor children or minor grandchildren, and after the participant’s lifetime shall enure to the benefit of and be binding upon the participant’s designated beneficiary, on such terms and conditions as are appropriate for such transfers.

Pursuant to the proposed Share Unit Plan, the Company may, without notice, at any time and from time to time, without Shareholder approval, amend the Share Unit Plan, any entitlements granted thereunder or any provisions thereof in such manner as the Company, in its sole discretion, determines appropriate including, without limitation:

(a) for the purposes of making formal minor or technical modifications to any of the provisions of the Share Unit Plan;
(b) to correct any ambiguity, defective provision, error or omission in the provisions of the Share Unit Plan;
(c) to change the vesting and/or termination provisions applicable to Share Units provided that such change does not entail an extension of the expiry date of the Share Units beyond the original Expiry Date of the Share Units;
(d) to preserve the intended tax treatment of the benefits provided by the Share Unit Plan, as contemplated therein; or
(e) to make any amendments necessary or advisable because of any change in applicable laws;

provided, however, that:

(f) no such amendment to the Share Unit Plan may be made without the consent of each affected participant if such amendment would adversely affect the rights of such affected participant(s) under the Share Unit Plan; and
(g) Shareholder approval shall be obtained in accordance with the requirements of the TSX for any amendment that results in;
(i) any increase in the number of Common Shares reserved for issuance under the Share Unit Plan or the maximum number of Common Shares available for issuance pursuant to the Share Unit Plan;
(ii) the cancellation and re-issuance of Share Units;
(iii) the extension of the term of a Share Unit beyond the original expiry date;
(iv) the removal or exceeding of the limitations on Common Shares issuable to non- employee directors;
(v) permitting Share Units to be transferable or assignable other than for normal estate settlement purposes;
(vi) the removal or exceeding of the limitation on Common Shares issuable to insiders; or
(vii) an amendment to the amendment provisions of the Share Unit Plan.

APPROVAL OF THE SHARE UNIT PLAN

At the Meeting, Shareholders will be asked to consider, and if deemed appropriate, to pass, without or without variation, the following ordinary resolutions (the “Share Unit Plan Resolutions”):

RESOLVED THAT

The Share Unit Plan, as described in this Information Circular, is hereby approved, and the Company is hereby authorized to issue securities pursuant to the Share Unit Plan;
The Board be and is hereby authorized and directed to reserve a sufficient number of Common Shares to satisfy the requirements for the issuance of Common Shares under the Share Unit Plan;
The unallocated entitlements under the Share Unit Plan are hereby approved and the Company will have the ability to grant units under the Share Unit Plan until the date that is three years from the date of the Meeting, being July 21, 2024; and
Any director or officer of the Company be and is hereby authorized and directed to take all such action and execute and deliver all such documents as any such director or officer may, in his or her sole discretion, determine are necessary, desirable or useful to implement the foregoing resolutions.

Pursuant to TSX policies, all unallocated options, rights or entitlements under a security-based compensation arrangement which does not have a fixed maximum number of securities issuable, must be approved by the listed issuer’s security holders every three years after the institution of the arrangement. Accordingly, if the Share Unit Plan is approved by Shareholders, the Company will be able to grant Share Units pursuant to the terms of the Share Unit Plan until July 21, 2024.

The Board recommends that Shareholders vote FOR the Share Unit Plan Resolutions. Unless otherwise instructed, Common Shares represented by proxies in favour of management will be voted FOR the Share Unit Plan Resolutions.

If the Shareholders do not approve the Share Unit Plan Resolutions, the Board will not be able to implement the Share Unit Plan. This means that the Board will not be able to grant share unit entitlements settled in Common Shares of the Company. In the event that the Share Unit Plan Resolutions are approved, grants of Share Units going forward will be subject to and governed by the terms of the Share Unit Plan.

RE-APPROVAL OF STOCK OPTION PLAN

Re-Approval and Ratification of 10% Rolling Stock Option Plan

The Company currently has a 10% Rolling Stock Option Plan (the "Plan"), which was last approved by the shareholders of the Company on February 7, 2018. The number of common shares which may be issued pursuant to options previously granted and those granted under the Plan is a maximum of 10% of the issued and outstanding common shares at the time of the grant. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities nor is a consultant. Under Exchange policy, all such rolling stock option plans which set the number of common shares issuable under the plan at a maximum of 10% of the issued and outstanding common shares must be approved and ratified by shareholders on an annual basis.

Therefore, at the Meeting, shareholders will be asked to pass a resolution in the following form:

"UPON MOTION IT WAS RESOLVED that the Company approve and ratify, subject to regulatory approval, the Plan pursuant to which the directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of the grant, with a maximum of 5% of the Company’s issued and outstanding shares being reserved to any one person on a yearly basis."

The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to five years as determined by the Board of Directors of the Company and are required to have an exercise price no less than the closing market price of the Company’s shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the Exchange. Pursuant to the Plan, the Board of Directors may from time to time authorize the issue of options to directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion. The Plan provides that if a change of control, as defined therein, occurs, all shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

The full text of the Plan is available for viewing up to the date of the Meeting at the Company's Registered Offices located at 2110, 650 West Georgia Street, Vancouver, BC V6B 4N8, and will also be available for review at the Meeting.

Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote for the approval and ratification of the Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information is provided in the Company’s audited financial statements and MD&A for the year ended June 30, 2020. Shareholders may contact the Company at 2110, 650 West Georgia Street, Vancouver, BC V6B 4N8 or by telephone at (604) 689-1280 to request copies of the Company’s financial statements and MD&A including audited financial statements for the year ended June 30, 2020.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

DATED at Vancouver, British Columbia, this 16[th] day of June, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS

“Brandon Rook” Brandon Rook President & CEO

APPENDIX “A”

SHARE UNIT PLAN

1. PURPOSE

1.1 This Plan has been established by the Corporation to assist the Corporation in the recruitment and retention of highly qualified directors, employees and consultants by providing a means to reward superior performance, to motivate Participants under the Plan to achieve important corporate and personal objectives and, through the issuance of Share Units in the Corporation to Participants under the Plan, to better align the interests of Participants with the long-term interests of Shareholders.
PLAN DEFINITIONS AND INTERPRETATIONS

In this Plan, the following terms have the following meanings:

(a) “ Account ” means the bookkeeping account established and maintained by the Corporation for each Participant in which the number of Share Units of the Participant are recorded;
(b) “ Applicable Law ” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;
(c) “ Beneficiary ” means any person designated by the Participant as his or her beneficiary under the Plan in accordance with Section 14.1 or, failing any such effective designation, the Participant’s legal representative;
(d) “ Board ” means the Board of Directors of the Corporation;
(e) “ Cause ” has the meaning ascribed to the phrase “cause” or “just cause for termination” under the laws of British Columbia;
(f) “ Change of Control ” means:
(i) the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act (British Columbia) and the rules and regulations thereunder) of voting securities of the Corporation which, together with any other voting securities of the Corporation held by such person or company or persons or companies, constitute, in the aggregate, more than 50% of all outstanding voting securities of the Corporation;
(ii) an amalgamation, arrangement or other form of business combination of the Corporation with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding voting securities of the Corporation (including a merged or successor company) resulting from the business combination; or

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(iii) the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than a subsidiary of the Corporation or other than in the ordinary course of business of the Corporation;
(g) “ Committee ” means the Compensation Committee of the Board or any other committee or person designated by the Board to administer the Plan, provided, however, if the Company ceases to qualify as a “foreign private issuer” (as defined in Rule 3b-4 under the Exchange Act), the Committee shall be a committee of the Board comprised of not less than two Directors, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3;
(h) “ Consultant Company ” means for an individual Eligible Consultant, a company or partnership of which the individual is an employee, shareholder or partner;
(i) “ Corporation ” means Canada Rare Earth Corp. and its respective successors and assigns, and any reference in the Plan to action by the Corporation means action by or under the authority of the Board or any person or committee that has been designated for the purpose by the Board including, without limitation, the Committee;
(j) “ Designated Subsidiary ” means an entity (including a partnership) in which the Corporation holds, directly or indirectly, a majority voting interest and which has been designated by the Corporation for purposes of the Plan from time to time;
(k) “ Director ” means a bona fide director of the Corporation or any of its Designated Subsidiaries;
(l) “ Eligible Consultant ” means an individual or Consultant Company, other than an Employee, that (i) is engaged to provide on a bona fide basis consulting, technical, management or other services to the Corporation or any Designated Subsidiary under a written contract between the Corporation or the Designated Subsidiary and the individual or Consultant Company, (ii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Designated Subsidiary, and (iii) does not provide services in connection with the offer or sale of securities in a capitalraising transaction and does not directly or indirectly promote or maintain a market for the registrant's securities;
(m) “ Employee ” means a bona fide employee of the Corporation or any of its Designated Subsidiaries or any combination or partnership of such corporations;
(n) “ Employer ” means the Corporation, the Designated Subsidiary or the combination or partnership of such corporations that employs the Participant or that employed the Participant immediately prior to the Participant’s Termination Date;
(o) “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;
(p) “ Expiry Date ” means, with respect to Share Units granted to a Participant, the date determined by the Corporation for such purpose for such grant, which date shall be no later than the earlier of the date which is (i) ten years from the Grant Date and (ii) two years after the Participant’s Termination Date and shall, in all cases,

regardless of any other section of this Plan, be in compliance with the requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph 248(1)(k) of the Income Tax Act (Canada), as such section may be amended or re-enacted from time to time;

(q)
“ Fiscal Year ” means a fiscal year of the Corporation;
(r) “ Good Reason ” means the occurrence of any one or more of the following without a Participant’s written consent:
(i) a material diminution in the Participant’s position or duties, responsibilities, title or office in effect immediately prior to a Change of Control, which includes any removal of the Participant from or any failure to re-elect or reappoint the Participant to any such position or office;
(ii) a material reduction in the Participant’s overall annual compensation for services provided to the Corporation in the cumulative amount of 5% or more within a 12 month period;
(iii) any change to the terms or conditions of the employment of the Participant that would constitute “constructive dismissal” as that term is defined at common law which the Company fails to remedy within thirty (30) days of receiving written notice from the Participant of any such change;
(iv) the Corporation making a material change to the location of the Corporation’s offices and/or relocating the Participant to any place other than the location at which the Participant reported for work on a regular basis immediately prior to a Change of Control or a place within 15 kilometres of that location; or
(v) a material breach by the Corporation of this Plan.
(s) “ Grant Agreement ” means an agreement between the Corporation and a Participant under which Share Units are granted, together with such amendments, deletions or changes thereto as are permitted under the Plan;
(t) “ Grant Date ” of a Share Unit means the date a Share Unit is granted to a Participant under the Plan;
(u)
“ Insider ” has the meaning given to such term in Policy 1.1 of the TSXV Policies;
(v) “ Joint Actor ” means a person acting “jointly or in concert with” another person within the meaning of Section 96 of the Securities Act (British Columbia) or as such section may be amended or re-enacted from time to time;
(w) “ Market Value ” with respect to a Share as at any date means the arithmetic average of the closing price of the Shares traded on the TSX-V for the five (5) trading days on which a board lot was traded immediately preceding such date (or, if the Shares are not then listed and posted for trading on the TSX-V, on such stock exchange on which the Shares are then listed and posted for trading as may be selected for such purpose by the Corporation). In the event that the Shares are

not listed and posted for trading on any stock exchange, the Market Value shall be the Market Value of the Shares as determined by the Board in its discretion, acting reasonably and in good faith;

(x) “ Participant ” means a full-time or part-time Employee, an Eligible Consultant or a Director who, in any such case, has been designated by the Corporation for participation in the Plan provided that investor relations service providers shall not be eligible Participants;
(y) “ Payout Date ” means a date selected by the Corporation, in accordance with and as contemplated by Sections 3.2, 6.1 and 7.1;
(z) “ Plan ” means this Share Unit Plan;
(aa) “ Reorganization ” means any (i) capital reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or other scheme of reorganization;
(bb) “ Rule 16b-3 ” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation;
(cc) “Section 409A ” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended , and the Treasury Regulations promulgated thereunder as in effect from time to time;
(dd) “ Securities Act ” means the U.S. Securities Act of 1933, as amended;
(ee) “ Shareholders ” means the holders of Shares;
(ff) “ Shares ” mean common shares of the Corporation and includes any securities of the Corporation into which such common shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed, pursuant to a Reorganization or otherwise;
(gg) “ Share Unit ” means a unit credited by means of an entry on the books of the Corporation to a Participant pursuant to the Plan, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit one Share, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;
(hh) “ Stock Exchange Rules ” means the applicable rules of any stock exchange upon which Shares are listed;
(ii) “ Termination Date ” means the date on which a Participant ceases, for any reason including resignation, termination, death or disability, to be an active Employee, an Eligible Consultant, or a Director, as the case may be, and, in the case of a Participant who is an Employee, where the employment is terminated by the Employer, whether wrongful or for Cause or otherwise, such date shall be the date notice of termination is provided and, in the case of a Participant who is an Eligible Consultant, the date the written contract between the Eligible Consultant and the Corporation or any Designated Subsidiary is terminated or expires and the Eligible Consultant no longer provides services thereunder;
(jj) “ TSX-V ” means the TSX Venture Exchange;
(kk) “ TSX-V Policies ” means the policies included in the TSX Venture Exchange Corporate Finance Manual and “TSX-V Policy” means any one of them; and
(ll) “ Vested Share Units ” shall mean Share Units in respect of which all vesting terms and conditions set forth in the Plan and the applicable Grant Agreement have been either satisfied or waived in accordance with the Plan.
2.2 In this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.
GRANT OF SHARE UNITS AND TERMS
3.1 The Corporation may grant Share Units to such Participant or Participants in such number and at such times as the Corporation may, in its sole discretion, determine, as a bonus or similar payment in respect of services rendered by the Participant for a Fiscal Year or otherwise as compensation, including as an incentive for future performance by the Participant.
3.2 In granting any Share Units pursuant to Section 3.1, the Corporation shall designate:
(a) the number of Share Units which are being granted to the Participant;
(b) any time based conditions as to vesting of the Share Units to become Vested Share Units;
(c) any performance based conditions as to vesting of the Share Units to become Vested Share Units;
(d) the Payout Date, which shall in no event be later than the Expiry Date; and
(e) the Expiry Date;

which shall be set out in the Grant Agreement.

3.3 The conditions may relate to all or any portion of the Share Units in a grant and may be graduated such that different percentages of the Share Units in a grant will become Vested Share Units depending on the extent of satisfaction of one or more such conditions. The Corporation may, in its discretion and having regard to the best interests of the Corporation, subsequent to the Grant Date of a Share Unit, waive any such conditions, provided that the waiver of such conditions will not accelerate the time of payment with respect to such Share Units, and the payout will occur on the Payout Date as set forth in the Grant Agreement or pursuant to Sections 7.1 or 8.3 of the Plan, if applicable.

4. GRANT AGREEMENT

4.1 Each grant of a Share Unit will be set forth in a Grant Agreement containing terms and conditions required under the Plan and such other terms and conditions not inconsistent herewith as the Corporation may, in its sole discretion, deem appropriate.
SHARE UNIT GRANTS AND ACCOUNTS
5.1 An Account shall be maintained by the Corporation for each Participant. On the Grant Date, the Account will be credited with the Share Units granted to a Participant on that date.
PAYOUTS
6.1 On each Payout Date, the Participant shall be entitled to receive, and the Corporation shall issue or provide, a payout with respect to those Vested Share Units in the Participant’s Account to which the Payout Date relates, in one of the following forms:
(a) subject to the limitations set forth in Section Error! Reference source not found. below, Shares issued from treasury equal in number to the Vested Share Units in the Participant’s Account to which the Payout Date relates, subject to any applicable deductions and withholdings;
(b) subject to and in accordance with any Applicable Law, Shares purchased by an independent administrator of the Plan in the open market for the purposes of providing Shares to Participants under the Plan equal in number to the Vested Share Units in the Participant’s Account to which the Payout Date relates, subject to any applicable deductions and withholdings;
(c) the payment of a cash amount to a Participant on the Payout Date equal to the number of Vested Share Units in respect of which the Corporation makes such a determination, multiplied by the Market Value on the Payout Date, subject to any applicable deductions and withholdings; or
(d) any combination of the foregoing,

as determined by the Corporation, in its sole discretion.

6.2 No fractional Shares shall be issued and any fractional entitlements will be rounded down to the nearest whole number.
6.3 Shares issued by the Corporation from treasury under Section 6.1(a) of this Plan shall be considered fully paid in consideration of past service that is no less in value than the fair equivalent of the money the Corporation would have received if the Shares had been issued for money.
6.4 The Corporation or a Designated Subsidiary may withhold from any amount payable by the Corporation to a Participant, including income or any other payments, such amount as may be necessary so as to ensure that the Corporation or the Designated Subsidiary will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of a Participant. Each of the Corporation or a Designated Subsidiary shall also have the right in its discretion to satisfy any such withholding tax liability by retaining, acquiring or selling on behalf of a Participant any Shares which would otherwise be issued to a Participant hereunder.

7. CHANGE OF CONTROL

7.1 Subject to Section 16 hereof, notwithstanding the conditions as to vesting of Share Units contained in any individual Grant Agreement, if at any time within one year from the date of a Change of Control: (i) a Participant’s relationship with the Corporation is terminated by the Corporation other than for Cause or (ii) a Participant resigns for Good Reason, all outstanding Share Units held by such Participant shall become Vested Share Units and the Payout Date in connection with such Participant’s Vested Share Units shall be accelerated to the date of such Participant’s termination or resignation for Good Reason and the Corporation shall issue Shares to such Participants with respect to such Vested Share Units in accordance with Sections 6 and 8; provided that in the event that any Share Units are subject to performance-based vesting conditions, then the vesting of such Share Units shall accelerate only to the extent that such performance-based vesting conditions have been satisfied and further provided that if a performance-based vesting condition is, in the Board’s discretion, capable of being partially performed, then vesting shall be accelerated on a pro rata basis to reflect the degree to which the vesting condition has been satisfied, as determined by the Board. Notwithstanding the foregoing nor the conditions as to vesting of Share Units contained in any individual Grant Agreement, the vesting and payout of Share Units held by a Participant engaged in Investor Relation Activities shall not be accelerated without prior TSX-V approval.

8. TERMINATION OF EMPLOYMENT AND FORFEITURES

8.1 Unless otherwise determined by the Corporation pursuant to Section 7.1 or 8.2, on a Participant’s Termination Date, any Share Units in a Participant’s Account which are not Vested Share Units shall terminate and be forfeited.
8.2 Notwithstanding Section 8.1, where a Participant ceases to be an Employee as a result of the termination of his or her employment without Cause, then in respect of each grant of Share Units made to such Participant, at the Corporation’s discretion, all or a portion of such Participant’s Share Units may be permitted to continue to vest, in accordance with their terms, during any statutory or common law severance period or any period of reasonable notice required by law or as otherwise may be determined by the Corporation in its sole discretion.
8.3 Except (i) as otherwise provided in Section 16, (ii) to the extent that a Participant’s Vested Share Units are subject to U.S. Federal Income Tax, and (iii) to the extent that Section 409A applies to a Participant’s Vested Share Units; then in the event a Participant’s Termination Date is prior to the Payout Date with respect to any Vested Share Units in such Participant’s Account, the Payout Date with respect to such Vested Share Units shall, notwithstanding any provision in the Grant Agreement, be accelerated to the Participant’s Termination Date and the Corporation shall, as soon as practicable following such Termination Date, issue Shares such Participant, or Beneficiary thereof, as applicable, with respect to such Vested Share Units in accordance with Section 6.

9. FORFEITED UNITS

9.1 Notwithstanding any other provision of the Plan or a Grant Agreement, Share Units granted hereunder shall terminate on, if not redeemed or previously terminated and forfeited in accordance with the Plan, and be of no further force and effect after, the Expiry Date.

10. ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN

10.1 In the event that the Shares shall be subdivided or consolidated into a different number of Shares or a distribution shall be declared upon the Shares payable in Shares, the number of Share Units then recorded in the Participant’s Account shall be adjusted by replacing such number by a number equal to the number of Shares which would be held by the Participant immediately after the distribution, subdivision or consolidation, should the Participant have held a number of Shares equal to the number of Share Units recorded in the Participant’s Account on the record date fixed for such distribution, subdivision or consolidation.
10.2 In the event there shall be any change, other than as specified in Section 10.1, in the number or kind of outstanding Shares or of any shares or other securities into which such Shares shall have been changed or for which they shall have been exchanged, pursuant to a Reorganization or otherwise, then there shall be substituted for each Share referred to in the Plan or for each share into which such Share shall have been so changed or exchanged, the kind of securities into which each outstanding Share shall be so changed or exchanged and an equitable adjustment shall be made, if required, in the number of Share Units then recorded in the Participant’s Account, such adjustment, if any, to be reasonably determined by the Committee and to be effective and binding for all purposes.
10.3 In the case of any such substitution, change or adjustment as provided for in this Section 10, the variation shall generally require that the aggregate Market Value of the Share Units then recorded in the Participant’s Account prior to such substitution, change or adjustment will be proportionately and appropriately varied so that it be equal to such aggregate Market Value after the variation.
RESTRICTIONS ON ISSUANCES
11.1 The number of Shares which may be reserved for issuance under the Plan:
(a) shall not exceed 3,004,079 Shares, or such greater number of Shares as shall have been duly approved by the Board and, if required by the TSX-V or any other stock exchange on which the Shares of the Corporation may then be listed, by the Shareholders; and
(b) in combination with the aggregate number of Shares which may be issuable under any and all of the Corporation’s security based compensation arrangements in existence from time to time, including the Corporation’s stock option plan, shall not exceed 20% of the total number of issued and outstanding Shares on a non-diluted basis, or such greater number of Shares as shall have been duly approved by the Board and, if required by the TSX-V or any other stock exchange on which the Shares of the Corporation may then be listed, by the Shareholders.
11.2 The number of Shares which may be issuable under the Plan and all of the Corporation’s other security based compensation arrangements in existence from time to time on and after the effective date of the Plan, within any one-year period:
(a) to any one Participant, shall not exceed 5% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; and
(b) To any one Eligible Consultant shall not exceed 2% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis.
11.3 The number of Share Units granted to non-Employee Directors under the Plan, in combination with all other equity awards granted to non-Employee Directors under any other security based compensation arrangement, shall be limited to an annual equity award value (based on grant date fair value as determined by the Board) of $150,000 per non-Employee Director, provided that the total value (based on grant date fair value as determined by the Board) of stock options issuable to any one non-Employee Director in any one year period shall not exceed $100,000.
11.4 The number of Share Units (or portions thereof) that: (i) have been settled or paid-out; or (ii) have expired or been forfeited, surrendered, cancelled or otherwise terminated prior to the delivery of the Shares pursuant to a grant of Share Units, shall, in each case, automatically become available to be made and subject to new grants under this Plan. In addition, the number of Share Units (or portions thereof) that the Corporation settles in cash in lieu of settlement in Shares shall automatically become available to be made the subject of new grants under this Plan.
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
12.1 Subject to the provisions herein, the Plan may be amended, suspended or terminated at any time by the Board in whole or in part. No amendment of the Plan shall, without the consent of the Participants affected by the amendment, or unless required by Applicable Law, adversely affect the rights accrued to such Participants with respect to Share Units granted prior to the date of the amendment.
12.2 The Corporation may, without notice, at any time and from time to time, with the approval of the TSX-V and without shareholder approval, amend the Plan or any provisions thereof in such manner as the Corporation, in its sole discretion, determines appropriate, including, without limitation:
(a) for the purposes of making formal minor or technical modifications to any of the provisions of the Plan;
(b) to correct any ambiguity, defective provision, error or omission in the provisions of the Plan;
(c) to change the vesting provisions of Share Units;
(d) to change the termination provisions of Share Units or the Plan which does not entail an extension beyond the original Expiry Date of the Share Units;
(e)
to make the amendments contemplated by Section 16.1(f); or
(f) to make any amendments necessary or advisable because of any change in Applicable Law;
provided, however, that:
(g) no such amendment of the Plan may be made without the consent of each affected Participant in the Plan if such amendment would adversely affect the rights of such affected Participant(s) under the Plan; and
(h) shareholder approval shall be obtained in accordance with the requirements of the TSX-V for any amendment that results in:
- (i) an increase in the maximum number of Shares issuable under Sections Error! Reference source not found. and Error! Reference source not found. of the Plan (other than pursuant to Section 10);
- (ii) an extension of the Expiry Date for Share Units granted to Insiders under the Plan;
- (iii) other types of compensation through Share issuance;
- (iv) an expansion of the rights of a Participant to assign Share Units other than as set forth in Section 15.2;
- (v) the addition of additional categories of Participants (other than as contemplated by Section 10);
- (vi) an amendment to the number of Share Units which may be granted to nonEmployee Directors as set out in Section 11.3 of this Plan; or
- (vii) an amendment to the amendment provisions of the Plan contained in this Article 12.
12.3 If the Corporation terminates the Plan, Share Units previously credited shall, at the discretion of the Corporation, either (a) be settled immediately in accordance with the terms of the Plan in effect at such time, or (b) remain outstanding and in effect and settled in due course in accordance with the applicable terms and conditions, in either case without shareholder approval.

13. ADMINISTRATION

13.1 Unless otherwise determined by the Board, the Plan shall be administered by the Committee subject to Applicable Laws. The Committee shall have full and complete authority to interpret the Plan, to prescribe such rules and regulations and to make such other determinations as it deems necessary or desirable for the administration of the Plan. All actions taken and decisions made by the Committee shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Participants and their beneficiaries and legal representatives, each Designated Subsidiary and the Corporation. All expenses of administration of the Plan shall be borne by the Corporation.
13.2 The Corporation shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection with the administration of the Plan and the discharge of its duties. At such times as the Corporation shall determine, the Corporation shall furnish the Participant with a statement setting forth the details of his or her Share Units including the Grant Date and the Vested Share Units and unvested Share Units held by each Participant. Such statement shall be deemed to have been accepted by the

Participant as correct unless written notice to the contrary is given to the Corporation within 30 days after such statement is given to the Participant.

13.3 The Corporation may, at its discretion, appoint one or more persons or companies to provide services in connection with the Plan including without limitation, administrative and record-keeping services.

14. BENEFICIARIES AND CLAIMS FOR BENEFITS

14.1 Subject to the requirements of Applicable Law, a Participant may designate in writing a Beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in such form and executed and filed in such manner as the Corporation may from time to time determine.
GENERAL
15.1 The transfer of an Employee from the Corporation to a Designated Subsidiary, from a Designated Subsidiary to the Corporation or from a Designated Subsidiary to another Designated Subsidiary, shall not be considered a termination of employment for the purposes of the Plan, nor shall it be considered a termination of employment if a Participant is placed on such other leave of absence which is considered by the Corporation as continuing intact the employment relationship.
15.2 The Plan shall enure to the benefit of and be binding upon the Corporation, its successors and assigns. The interest of any Participant under the Plan or in any Share Unit shall not be transferable or assignable other than by operation of law, except, if and on such terms as the Corporation may permit, to a spouse or minor children or grandchildren or a personal holding company or family trust controlled by a Participant, the sole shareholders or beneficiaries of which, as the case may be, are any combination of the Participant, the Participant’s spouse, the Participant’s minor children or the Participant’s minor grandchildren, and after his or her lifetime shall enure to the benefit of and be binding upon the Participant’s Beneficiary, on such terms and conditions as are appropriate for such transferees to be included in the class of transferees who may rely on a Form S-8 registration statement under the Securities Act to sell shares received pursuant to the Share Unit; provided that in the event that an interest of a Participant in any Share Unit is assigned or transferred hereunder as a result of the Participant’s death, either pursuant to Section 8.2 or because such Share Units are Vested Share Units as of the date of the Participant’s death but the Payout Date has not yet occurred, then the Payout Date shall be no later than the date that is one year from the date of the Participant’s death.
15.3 The Corporation’s grant of any Share Units or issuance of any Shares hereunder is subject to compliance with Applicable Law applicable thereto. As a condition of participating in the Plan, each Participant agrees to comply with all Applicable Law and agrees to furnish to the Corporation or a Designated Subsidiary all information and undertakings as may be required to permit compliance with Applicable Law.
15.4 A Participant shall not have the right or be entitled to exercise any voting rights, receive any distribution or have or be entitled to any other rights as a Shareholder in respect of any Share Units.
15.5 Neither designation of an Employee as a Participant nor the grant of any Share Units to any Participant entitles any Participant to the grant, or any additional grant, as the case may be, of any Share Units under the Plan. Neither the Plan nor any action taken thereunder shall interfere with the right of the Corporation or a Designated Subsidiary to terminate a Participant’s employment, or service under contract, at any time. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall be considered as extending the period of employment for the purposes of the Plan.
15.6 Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any Employee’s employment or any consultant’s contractual relationship with the Corporation or a Designated Subsidiary.
15.7 The Plan shall be an unfunded obligation of the Corporation. Neither the establishment of the Plan nor the grant of any Share Units or the setting aside of assets by the Corporation (if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. The right of the Participant or Beneficiary to receive a Payout pursuant to the Plan shall be no greater than the right of other unsecured creditors of the Corporation.
15.8 This Plan is established under the laws of the Province of British Columbia and the rights of all parties and the construction of each and every provision of the Plan and any Share Units granted hereunder shall be construed according to the laws of the Province of British Columbia.
SECTION 409A
16.1 It is intended that the provisions of this Plan will comply with IRS Code Section 409A, and the interpretive guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements and in-kind distributions, and this Plan shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Subject to the provisions of Section 12, to the extent that any provision of this Plan would fail to comply with the applicable requirements of 409A, the Corporation may, in its sole and absolute discretion, and without requiring Participant’s consent, make such modifications to the Plan and/or payments/grants thereunder to the extent it deems necessary or advisable to comply with the requirements of 409A; provided, however, that the Corporation shall in no event be obligated to pay any interest, compensation or penalties in respect of such modifications. Participant acknowledges that the Corporation is authorized to amend this Plan, to void or amend any election made by participant under this Plan, and/or to delay the payment of any benefit under this Plan, in each case, in such manner as may be determined by Corporation, in its sole and absolute discretion, to be necessary and appropriate to comply with 409A. Participant hereby releases and holds harmless the Corporation, its directors, officers and shareholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by Participant as a result of the application of 409A. Nothing in this Plan shall be construed as a guarantee of any particular tax effect for the Participant’s compensation and benefits and the Corporation does not guarantee that any compensation or benefits provided under this Plan will satisfy the provisions of 409A.
(a) Except as permitted under Section 409A, any Share Units, or payment with respect to Share Units, may not be reduced by, or offset against, any amount owing by the Participant to the Corporation or any Designated Subsidiary.
(b) If a Participant otherwise would become entitled to receive payment in respect of any Share Units as a result of his or her ceasing to be an Employee, an Eligible Consultant or Director upon a Termination Date, any payment made on account of such person ceasing to be an Employee or Eligible Consultant shall be made at that time only if the Participant has experienced a “separation from service” (within the meaning of Section 409A).
(c) Notwithstanding any provision of this Plan to the contrary, if a Participant is a “specified employee” (within the meaning of Section 409A) at the time he or she otherwise would be entitled to payment or arrangement as a result of his or her separation from service, and does not otherwise qualify under the exemptions under Treas. Regs, Section 1.409A-1 (including without limitation, the short term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A1(b)(9)(iii)(A)) payment shall be delayed and paid or provided on the earlier of (a) the date which is six months after Participant’s “separation from service” for any reason other than death, or (b) the date of Participant’s death. Upon expiration of the foregoing delay period, all payments and benefits delayed pursuant to this delay period (whether they would have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Plan shall be paid or provided in accordance with the normal payment dates specified for them herein.
(d) A Participant’s status as a specified employee shall be determined by the Corporation as required by Section 409A on a basis consistent with the regulations under Section 409A and such basis for determination will be consistently applied to all plans, programs, contracts, agreements, etc. maintained by the Corporation that are subject to Section 409A.
(e) Each Participant, any beneficiary or the Participant’s estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such Participant in connection with this Plan (including any taxes and penalties under Section 409A), and neither the Corporation nor any Designated Subsidiary or affiliate shall have any obligation to indemnify or otherwise hold such Participant or beneficiary or the Participant’s estate harmless from any or all of such taxes or penalties.
(f) If and to the extent that Share Units would otherwise become payable upon a Change of Control as defined in the Plan, such payment will occur at that time only if such change of control also constitutes a “change in ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets of the Corporation” as defined under Section 409A and applicable regulations (a “409A Change in Control”). If a Change of Control as defined in the Plan is not also a 409A Change in Control, unless otherwise permitted under Section 409A the time for the payment of Share Units will not be accelerated and will be payable pursuant to the terms of the Plan and applicable Grant Agreement as if such Change of Control had not occurred.
(g) In the event that the Committee determines that any amounts payable under the Plan will be taxable to a Participant under Section 409A prior to payment to such Participant of such amount, the Corporation may, subject to the provisions of

Section 12, (i) adopt such amendments to the Plan and Share Units and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Grant Agreement and/or (ii) take such other actions as the Corporation determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A.

(h) In the event the Corporation terminates the Plan in accordance with Section 12.3, the time and manner of payment of amounts that are subject to 409A will be made in accordance with the rules under Section 409A. The Plan will not be terminated except as permitted under Section 409A. No change to the termination provisions of Share Units or the Plan pursuant to Section 12.2(d) will be made except as permitted under Section 409A.

EFFECTIVE DATE: Effective June 11, 2021.

AI assistant

Silver Valley Metals Corp. — Proxy Solicitation & Information Statement 2021

45539_rns_2021-06-28_3672645c-9863-48eb-8783-0d969b5ecb3b.pdf

ORGANIMAX NUTRIENT CORP.

MANAGEMENT INFORMATION CIRCULAR

FORWARD LOOKING STATEMENTS

SOLICITATION OF PROXIES

VOTING PROCEDURES

Who Can Vote

How to Vote

Soliciting Proxies

Transfer Agent

Quorum

Confidentiality

REGISTERED SHAREHOLDERS

Voting by Proxy

By Mail or Fax

Online

By Appointing Someone Else

Voting in Person

Your Voting Instructions

NON-REGISTERED SHAREHOLDERS

Voting Instructions

By Mail or Fax

Online

By Appointing Someone Else

Voting in Person

Your Voting Instructions

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

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

ANNUAL MEETING BUSINESS

Election of Directors

NOTES:

Audit Committee Disclosure

STATEMENT OF EXECUTIVE COMPENSATION

Compensation of Officers

Base Fees:

Long-Term Incentives:

NEO Compensation

Named Executive Officers:

Summary Compensation Table

Incentive Plan Awards

Pension Plan Benefits and Deferred Compensation Plans

Director Compensation

Incentive Plan Awards

CORPORATE GOVERNANCE

Board of Directors

Directorships

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Orientation and Continuing Education

Corporate Governance and Nominating

Compensation

Other Board Committees

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE

Composition of Audit Committee

Relevant Education and Experience

Timothy Mosey

Clive Massey

Darrell Podowski

Audit Committee Charter

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Audit Fees

Exemption

Assessments

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

SHARE UNIT PLAN

SUMMARY OF THE SHARE UNIT PLAN

provided, however, that:

APPROVAL OF THE SHARE UNIT PLAN

RESOLVED THAT

The Board recommends that Shareholders vote FOR the Share Unit Plan Resolutions. Unless otherwise instructed, Common Shares represented by proxies in favour of management will be voted FOR the Share Unit Plan Resolutions.

RE-APPROVAL OF STOCK OPTION PLAN

Re-Approval and Ratification of 10% Rolling Stock Option Plan

Silver Valley Metals Corp. Proxy Solicitation & Information Statement 2021