Snowline Gold Corp. — AGM Information 2021

Apr 6, 2021

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NOTICE OF ANNUAL GENERAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 4, 2021

March 23, 2021

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF SNOWLINE GOLD CORP.

To the shareholders of Snowline Gold Corp.:

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the “ Meeting ”) of the holders of common shares (the “ shares ”) of Snowline Gold Corp. (the “ Company ”) will be held as a virtual shareholders’ meeting via teleconference, dial in number +1-416-764-8658 (local) or +1-888886-7786 (toll free in North America), on Tuesday, May 4, 2021 at 10:00 a.m. (Vancouver time), for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended August 31, 2020 and the auditor’s report thereon;

2. to set the number of directors for the ensuing year at five;

3. to elect the directors of the Company for the ensuing year;

4. to appoint Hay & Watson, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix its remuneration; and

5. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

This year, to proactively deal with the unprecedented public health impact of the novel coronavirus (“ COVID-19 ”) pandemic, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our annual meeting in a virtual only format, which will be conducted via teleconference, dial in number +1-416-7648658 (local) or +1-888-886-7786 (toll free in North America). Shareholders in other jurisdictions can request their local dial-in number directly from customercare@accutel.com.

Only registered shareholders and duly appointed proxyholders will be able to vote in real time at the Meeting via conference call. Once dialed in, instructions will be provided as to how shareholders entitled to vote at the Meeting may participate and vote at the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting via conference call. Non-registered shareholders (being shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) who have not duly appointed themselves as proxyholder will not be able to attend the Meeting via conference call as guests.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy and detailed instructions about how to participate in the virtual Meeting are set forth in the management information circular which accompanies, and is deemed to form a part of, this notice of meeting.

Registered shareholders are requested to complete, sign, date and return the enclosed form of proxy either in the addressed envelope enclosed to Computershare Trust Company of Canada, Attn: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or via fax to 1-866-249-7775 (toll free North America) or 1-416-263-9524 (International). Alternatively, registered shareholders may vote by telephone by calling 1-866-732-8683 (toll free) or by using the internet at www.investorvote.com. In each case, proxies must be received not later than 10:00 a.m. (Vancouver time) on April 30, 2021, or at least 48 hours (excluding Saturdays and holidays), before the time for holding the Meeting or any adjournment thereof.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you will not be entitled to vote at the Meeting.

A shareholder who wishes to appoint a person other than the proxyholders identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder in order to attend and vote at the Meeting) must carefully follow the instructions in the management information circular and on their form of proxy or voting instruction form accompanying this notice of meeting.

The Company reserves the right to take any additional precautionary measures in relation to the Meeting in response to further developments in respect of the COVID-19 pandemic that the Company considers necessary or advisable. Changes to the Meeting time, date or location and/or means of holding the Meeting may be announced by way of news release. Please monitor the Company’s news releases for updated information. The Company advises you to check its website one week prior to the Meeting date for the most current information. The Company does not intend to prepare or mail an amended management information circular in the event of changes to the Meeting format.

DATED at Vancouver, British Columbia, this 23[rd] day of March, 2021.

BY ORDER OF THE BOARD

“Nikolas Matysek” Nikolas Matysek CEO and Director

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SNOWLINE GOLD CORP. MANAGEMENT INFORMATION CIRCULAR

(as at March 23, 2021, unless indicated otherwise)

SOLICITATION OF PROXIES

This management information circular (the “ Information Circular ”) is provided in connection with the solicitation of proxies by the management of Snowline Gold Corp. (the “ Company ”) for use at the annual general meeting of the holders of common shares (the “ shares ”) of the Company to be held on May 4, 2021 (the “ Meeting ”), at the time and place and for the purposes set out in the accompanying notice of meeting and at any adjournment thereof. The solicitation will be made by mail and may also be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company. The Company will bear the cost of this solicitation. The Company will not reimburse shareholders, nominees or agents for the cost incurred in obtaining authorization from their principal(s) to execute forms of proxy. All dollar amounts referenced herein, unless otherwise indicated, are expressed in Canadian dollars.

MEETING PROCEDURES

What happens if the Meeting time, date or location needs to be changed in light of COVID-19?

The Company will notify securityholders of the change without sending additional soliciting materials or updating proxy-related materials by:

• issuing a news release announcing the change in the time, date or location;

• filing the news release on SEDAR; and

• informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change.

The Company continues to closely monitor developments around the outbreak of the COVID-19 virus and is taking every precaution to ensure the safety of its people and communities and are committed to keeping its shareholders informed.

Who can attend the Meeting?

Anyone who holds shares as of the close of business on March 23, 2021, which is the record date for the Meeting (the “ Record Date ”) fixed by the Board of Directors of the Company (the “ Board ”), or has been appointed proxyholder by such a shareholder, is entitled to attend the Meeting virtually. Given the significant uncertainty relating to COVID-19, its public health impact and the associated current restrictions on and the risk in attending large group gatherings, the Company has made arrangements to hold the Meeting as a completely virtual meeting, which will be conducted via teleconference, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to attend the Meeting. All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described on pages 4 to 6 of this Information Circular.

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APPOINTMENT AND REVOCATION OF PROXY

Registered Shareholders

Registered shareholders may vote their shares by attending the Meeting virtually or by completing the enclosed proxy. Registered shareholders should deliver their completed proxies to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1 (or by mail, telephone or internet according to the instructions on the proxy), not less than 48 hours (excluding Saturdays and holidays) before the time for holding the Meeting, otherwise the shareholder will not be entitled to vote at the Meeting by proxy. We encourage you to vote in advance of the Meeting.

The persons named in the proxy are directors and officers of the Company and are proxyholders nominated by management. A shareholder has the right to appoint a person other than the nominees of management named in the enclosed form of proxy to represent the shareholder at the Meeting. To exercise this right, a shareholder must insert the name of its nominee in the blank space provided. A person appointed as a proxyholder need not be a shareholder of the Company. The person you appoint must attend the Meeting to vote your shares. We encourage you to vote in advance of the Meeting.

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his or her attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the Chairperson of the Meeting on the day of the Meeting.

Beneficial Shareholders

The information set forth in this section is of significant importance to many shareholders, as many shareholders do not hold their shares in their own name. Shareholders holding their shares through banks, trust companies, securities dealers or brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans or other persons (any one of which is herein referred to as an “ Intermediary ”) or otherwise not in their own name (such shareholders herein referred to as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders appearing on the records maintained by the Company’s transfer agent as registered shareholders will be recognized and allowed to vote at the Meeting. If a shareholder’s shares are listed in an account statement provided to the shareholder by a broker, in all likelihood those shares are not registered in the shareholder’s name and that shareholder is a Beneficial Shareholder. Such shares are most likely registered in the name of the shareholder’s broker or an agent of that broker. In Canada the vast majority of such shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms. Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the Meeting at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial

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Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory policies require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or “ NOBOs ”) or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or “ OBOs ”).

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer , the Company has elected to send the notice of meeting, this Information Circular and a request for voting instructions (a “ VIF ”), instead of a proxy (the notice of Meeting, Information Circular and VIF or proxy are collectively referred to as the “ Meeting Materials ”) indirectly through Intermediaries to NOBOs and OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to NOBOs and OBOs. The Company does not intend to pay for Intermediaries to forward the Meeting materials to OBOs. OBOs will not receive the Meeting Materials unless their Intermediary assumes the cost of delivery.

Meeting Materials sent to Beneficial Shareholders are accompanied by a VIF, instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Intermediary (or other registered shareholder) how to vote the Beneficial Shareholder’s shares on the Beneficial Shareholder’s behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

Beneficial Shareholders in the United States must first obtain a valid legal proxy from the Intermediary and then register in advance to attend the Meeting virtually. Beneficial Shareholders in the United States must follow the instructions provided by the Intermediary included with the Meeting Materials, or must contact the Intermediary to request a legal proxy form. After obtaining a valid legal proxy from the Intermediary, the United States Beneficial Shareholder must then register to attend the Meeting by submitting a copy of the legal proxy to Computershare Investor Services Inc. at the following e-mail address: uslegalproxy@computershare.com.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the

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voting of the shares which they beneficially own. A Beneficial Shareholder receiving a VIF cannot use that form to vote shares directly at the Meeting – Beneficial Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Shareholder or their nominee the right to attend and vote at the Meeting.

Only registered shareholders have the right to revoke a proxy. A Beneficial Shareholder who wishes to change its vote must, at least seven days before the Meeting, arrange for its Intermediary to revoke its VIF on its behalf.

All references to shareholders in this Information Circular and the accompanying form of proxy and notice of meeting are to registered shareholders unless specifically stated otherwise.

The Meeting Materials are being sent to both registered and non-registered owners of the shares. If you are a Beneficial Shareholder and the Company or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of the Company’s securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

The shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice on the proxy with respect to any matter to be acted upon, the shares will be voted accordingly. Where directions are given by the shareholder in respect of voting for or against any resolution, the proxyholder will do so in accordance with such direction.

The proxy, when properly signed, confers discretionary authority on the proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the proxyholder.

In the absence of instructions to the contrary, the proxyholders intend to vote the shares represented by each proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Information Circular.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting, other than the setting of the number of directors and the election of directors:

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• (a) each person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year;

• (b) each proposed nominee for election as a director of the Company; and

• (c) each associate or affiliate of any of the foregoing.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of shares. On the Record Date, the Company had 89,596,468 shares outstanding. All shares in the capital of the Company are of the same class and each carries the right to one vote. Only those shareholders of record on the Record Date are entitled to attend and vote at the Meeting.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, no person beneficially owned, controlled or directed, directly or indirectly, or exercised control or direction over, more than 10% of the voting rights attached to the outstanding shares except the following:

Shareholder	Number of Shares	% of Outstanding Shares
18526 Yukon Inc.	25,650,000	28.63%

PARTICULARS OF MATTERS TO BE ACTED UPON

Fixing the Number of Directors

Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of directors for the ensuing year at five. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted FOR fixing the number of directors at five for the ensuing year.

Election of Directors

The Board currently consists of four directors. The term of office for each of the current directors of the Company expires at the Meeting. The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. Management proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. 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 listed in this Information Circular. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his or her proxy that his or her shares are to be withheld from voting in the election of directors.

The following table sets out the names of the nominees for election as directors, their

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jurisdiction of residence, the office(s) they hold within the Company, their principal occupations in the last five years, the date since when they have been a director of the Company, and the number of shares which each beneficially owns directly or indirectly or over which control or direction is exercised as of the date of this Information Circular:

Name, Jurisdiction of		Director	Shares
Residence and Office(s) Held	Principal Occupation in the Last Five Years	Since	Owned
Nikolas Matysek (1)	Chief Executive Officer of the Company; Staff	February	1,500,000
British Columbia, Canada	Geologist – Oro X Mining Corp. (August 2020 –	2021
	February 2021); Research Analyst – African
Chief Executive Officer and	Gold Group, Inc. (March 2021 – December
Director	2020); Corporate Administrator – Victory Metals
	Inc. (2019 – 2020); Exploration Geologist – 21C
	Metals Inc. (2019 – 2020); Geologist – Galaxy
	Resources Limited (2017 – 2018); Geologist –
	Lithium X Energy Corp. (2016 – 2017)
J. Scott Berdahl	Chief Operating Officer of the Company; Vice	February	Nil(2)
Yukon, Canada	President Exploration – 18526 Yukon Inc.	2021
	(October 2018 – February 2021); Consulting
Chief Operating Officer and	Geologist – Seabridge Gold Inc. (June 2019 –
Director	September 2019); Project Development, VR
	Resources Ltd. (August 2017 – October 2018);
	Vice President Exploration, 18526 Yukon Inc.
	(September 2010 – August 2016)
Gunther Roehlig (1)	Director and officer of a number of public	November	625,000
British Columbia, Canada	companies	2017
Director
Sarah Weber (1) British Columbia, Canada	President and Chief Executive Officer (2019 – present), President (2018 – 2019), Chief	February 2021	50,000
Director	Operating Officer (2016 – 2018) and Operations Manager (2013 – 2016) of C3 Alliance Corp.
Craig Hart	Associate Professor (July 2020 – present) and	N/A	Nil
British Columbia, Canada	Director of MDRU-Mineral Deposit Research Unit
	at The University of British Columbia (2009 –
Director Nominee	present)

Notes:

(1) Member of the Audit Committee.

(2) 18526 Yukon Inc. holds 25,650,000 shares. Mr. Berdahl owns 40% of 18526 Yukon Inc.

The above information, including information as to shares beneficially owned, has been provided by the respective directors individually.

Except as set forth below, no proposed director of the Company

• (a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,

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• (i) was the subject:

• (A) of a cease trade order; (B) an order similar to a cease trade order; or

• (C) an order that denied the relevant company access to any exemption under securities legislation

  • (each, an “ Order ”);

that was in effect for a period of more than 30 consecutive days, while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

• (ii) was subject to an Order that was in effect for a period of more than 30 consecutive days, after the proposed director was acting in the capacity as 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;

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

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

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Mr. Roehlig was the Chief Executive Officer of Zinc One Resources Inc. during the time that the British Columbia Securities Commission issued a management cease trade order (“ MCTO ”) for failing to file its audited financial statements for the year ended February 29, 2020 and the related management’s discussion and analysis; subsequently filed on October 21, 2020 and the MCTO was revoked.

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Appointment of Auditor

Unless the shareholder specifies in the enclosed form of proxy that the shares represented by the proxy are to be withheld from voting in the appointment of the auditor, the persons named in the form of proxy intend to vote FOR the appointment of Hay & Watson, Chartered Professional Accountants (“ Hay & Watson ”), as auditor of the Company for the ensuing year and the authorization of the directors to fix its remuneration. Hay & Watson was first appointed auditor of the Company during the year ended August 31, 2018.

The Board recommends that shareholders vote FOR the appointment of Hay & Watson as the Company’s auditor and the authorization of the directors to fix the auditor’s remuneration.

EXECUTIVE COMPENSATION

Interpretation

“Named executive officer” (“ NEO ”) means:

• (a) a Chief Executive Officer (“ CEO ”);

• (b) a Chief Financial Officer (“ CFO ”);

• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

The NEOs who are the subject of this Compensation Discussion and Analysis are James Y. Liang, former Chief Executive Officer of the Company (“ CEO ”) and Matthew Anderson, former Chief Financial Officer of the Company (“ CFO ”).

Summary Compensation Table

The following table sets out all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the financial years ended August 31, 2020 and 2019.

						Value of all
				Committee		other	Total
				or meeting	Value of	compen-	Compen-
Name and	Year	Salary	Bonus	fees	perquisites	sation	sation
position	(1)	($)	($)	($)	($)	($)	($)
James Y. Liang	2020	Nil	Nil	Nil	Nil	Nil	Nil
Former CEO and	2019	Nil	Nil	Nil	Nil	Nil	Nil
Director (2)
Matthew	2020	12,413(4)	Nil	Nil	Nil	Nil	12,413
Anderson	2019	11,882(4)	Nil	Nil	Nil	Nil	11,882
Former CFO (2)
Donald Gordon	2020	Nil	Nil	Nil	Nil	Nil	Nil

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						Value of all
				Committee		other	Total
				or meeting	Value of	compen-	Compen-
Name and	Year	Salary	Bonus	fees	perquisites	sation	sation
position	(1)	($)	($)	($)	($)	($)	($)
Former Director (2)	2019	n/a	n/a	n/a	n/a	n/a	n/a
Charles Hethey	2020	11,173(5)	Nil	Nil	Nil	Nil	11,173
Former Director (3)	2019	24,694(5)	Nil	Nil	Nil	Nil	24,694
Gunther Roehlig	2020	47,500	Nil	Nil	Nil	Nil	47,500
Director	2019	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Financial year ended August 31.

(2) On February 25, 2021, Mr. Liang resigned as CEO and from the Board, Mr. Anderson resigned as CFO and Mr. Gordon resigned from the Board.

(3) On July 24, 2020, Mr. Hethey resigned from the Board.

(4) Paid to Malaspina Consultants Inc. Mr. Anderson is the Managing Director of Malaspina Consultants Inc., which provides accounting services to the Company.

(5) Paid to O’Neill Law LLP. Mr. Hethey is a partner with O’Neill Law LLP, which provided legal services to the Company.

Stock Options and Other Compensation Securities

No NEO or director of the Company was granted or issued compensation securities by the Company during the financial years ended August 31, 2020 and 2019.

No NEO or director of the Company exercised any compensation securities during the financial years ended August 31, 2020 and 2019.

Stock Option Plans and Other Incentive Plans

The Company adopted an incentive stock option plan (the “ Stock Option Plan ”) on June 11, 2018; last approved by shareholders on November 19, 2019. The Stock Option Plan is a “rolling” stock option plan which sets the number of options available for grant by the Company at an amount equal to up to a maximum of 10% of the Company’s issued and outstanding shares from time to time, less any shares reserved for issuance under other share compensation arrangements.

The purpose of the Stock Option Plan is to attract and motivate directors, officers, employees, consultants and others providing services to the Company and any subsidiaries, and thereby advance the Company’s interests, by affording such persons with an opportunity to acquire an equity interest in the Company through the issuance of options. The Stock Option Plan provides that the aggregate number of securities reserved for issuance will be 10% of the number of the shares issued and outstanding at the time such options are granted. The Stock Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder.

The number of shares reserved for issuance in any 12 month period under the Stock Option Plan and any other share compensation arrangement to (a) any one person, shall not exceed 5% of the outstanding shares at the time of the grant (unless the Company has obtained disinterested shareholder approval to exceed such limit); (b) any one consultant or person employed to provide investor relations activities, shall not exceed 1% of the outstanding shares at the time of the grant; and (c) to insiders, shall not exceed 10% of the outstanding shares

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at the time of the grant. Unless the Company has received disinterested shareholder approval to do so, the number of shares issued to any person within a 12 month period pursuant to the exercise of options granted under the Stock Option Plan and any other share compensation arrangement shall not exceed 5% of the outstanding shares at the time of the grant.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options granted under the Stock Option Plan, unless sooner terminated, have a term not exceeding and shall therefore expire no later than 10 years after the date of the grant.

The Board retains the discretion to impose vesting periods on any options granted. If an option expires during, or within five trading days after, a Blackout Period (as defined in the Stock Option Plan) then the term of the option shall be extended and the option shall expire 10 trading days after the termination of the Blackout Period.

If a Participant (as defined in the Stock Option Plan) who is an officer, employee or consultant is terminated for cause, each option held by such Participant shall terminate and shall therefore cease to be exercisable upon such termination for cause.

If a Participant dies or suffers a disability prior to otherwise ceasing to be an Eligible Person (as defined in the Stock Option Plan), each option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the expiry date and the date which is 12 months after the date of the Participant’s death or disability. For greater certainty, if a Participant dies, each option held by such Participant shall be exercisable by the legal representative of such Participant until such option terminates and therefore ceases to be exercisable pursuant to the terms of the Stock Option Plan.

Unless an option agreement specifies otherwise, if a Participant ceases to be an Eligible Person for any reason other than death or disability, each option held by the Participant will cease to be exercisable on the earlier of the expiry date of the option and 30 days after the Termination Date (as defined in the Stock Option Plan) or for a “reasonable period” after the Participant ceases to serve in such capacity, as determined by the Board.

No options were granted to any director or NEO during the financial years ended August 31, 2020 and 2019.

As at the date of this Information Circular, the Company does not have any incentive plans other than the Stock Option Plan.

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company. During the financial year ended August 31, 2020, the Company did not have any contracts, agreements, plans or arrangements in place with any NEO that provides for payment following or in connection with any termination, resignation, retirement, a change of control of the Company or a change in a NEO’s responsibilities.

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Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

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

In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers option grants to directors under the Stock Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of options.

Elements of Director Compensation

Non-executive director compensation consists of the following principal components: (a) director fees of $2,000 per month and (b) long-term incentive compensation comprised of options granted under the Stock Option Plan. Other than the Stock Option Plan, as discussed above, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.

Elements of NEO Compensation

The Company’s current executive compensation program consists of the following principal components: (a) base salary and (b) long-term incentive compensation comprised of options granted under the Stock Option Plan.

As discussed above, the Company has the Stock Option Plan to allow it to motivate NEOs by providing them with the opportunity, through options, to acquire an interest in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of options to NEOs. Other than the Stock Option Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Pension Disclosure

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets out, as of the end of the most recently completed financial year ended August 31, 2020, all required information with respect to compensation plans under which equity securities of the Company are authorized for issuance:

			Number of securities remaining
	Number of securities	Weighted-average	available for future issuance under
	to be issued upon	exercise price of	equity compensation plans
	exercise of	outstanding	(excluding securities
	outstanding options	options	reflected in column (a))
Plan Category	(a)(1)	(b)	(c)(2)
Equity compensation
plans approved by	Nil	N/A	3,206,710
securityholders
Equity compensation
plans not approved by	N/A	N/A	N/A
securityholders
Total	Nil	N/A	3,206,710

Notes:

(1) Reflects the number of shares reserved for issuance upon exercise of outstanding options granted under the Stock Option Plan as of August 31, 2020.

(2) Represents the number of shares remaining available for future issuance upon exercise of options that may be granted under the Stock Option Plan as of August 31, 2020 and based on 10% of the number of shares issued and outstanding as of August 31, 2020. The maximum number of shares reserved for issuance under the Stock Option Plan at any time is 10% of the Company’s issued and outstanding shares at that time, less any shares reserved for issuance under other share compensation arrangements.

CORPORATE GOVERNANCE

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

Board of Directors

The Company’s Board currently consists of four directors, two of whom are independent. The definition of independence used by the Company is that used by the Canadian Securities Administrators, which is set out in section 1.4 of National Instrument 52-110 Audit Committees (“ NI 52-110 ”). A director is independent if he or she has no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. Certain types of relationships are by their very nature considered to be material relationships and are specified in section 1.4 of NI 52-110. Gunther Roehlig and Sarah Weber are considered to be independent directors. Nikolas Matysek and J. Scott Berdahl are not considered to be independent as they are officers of the Company.

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Other Directorships

Certain of the directors of the Company are also directors of the following other reporting issuers (or the equivalent):

Director	Other Directorships of Other Reporting Issuers
J. Scott Berdahl	Milner Consolidated Silver Mines Ltd.
Gunther Roehlig	Hello Pal International Inc.
	Silverton Metals Corp.
	Yuntone Capital Corp.
	Zinc One Resources Inc.
Sarah Weber	Germinate Capital Ltd.
	Happy Creek Minerals Ltd.

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for directors. If and when new directors are added, however, they have the opportunity to become familiar with the Company by meeting with other directors and with officers and employees of the Company. As each director has a different skill set and professional background, orientation and training activities are and will continue to be tailored to the particular needs and experience of each director. The Company’s financial and legal advisers are also available to the Company’s directors.

Ethical Business Conduct

The Board has not adopted a formal code of ethics. In the Board’s view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

Nomination of Directors

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

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

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Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Other Board Committees

The Board has not established any committees other than the Audit Committee.

Assessments

There is no formal committee with the responsibility for assessing the effectiveness of the Board as a whole. The Board as a group regularly reviews its performance and assesses the effectiveness of the Board as a whole.

AUDIT COMMITTEE

Audit Committee Charter

The charter of the Audit Committee of the Company (the “ Audit Committee ”) is attached hereto as Appendix A.

Composition of the Audit Committee

The following are the members of the Audit Committee:

Name	Independent(1)	Financial Literacy(1)
Nikolas Matysek	No	Yes
Gunther Roehlig	Yes	Yes
Sarah Weber	Yes	Yes
Note:
(1) As defined in	NI 52-110.

Audit Committee Member Education and Experience

Nikolas Matysek – Mr. Matysek is a trained geologist with over a decade of experience in resource exploration and development. Mr. Matysek has worked in multiple jurisdictions on four continents, has acted in a variety of capacities for public companies and was involved with two transactions worth approximately $400 million. Mr. Matysek holds a Bachelor of Science (Honours Geology) from the University of British Columbia.

Gunther Roehlig – Mr. Roehlig has 25 years of experience in the financial and investment industry with a background in managing, financing, transitioning and restructuring junior public companies. With an extensive skill set focused on connecting business investment opportunities with established and experienced executive management, negotiating with legacy debt holders and understanding corporate governance and capital structure frameworks, Mr. Roehlig has successfully orchestrated more than two dozen RTOs and IPOs on the TSX-V and CSE across

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a variety of high tech, mining and junior resource corporate platforms. Mr. Roehlig currently serves as CFO and Director on the board of Hello Pal International Inc as well as an independent director on several other issuers. In 2011, Mr. Roehlig served as the president of Terra Ventures Inc., which was acquired by Hathor Exploration – then subsequently acquired by one of the world’s largest mining companies Rio Tinto.

Sarah Weber – Ms. Weber is a Professional Geoscientist with over 20 years of diversified experience in the natural resource sector including extensive experience working with Indigenous Communities and government within BC. She is President and CEO of C3 Alliance Corp. where she provides leadership in building positive relationships between industry, Chambers of Commerce, municipal governments, Provincial governments, Indigenous communities, and NGOs. Sarah holds a B.Sc. in Geology from the University of British Columbia and an Executive MBA from the Beedie School of Business, Simon Fraser University. Ms. Weber is currently a director of Germinate Capital Ltd., and Happy Creek Minerals Ltd.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52110.

Exemption in Section 6.1 of NI 52-110 for Venture Issuers

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

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies or procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

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

Financial Year	Audit Fees(1)	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees(4)
Ended	($)	($)	($)	($)
August 31, 2020	15,435	Nil	Nil	Nil
August 31, 2019	31,000	Nil	Nil	1,550

Notes:

(1) The aggregate fees billed by the Company’s auditor for audit fees in connection with the audit of the Company’s annual financial statements.

(2) The aggregate fees billed for assurance and related services by the Company’s auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not disclosed in the “Audit Fees” column.

(3) The aggregate fees billed for professional services rendered by the Company’s auditor for tax compliance, tax advice and tax planning.

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(4) The aggregate fees billed for professional services other than those listed in the other three columns.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or executive officers of the Company has any indebtedness to the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Unless otherwise disclosed herein, no informed person or proposed nominee for election as a director, or any associate or affiliate of any of the foregoing, has or has had any material interest, direct or indirect, in any transaction or proposed transaction since the commencement of the Company’s most recently completed financial year, which has materially affected or will materially affect the Company.

On February 25, 2021, the Company completed the acquisition (the “ Transaction ”) of the Einarson (as to 70% with the balance owned by a third party), Rogue, Tosh, Cliff, Rainbow, Cynthia and Ursa claims (the “ Properties ”) located in the Yukon, covering 66,528 hectares (164,394 acres). Pursuant to the Transaction, the Company acquired all of the issued and outstanding shares of Senoa Gold Corp. from 18526 Yukon Inc. for consideration of (1) $1,000,000 in cash, (2) aggregate deferred cash consideration of $1,000,000, (3) 25,650,000 shares, and (4) a contingent $1,000,000 resource bonus if a measured mineral resource, an indicated mineral resource or an inferred mineral resource (or any combination thereof) of at least 1,000,000 ounces of gold is established on any of the seven Properties acquired by the Company, for an aggregate resource bonus payment in the maximum amount of $7,000,000.

J. Scott Berdahl, the Chief Operating Officer and a director of the Company, owns 40% of 18526 Yukon Inc.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found under the Company’s profile on SEDAR at www.sedar.com. Additional financial information is provided in the Company’s financial statements for the financial year ended August 31, 2020 and related management’s discussion and analysis which are available on SEDAR. You may request copies of the Company’s financial statements and management’s discussion and analysis by completing the request card included with this Information Circular, in accordance with the instructions therein. Shareholders may also obtain these documents, without charge, upon request to the Company by email at info@snowlinegold.com.

The Board has approved the contents of this Information Circular and the sending thereof to the Company’s shareholders.

DATED as of March 23, 2021.

BY ORDER OF THE BOARD

“Nikolas Matysek” Nikolas Matysek CEO and Director

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APPENDIX A

AUDIT COMMITTEE CHARTER

1. PURPOSE

The main purpose of the Audit Committee (the “Audit Committee” ) of the board of directors (the “Board” ) of Snowline Gold Corp. (the “Company” ) is to assist the Board in fulfilling its statutory responsibilities in relation to internal control and financial reporting, and to carry out certain oversight functions on behalf of the Board, including the oversight of:

• (a) the integrity of the Company’s financial statements and other financial information provided by the Company to securities regulators, governmental bodies and the public to ensure that the Company’s financial disclosures are complete, accurate, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations by the International Financial Reporting Interpretations Committee, and fairly present the financial position and risks of the Company;

• (b) assessing the independence, qualifications and performance of the Company’s independent auditor (the “Auditor” ), appointing and replacing the Auditor, overseeing the audit and non-audit services provided by the Auditor, and approving the compensation of the Auditor;

• (c) internal controls and disclosure controls;

• (d) the performance of the Company’s internal audit function;

• (e) financial matters and management of financial risks;

• (f) the prevention and detection of fraudulent activities; and

• (g) investigation of complaints and submissions regarding accounting or auditing matters and unethical or illegal behavior.

The Audit Committee provides an avenue for communication between the Auditor, the Company’s executive officers and other senior managers ( “Senior Management” ) and the Board, and has the authority to communicate directly with the Auditor. The Audit Committee shall have a clear understanding with the Auditor that they must maintain an open and transparent relationship with the Audit Committee. The Auditor is ultimately accountable to the Audit Committee and the Board, as representatives of the Company’s shareholders.

2. COMPOSITION

The Audit Committee shall be comprised of at least three directors. Each Committee member shall be “financially literate” in accordance with the definition set out in Section 1.6 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) and a majority of the members shall be “independent” in accordance with Sections 1.4 and 1.5 of NI 52-110.

For purposes of determining independence above, the position of Chair of the Board (whether executive or non-executive) is considered to be an executive officer of the Company.

Committee members and the chair of the Audit Committee (the “Audit Committee Chair” ) shall be appointed annually by the Board at the first Board meeting that is held after the annual

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general meeting of the Company’s shareholders. The Board may remove a Committee member at any time in its sole discretion by a resolution of the Board.

If a Committee member simultaneously serves on the audit committees of more than three public companies, the Audit Committee shall seek the Board’s determination as to whether such simultaneous service would impair the ability of such member to effectively serve on the Audit Committee and ensure that such determination is disclosed.

3. MEETINGS

The Audit Committee shall meet at least once per financial quarter and as many additional times as the Audit Committee deems necessary to carry out its duties effectively.

The Audit Committee shall meet:

• (a) within 60 days following the end of each of the first three financial quarters to review and discuss the unaudited financial results for the preceding quarter and the related management’s discussion and analysis ( “MD&A” ); and

• (b) within 120 days following the end of the Company’s fiscal year end to review and discuss the audited financial results for the year and related MD&A.

As part of its job to foster open communication, the Audit Committee shall meet at least once each financial quarter with Senior Management and the Auditor in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately.

A majority of the members of the Audit Committee shall constitute a quorum for any Committee meeting. No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present or by unanimous written consent of the Audit Committee members.

The Audit Committee Chair shall preside at each Committee meeting. In the event the Audit Committee Chair is unable to attend or chair a Committee meeting, the Audit Committee will appoint a chair for that meeting from the other Committee members.

The Corporate Secretary of the Company, or such individual as appointed by the Audit Committee, shall act as secretary for a Committee meeting (the “ Audit Committee Secretary ”) and, upon receiving a request to convene a Committee meeting from any Committee member, shall arrange for such meeting to be held.

The Audit Committee Chair, in consultation with the other Committee members, shall set the agenda of items to be addressed at each Committee meeting. The Audit Committee Secretary shall ensure that the agenda and any supporting materials for each upcoming Committee meeting are circulated to each Committee member in advance of such meeting.

The Audit Committee may invite such officers, directors and employees of the Company, the Auditor, and other advisors as it may see fit from time to time to attend at one or more Committee meetings and assist in the discussion and consideration of any matter. For purposes of performing their duties, members of the Audit Committee shall, upon request, have immediate and full access to all corporate information and shall be permitted to discuss such information and any other matters relating to the duties and responsibilities of the Audit

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Committee with officers, directors and employees of the Company, with the Auditor, and with other advisors subject to appropriate confidentiality agreements being in place.

Unless otherwise provided herein or as directed by the Board, proceedings of the Audit Committee shall be conducted in accordance with the rules applicable to meetings of the Board.

4. DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board and the Articles of the Company, in order to carry out its oversight responsibilities, the Audit Committee shall:

4.1 Financial Reporting Process

• (a) Review with Senior Management and the Auditor any items of concern, any proposed changes in the selection or application of accounting principles and policies and the reasons for the change, any identified risks and uncertainties, and any issues requiring the judgement of Senior Management, to the extent that the foregoing may be material to financial reporting.

• (b) Consider any matter required to be communicated to the Audit Committee by the Auditor under generally accepted auditing standards, applicable law and listing standards, if applicable, including the Auditor’s report to the Audit Committee (and the response of Senior Management thereto) on:

• (i) accounting policies and practices used by the Company;

• (ii) alternative accounting treatments of financial information that have been discussed with Senior Management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the Auditor; and

• (iii) any other material written communications between the Auditor and Senior Management.

• (c) Discuss with the Auditor their views about the quality, not just the acceptability, of accounting principles and policies used by the Company, including estimates and judgments made by Senior Management and their selection of accounting principles.

• (d) Discuss with Senior Management and the Auditor:

• (i) any accounting adjustments that were noted or proposed (immaterial or otherwise) by the Auditor but were not reflected in the financial statements;

• (ii) any material correcting adjustments that were identified by the Auditor in accordance with generally accepted accounting principles (“ GAAP ”) or applicable law;

• (iii) any communication reflecting a difference of opinion between the audit team and the Auditor’s national office on material auditing or accounting issues raised by the engagement; and

• (iv) any “management” or “internal control” letter issued, or proposed to be issued, by the Auditor to the Company.

• (e) Discuss with Senior Management and the Auditor any significant financial reporting issues considered during the fiscal period and the method of resolution, and resolve

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disagreements between Senior Management and the Auditor regarding financial reporting.

• (f)

Review with Senior Management and the Auditor:

• (i) any off-balance sheet financing mechanisms being used by the Company and their effect on the Company’s financial statements; and

• (ii) the effect of regulatory and accounting initiatives on the Company’s financial statements, including the potential impact of proposed initiatives.

• (g) Review with Senior Management and the Auditor and legal counsel, if necessary, any litigation, claim or other contingency, including tax assessments, that could have a material effect on the financial position or operating results of the Company, and the manner in which these matters have been disclosed or reflected in the financial statements.

• (h) Review with the Auditor any audit problems or difficulties experienced by the Auditor in performing the audit, including any restrictions or limitations imposed by Senior Management, and the response of Senior Management, and resolve any disagreements between Senior Management and the Auditor regarding these matters.

• (i) Review the results of the Auditor’s work, including findings and recommendations, Senior Management’s response, and any resulting changes in accounting practices or policies and the impact such changes may have on the financial statements.

• (j) Review and discuss with Senior Management the audited annual financial statements and related MD&A and make recommendations to the Board with respect to approval thereof before their release to the public.

• (k) Review and discuss with Senior Management and the Auditor all interim unaudited financial statements and related interim MD&A.

• (l) Approve interim unaudited financial statements and related interim MD&A prior to their filing and dissemination.

• (m) In connection with Sections 4.1 and 5.1 of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings ( “NI 52-109” ), obtain confirmation from the Chief Executive Officer ( “CEO” ) and the Chief Financial Officer ( “CFO” ) (and considering the Auditor’s comments, if any, thereon) to their knowledge:

• (i) that the audited financial statements, together with any financial information included in the annual MD&A and annual information form, if applicable, fairly present in all material respects the Company’s financial condition, financial performance and cash flows; and

• (ii) that the interim financial statements, together with any financial information included in the interim MD&A, fairly present in all material respects the Company’s financial condition, financial performance and cash flows.

• (n) Review news releases to be issued in connection with the audited annual financial statements and related MD&A and the interim unaudited financial statements and related interim MD&A, before being disseminated to the public, if the Company is required to do so under applicable securities laws, paying particular attention to any use of “pro-forma” or “adjusted” non-GAAP information.

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• (o) Review any news release containing earnings guidance or financial information based upon the Company’s financial statements prior to the release of such statements, if the Company is required to disseminate such news releases under applicable securities laws.

• (p) Review the appointment of the CFO and have the CFO report to the Audit Committee on the qualifications of new key financial personnel involved in the financial reporting process.

• 4.2 Internal Controls

• (a) Consider and review with Senior Management and the Auditor the adequacy and effectiveness of internal controls over accounting and financial reporting within the Company and any proposed significant changes in them.

• (b) Consider and discuss any Auditor’s comments on the Company’s internal controls, together with Senior Management responses thereto.

• (c) Discuss, as appropriate, with Senior Management and the Auditor any major issues as to the adequacy of the Company’s internal controls and any special audit steps in light of material internal control deficiencies.

• (d) Review annually the disclosure controls and procedures.

• (e) Receive confirmation from the CEO and the CFO of the effectiveness of disclosure controls and procedures, and whether there are any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or any fraud, whether or not material, that involves Senior Management or other employees who have a significant role in the Company’s internal control over financial reporting. In addition, receive confirmation from the CEO and the CFO that they are prepared to sign the annual and quarterly certificates required by Sections 4.1 and 5.1 of NI 52-109, as amended from time to time.

• 4.3 The Auditor

Qualifications and Selection

• (a) The Audit Committee is responsible for recommending to the Board the Auditor to be nominated for the purpose of preparing or issuing an Auditor’s report or performing other audit, review or attest services for the Company; and the compensation of the Auditor.

• (b) Instruct the Auditor that:

• (i) they are ultimately accountable to the Board and the Audit Committee, as representatives of shareholders; and

• (ii) they must report directly to the Audit Committee.

• (c) Ensure that the Auditor have direct and open communication with the Audit Committee and that the Auditor meet with the Audit Committee once each financial quarter without the presence of Senior Management to discuss any matters that the Audit Committee or the Auditor believe should be discussed privately.

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• (d) Evaluate the Auditor’s qualifications, performance, and independence. As part of that evaluation:

• (i) at least annually, request and review a formal report by the Auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

• (ii) annually review and confirm with Senior Management and the Auditor the independence of the Auditor, including all relationships between the Auditor and the Company, including the amount of fees received by the Auditors for the audit services, the extent of non-audit services and fees therefor, the extent to which the compensation of the audit partners of the Auditor is based upon selling non-audit services, the timing and process for implementing the rotation of the lead audit partner, reviewing partner and other partners providing audit services for the Company, and whether there should be a regular rotation of the audit firm itself; and

• (iii) annually review and evaluate senior members of the audit team of the Auditor, including their expertise and qualifications. In making this evaluation, the Committee should consider the opinions of Senior Management.

Conclusions on the independence of the Auditor should be reported by the Committee to the Board.

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

Other Matters

• (a) Meet with the Auditor to review and approve the annual audit plan of the Company’s financial statements prior to the annual audit being undertaken by the Auditor, including reviewing the year-to-year co-ordination of the audit plan and the planning, staffing and extent of the scope of the annual audit. This review should include an explanation from the Auditor of the factors considered by the Auditor in determining their audit scope, including major risk factors. The Auditor shall report to the Audit Committee all significant changes to the approved audit plan.

• (b) Review and pre-approve all audit and non-audit services and engagement fees and terms in accordance with applicable law, including those provided to the Company’s subsidiaries by the Auditor or any other person in its capacity as independent auditor of such subsidiary. Between scheduled Committee meetings, the Audit Committee Chair, on behalf of the Audit Committee, is authorized to pre-approve any audit or non-audit services and engagement fees and terms up to $25,000. At the next Committee meeting, the Audit Committee Chair shall report to the Audit Committee any such pre-approval given.

• 4.4 Compliance

• (a) Monitor compliance by the Company with all payments and remittances required to be made in accordance with applicable law, where the failure to make such payments could render the Company’s directors personally liable.

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• (b) Receive regular updates from Senior Management regarding compliance with laws and regulations and the process in place to monitor such compliance, excluding, however, legal compliance matters subject to the oversight of the Corporate Governance and Nominating Committee of the Board (if any). Review the findings of any examination by regulatory authorities and any observations by the Auditor relating to such matters.

• (c) Ensure that political and charitable donations conform with policies and budgets approved by the Board.

• (d) Monitor management of hedging, debt and credit, make recommendations to the Board respecting policies for management of such risks, and review the Company’s compliance therewith.

• (e) Approve the review and approval process for the expenses submitted for reimbursement by the CEO.

• (f) Oversee Senior Management’s mitigation of material risks within the Audit Committee’s mandate and as otherwise assigned to it by the Board.

• 4.5 Financial Oversight

• (a) Assist the Board in its consideration and ongoing oversight of matters pertaining to:

• (i) capital structure and funding including finance and cash flow planning;

• (ii) capital management planning and initiatives;

• (iii) property and corporate acquisitions and divestitures including proposals which may have a material impact on the Company’s capital position;

• (iv) the Company’s annual budget;

• (v) the Company’s insurance program;

• (vi) directors’ and officers’ liability insurance and indemnity agreements; and

• (vii) matters the Board may refer to the Audit Committee from time to time in connection with the Company’s capital position.

• 4.6 Other

• (a) Perform such other duties as may be assigned to the Audit Committee by the Board.

• (b) Annually review and assess the adequacy of its charter and recommend any proposed changes to the Corporate Governance and Nominating Committee (if any).

• (c) Review its own performance annually, and provide the results of such evaluation to the Board for its review.

5. AUTHORITY

The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to:

• a. select, retain, terminate, set and approve the fees and other retention terms of special or independent counsel, accountants or other experts, as it deems appropriate; and

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• b. obtain appropriate funding to pay, or approve the payment of, such approved fees, without seeking approval of the Board or Senior Management.

6. ACCOUNTABILITY

The Audit Committee Chair shall make periodic reports to the Board, as requested by the Board, on matters that are within the Audit Committee’s area of responsibility.

The Audit Committee shall maintain minutes of its meetings with the Company’s Corporate Secretary and shall provide an oral report to the Board at the next Board meeting that is held after a Committee meeting.

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