Solaris Resources Inc. - Proxy Solicitation & Information Statement 2022

ATAC RESOURCES LTD.

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 10, 2022

This information is given as of June 27, 2022

I. SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of ATAC RESOURCES LTD. (the "Company") for use at the Annual General and Special Meeting (the "Meeting") of the shareholders of the Company, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

II. COVID-19 NOTICE

COVID-19 NOTICE: Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of British Columbia and taking into account the health and safety of our shareholders, service providers and other stakeholders, THE COMPANY IS REQUESTING ALL SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY OR BY VOTING INSTRUCTION FORM, BY MAIL, BY TELEPHONE OR BY THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON TO VOTE. THE COMPANY WILL LIMIT ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF BRITISH COLUMBIA AT THE TIME OF THE MEETING. In addition, any attendees will be required to practice social distancing at the Meeting.

In light of the public health restrictions, the Company will not be providing a corporate presentation or question and answer session at the Meeting.

As the COVID-19 outbreak continues to be a rapidly evolving situation, and in light of changing public health restrictions and recommendations related to COVID-19, there may be changes to the date, time and location of the Meeting, or the Company may adjourn or postpone the Meeting. The Company will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting. Any such changes will be communicated by news release which will be made available under the Company’s profile on SEDAR at www.sedar.com.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY OR BY VOTING INSTRUCTION FORM RATHER THAN ATTENDING THE MEETING IN PERSON.

All proxies and voting instruction forms, to be valid, must be received by Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies or voting instruction forms may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy

III. PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by management. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the instrument of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the directors of the Company has advised management in writing that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

IV. APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying instrument of proxy are directors or officers of the Company. A shareholder has the right to appoint a person to attend and act for him on his behalf at the Meeting other than the persons named in the enclosed instrument of proxy. To exercise this right, a shareholder shall strike out the names of the persons named in the instrument of proxy and insert the name of his nominee in the blank space provided, or complete another instrument of proxy.

The completed instrument of proxy must be dated and signed and the duly completed instrument of proxy must be deposited with the Company's transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays, Sundays and holidays.

The instrument of proxy must be signed by the shareholder or by his duly authorized attorney. If signed by a duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a notarially certified copy thereof. If the shareholder is a corporation, the instrument of proxy must be signed by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power of attorney or document whereby the duly authorized officer or corporate representative derives his power, as the case may be, or a notarially certified copy thereof. The Chairman of the Meeting has discretionary authority to accept proxies which do not strictly conform to the foregoing requirements.

In addition to revocation in any other manner permitted by law, a shareholder may revoke a proxy by (a) signing a proxy bearing a later date and depositing it at the place and within the time aforesaid, (b) signing and dating a written notice of revocation (in the same manner as the instrument of proxy is required to be executed as set out in the notes to the instrument of proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the scrutineer at the Meeting as a shareholder present in person, whereupon such proxy shall be deemed to have been revoked.

V. VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed and, where directions are given by the shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the instrument of proxy, it is intended that such shares will be voted in favour of the resolutions placed before the Meeting by management and for the election of the management nominees for directors and auditor, as stated under the headings in this Information Circular. The instrument of proxy enclosed, when properly completed and deposited, confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting. At the time of printing of this Information Circular, the management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any such amendments, variations or other matters should properly come before the Meeting, the proxies hereby solicited will be voted thereon in accordance with the best judgment of the nominee.

VI. ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

Only registered holders of common shares of the Company or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Holder deals with in respect of the shares, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Distribution to NOBOs

In accordance with the requirements of the Canadian Securities Administrators and National Instrument 54-101, “Communication with Beneficial Owners of Securities of a Reporting Issuer” (“ NI-54-101 ”), the Company will have caused its agent to distribute copies of the Notice of Meeting and this Circular (collectively, the “ meeting materials ”) as well as a Voting Instruction Form directly to those Non-Registered Holders who have provided instructions to an Intermediary that such Non-Registered Holder does not object to the Intermediary disclosing ownership information about the beneficial owner (“ Non-Objecting Beneficial Owner ” or “ NOBO”).

By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for Voting Instruction Form enclosed with mailings to NOBOs.

The meeting materials distributed by the Company’s agent to NOBOs include a Voting Instruction Form. Please carefully review the instructions on the Voting Instruction Form for completion and deposit.

Distribution to OBOs

In addition, the Company will have caused its agent to deliver copies of the meeting materials to the clearing agencies and Intermediaries for onward distribution to those Non-Registered Shareholders who have provided instructions to an Intermediary that the beneficial owner objects to the Intermediary disclosing ownership information about the beneficial owner (“ Objecting Beneficial Owner ” or “ OBO ”).

Intermediaries are required to forward the meeting materials to OBOs unless an OBO has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge Proxy Services to forward the meeting materials to OBOs. Generally, those OBOs who have not waived the right to receive meeting materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number of shares beneficially owned by the OBO, but which is otherwise uncompleted. This form of proxy need not be signed by the OBO. In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Inc. in the manner set out above in this Information Circular, with respect to the common shares beneficially owned by such OBO; OR
(b) more typically, be given a voting registration form which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute authority and instructions (often called a “ proxy authorization form ”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code or other information. In order for the form of proxy to validly constitute a proxy authorization form, the OBO 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.

In either case, the purpose of this procedure is to permit the OBO to direct the voting of the shares he or she beneficially owns.

Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the persons named in the form and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions, including those regarding when and where the proxy or proxy authorization form is to be delivered.

VII. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A. Voting Securities

On June 27, 2022, there were 209,813,641 common shares of the Company issued and outstanding, each share carrying the right to one vote. At a general meeting of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each share of which he is the holder.

B. Record Date

Only shareholders of record at the close of business on June 27, 2022, who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the heading "Appointment and Revocation of Proxies" will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

C. Principal Holders

To the knowledge of the directors and executive officers of the Company, the only persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than l0% of the voting rights attached to all outstanding shares of the Company, are as follows:

Name of Shareholder	Number of Shares	Percentage of Issued and Outstanding Shares
Barrick Gold Corporation	27,886,960	13.29%

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

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

IX. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, “informed person” means:

(a) a director or executive officer of the Company;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;
(c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

The Company was a party to the following material transactions with informed persons during the financial year ended December 31, 2021:

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(a) property location, acquisition, exploration, management, office rent and administration charges totalling $315,978 were incurred with Archer, Cathro & Associates (1981) Limited, of Vancouver, B.C., a geological consulting firm of which Graham Downs, the President and Chief Executive Officer of the Company, was an employee until August 31, 2016;
(b) legal fees and disbursements totalling $87,754 were incurred with Tupper Jonsson & Yeadon, of Vancouver, B.C., a law firm in which a personal law corporation controlled by Company Secretary and Director Glenn R. Yeadon is associated in the practice of law;
(c) consulting fees totalling $42,000 were incurred with Douglas O. Goss Professional Corporation, of Edmonton, Alberta, a personal law corporation controlled by Company Chairman and Director Douglas O. Goss;
(d) accounting fees and disbursements totalling $14,500 were incurred with Donaldson Brohman Martin CPA Inc., of Port Moody, B.C., an accounting firm of which Larry B. Donaldson, the former Chief Financial Officer of the Company, is a principal;
(e) management fees totalling $42,000 were incurred with the Company’s Chief Operating Officer Ian J. Talbot, of North Vancouver, B.C.;
(f) consulting fees totalling $13,050 were incurred with Carvest Holdings Ltd., of Burnaby, B.C., a private company controlled by Company Director Robert C. Carne;
(g) salary and benefits of $225,000 was paid to the Company’s President and Chief Executive Officer Graham Downs, of Squamish, B.C.;
(h) consulting fees of $12,000 were incurred with Kenway Mack Slusarchuk Stewart LLP, of Calgary, Alberta, a firm of Chartered Professional Accountants, of which Bruce J. Kenway is a partner, in respect of accounting services provided by Mr. Kenway as the former Chairman of the Company’s Audit Committee;
(i) property costs, salary and benefits totalling $134,216 was paid to the Company’s VicePresident, Corporate Development Andrew Carne, of Vancouver, B.C.;
(j) property costs, salary and benefits totalling $134,216 was paid to the Company’s VicePresident, Exploration Adam Coulter, of Vancouver, B.C.; and
(k) professional fees of $5,500 were paid to Red Fern Consulting Ltd., which provides accounting services to the Company, of which Jasmine Lau, the Company’s Chief Financial Officer, is an associate.

Other than as disclosed elsewhere in this Information Circular, no informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement of the Company's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

X. STATEMENT OF EXECUTIVE COMPENSATION

A. General Provisions

For the purposes of this Information Circular:

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

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

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

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

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

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

"NEO" or “named executive officer” means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) each of the Company's three most highly compensated executive officers, including any of its subsidiaries, 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 or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

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

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

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

“repricing” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option; and

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not

have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

B. Compensation Discussion and Analysis

COMPENSATION PROGRAM OBJECTIVES

The Company’s compensation policies and programs are designed to be competitive with similar junior resource exploration companies and to recognize and reward executive performance consistent with the success of the Company. These policies and programs are intended to attract and retain capable and experienced people. The Company's Corporate Governance and Compensation Committee’s role and philosophy is to ensure that the Company’s goals and objectives, as applied to the actual compensation paid to the Company’s President and Chief Executive Officer and other executive officers, are aligned with the Company’s overall business objectives and with shareholders interests.

In addition to informal industry comparables from publicly available information, the Corporate Governance and Compensation Committee considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Company and its shareholders, overall financial and operating performance of the Company, and the Corporate Governance and Compensation Committee’s assessment of each executive’s individual performance and contribution toward meeting corporate objectives. Performance is also recognized through the Company’s incentive option plan.

ROLE OF EXECUTIVE OFFICERS IN DETERMINING COMPENSATION

The Corporate Governance and Compensation Committee reviews and recommends compensation policies and programs to the Company, as well as salary and benefit levels for the Company’s executives. The Company’s President and Chief Executive Officer may not be present during meetings of the Corporate Governance and Compensation Committee at which their compensation is being discussed. The Board of Directors makes the final determination regarding the Company’s compensation programs and practise.

ELEMENTS OF THE COMPENSATION PROGRAM FOR FISCAL YEAR 2021

The total compensation plan for the NEOs is comprised of two components: base salary or consulting fees and stock options. There is no policy or target regarding cash and non-cash elements of the Company’s compensation program. The Corporate Governance and Compensation Committee annually reviews the total compensation of the Company’s executives against the backdrop of the compensation goals and objectives described above and make recommendations to the Board of Directors concerning the individual components of the executives’ compensation.

BASE SALARY

As a junior exploration resource company with no ongoing cash flow or revenues from production, the Company establishes compensation to its executive officers at a reasonable level, in keeping with the Company’s available resources.

STOCK OPTIONS

The Company has a Stock Option Plan (the "Plan") in place for the granting of stock options to the directors, officers, employees and consultants of the Company. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating such persons and to closely align the personal interest of such persons to that of the Company’s shareholders, having regard to the fact that the Company has

no ongoing cash flow or revenue from production and, as a result, there are limited funds available for the payment of salaries or consulting fees. The allocation of options under the Plan is determined by the Corporate Governance and Compensation Committee which, in determining such allocations, considers such factors as previous grants to individuals, overall Company performance, share price, the role and performance of the individual in question, the amount of time directed to the Company’s affairs and time expended in serving on the Company’s committees.

RISK CONSIDERATIONS

Commencing in 2012, the Corporate Governance and Compensation Committee started to review from time to time and at least once annually, the risks, if any, associated with the Company’s compensation policies and practices at such time. Such a review occurred at the time of preparation of this Compensation Discussion and Analysis. Implicit in the Corporate Governance and Compensation Committee’s mandate is that the Company’s policies and practises respecting compensation, including those applicable to the Company’s executives, be designed in a manner which is in the best interests of the Company and its shareholders, and risk implications is one of many considerations which are taken into account in such design.

It is anticipated that a portion (set at a level consistent with its industry peers) of the Company’s executive compensation will consist of options granted under the Plan. Such compensation is both “long term” and “at risk” and, accordingly, is directly linked to the achievement of long term value creation. As the benefits of such compensation, if any, are not realized by the executives until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks that are beneficial to them from the standpoint of their compensation at the expense of the Company and its shareholders is extremely limited.

The other element of compensation, salary, represents the remaining portion of an executive’s total compensation. While salary is not “long term” or “at risk”, as noted above, these components of compensation represent a relatively small part of total compensation, and as a result it is unlikely that an executive would take inappropriate or excessive risks at the expense of the Company and its shareholders that would be beneficial to the executive from the standpoint of the executive's short term compensation when his or her long term compensation might be put at risk from such actions.

Due to the relatively small size of the Company, and the current level of the Company’s activity, the Board and the Corporate Governance and Compensation Committee are able to closely monitor and consider any risks which may be associated with the Company’s compensation policies and practices. Risks, if any, may be identified and mitigated through regular Board meetings, during which financial and other information pertaining to the Company will be reviewed, which review will include executive compensation. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There are no policies in place pursuant to which an NEO or director is permitted to purchase financial instruments including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by an NEO or director.

C. Summary Compensation Table

Graham N. Downs, the Company’s President and CEO, Larry B. Donaldson, the Company's former CFO, and Jasmine Lau, the Company’s current CFO, are the NEOs of the Company for the purposes of the following disclosure. The compensation for the NEOs, directly or indirectly, for the Company’s three most recentlycompleted financial years is as follows:

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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 compensation ($)	Total compensation ($)
					Annual incentive plans	Long- term incentive plans
Graham N. Downs(2) President and CEO	December 31, 2021	225,000	Nil	20,000	Nil	Nil	Nil	Nil	245,000
	December 31,2020	229,248	Nil	24,000	Nil	Nil	Nil	Nil	253,248
	December 31,2019	229,101	Nil	31,500	Nil	Nil	Nil	Nil	260,601
Larry B. Donaldson(3) former CFO	December 31, 2021	Nil	Nil	Nil	Nil	Nil	Nil	14,500(4)	14,500
	December 31,2020	Nil	Nil	18,000	Nil	Nil	Nil	60,300(4)	78,300
	December 31,2019	Nil	Nil	27,000	Nil	Nil	Nil	50,700(4)	77,700
Jasmine Lau(5) CFO	December 31,2021	Nil	Nil	Nil	Nil	Nil	Nil	5,500(6)	5,500
	December 31,2020	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	December 31,2019	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1) The value of incentive stock options granted during the financial year ended December 31, 2021 was $0.08 per option, the value of incentive stock options granted during the financial year ended December 31, 2020 was $0.12 per option and the value of the incentive stock options granted during the financial year ended December 31, 2019 was $0.18 per option. The Company calculated the compensation cost by using the Black-Scholes option pricing model as follows: for options granted in 2021 by assuming a risk free interest rate of 0.89%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 70.36% and an expected life of the options of five years; for options granted in 2020 by assuming a risk free interest rate of 1.45%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 64.98% and an expected life of the options of five years; and for options granted in 2019 by assuming a risk free interest rate of 1.84%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 71.98% and an expected life of the options of five years. There was no cash compensation actually paid to any of the NEOs disclosed in the above table in connection with the granting of the incentive stock options in respect of which these “Option-based awards” were calculated.

(2) Mr. Downs was appointed CEO on March 12, 2007, and was appointed President on June 18, 2015.
(3) Mr. Donaldson was appointed CFO on May 18, 2011, and resigned as CFO on June 10, 2021.

(4) Paid to Donaldson Brohman Martin CPA Inc. (formerly Donaldson Grassi, Chartered Professional Accountants until January 31, 2019), an accounting firm of which Mr. Donaldson is a principal.

(5) Ms. Lau was appointed CFO on June 10, 2021.
(6) Paid to Red Fern Consulting Ltd., an accounting firm of which Ms. Lau is an associate.
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D. Incentive Plan Awards

As disclosed under "B. Compensation Discussion and Analysis" of this Item IX ("Statement of Executive Compensation"), the Company has a Stock Option Plan (the "Plan") in place for the purpose of attracting and motivating directors, officers, employees and consultants of the Company and advancing the interests of the Company by affording such persons the opportunity to acquire an equity interest in the Company through rights granted under the Plan to purchase shares of the Company. A copy of the Plan will be available for review at the Meeting.

Options are granted from time to time under the Plan as determined by the Board of Directors upon recommendation from the Corporate Governance and Compensation Committee, including options granted to executive officers. Previous grants of options under the Plan are taken into account when the granting of new options is being considered.

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table discloses the particulars of all awards for each NEO outstanding at the end of the Company’s financial year ended December 31, 2021, including awards granted before this most recently completed financial year:

	Option-based Awards	Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in- the-money options ($)(7)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Graham Downs	275,000 175,000 200,000 250,000	0.55 0.30 0.22 $0.18	February 1, 2023 February 4, 2024 January 9, 2025 July 8, 2026	Nil Nil Nil Nil	N/A	N.A	N/A
Jasmine Lau	200,000(8)	0.18	July 8, 2026	Nil	N/A	N/A	N/A

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table summarizes the value of each incentive plan award vested or earned by each NEO during the financial year ended December 31, 2021:

(7) “In-the-money options” means the excess of the market value of the Company’s shares on December 31, 2021 over the exercise price of the options. The last trading price of the Company’s shares on the TSX Venture Exchange on December 31, 2021 (being the last day in the 2021 calendar year in which the Company’s shares traded on the TSX Venture Exchange) was $0.10.

(8) These options are held by Red Fern Consulting Ltd., an accounting firm of which Ms. Lau is an associate.

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Name	Option-based awards – Value vested during the year ($)(9)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Graham N. Downs	Nil	N/A	N/A
Jasmine Lau	Nil	N/A	N/A

OPTION REPRICINGS

There were no repricings of stock options granted under the Company’s Stock Option Plan during the financial year ended December 31, 2021.

E. Pension Plan Benefits

The Company has no defined benefit plans that provide for payments or benefits to any NEO at, following or in connection with retirement.

The Company also does not have any defined contribution or deferred compensation plans relating to any NEO.

F. Termination and Change of Control Benefits

Other than as disclosed herein, the Company does not have any pension or retirement plan which is applicable to the NEOs. The Company has not provided compensation, monetary or otherwise, during the most recently completed financial year, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company. The Company is not party to any compensation plan or arrangement with an NEO resulting from the resignation, retirement or termination of employment of any such person.

There are no compensatory plans or arrangements between the Company and an NEO with respect to the resignation, retirement or other termination of employment of the NEO, a change of control of the Company, or a change in the NEO’s responsibilities following a change of control of the Company involving an amount, including all periodic payments or instalments, exceeding $50,000, save and except that the Company may terminate its employment agreement with its President and CEO Graham Downs by paying an amount equal to 18 months of salary in lieu of notice; in addition, in the event of a change of control of the Company resulting in an “event of termination” within six months of a change of control, Mr. Downs may elect to terminate his employment agreement with the Company, in which event the Company would be required to make a severance payment equal to 24 months salary.

(9) “Value vested during the year” means the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. This amount is calculated by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. There was no cash compensation actually paid to any of the NEOs disclosed in the above table in connection with the option-based awards in respect of which these values vested during the year were calculated.

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G. Director Compensation

The Company has no pension plan or other arrangement for non-cash compensation for its directors who are not NEOs, except incentive stock options. During the Company’s completed financial year ended December 31 , 2021, the following options were granted to directors who are not NEOs:

Name Robert C. Carne Bruce J. Kenway Glenn R. Yeadon Douglas O. Goss Bruce Youngman Don Poirier James Gray	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date July 8, 2026 July 8, 2026 July 8, 2026 July 8, 2026 July 8, 2026 July 8, 2026 July 8, 2026
	250,000	0.18
	225,000	0.18
	225,000	0.18
	250,000	0.18
	225,000	0.18
	225,000	0.18
	250,000	0.18

The following table discloses all amounts of compensation provided by the Company to its directors who are not NEOs for the financial year ended December 31, 2021:

Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)(10)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Robert C. Carne	13,050	N/A	20,000	N/A	N/A	Nil	33,050
Bruce J. Kenway	12,000	N/A	18,000	N/A	N/A	Nil	30,000
Glenn R. Yeadon	87,754	N/A	18,000	N/A	N/A	Nil	105,754
Douglas O. Goss	42,000	N/A	20,000	N/A	N/A	Nil	62,000
Bruce Youngman	Nil	N/A	18,000	N/A	N/A	Nil	18,000
Don Poirier	Nil	N/A	18,000	N/A	N/A	Nil	18,000
James Gray	Nil	N/A	20,000	N/A	N/A	Nil	20,000

Other than as set forth in the foregoing, no director of the Company who is not an NEO has received, during the most recently completed financial year, compensation pursuant to:

(10) The value of the incentive stock options granted during the financial year ended December 31, 2021 was $0.08 per option. The Company calculated the compensation cost by using the Black-Scholes option pricing model assuming a risk free interest rate of 0.89%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 70.36% and an expected life of the options of five years. There was no cash compensation actually paid to any of the directors who are not NEOs disclosed in the above table in connection with the granting of the incentive stock options in respect of which these “Option-based awards” were calculated.

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(a) any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
(b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or
(c) any arrangement for the compensation of directors for services as consultants or experts.

XI. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company were authorized for issuance at the end of the Company’s financial year ended December 31, 2021:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	11,675,000	$0.36	6,761,854
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	11,675,000	$0.36	6,761,854

XII. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director, employee, former executive officer, former director, former employee, proposed nominee for election as a director, or associate of any such person has been indebted to the Company or its subsidiaries at any time since the commencement of the Company's last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company or its subsidiaries at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

XIII. MANAGEMENT CONTRACTS

Pursuant to a consulting agreement dated January 1, 2018, the Company engaged Ian J. Talbot to provide certain management services to the Company. Remuneration under that agreement is $3,500 (plus GST) per month, based on Mr. Talbot providing 32 hours of management services to the Company per month.

Pursuant to a consulting agreement dated January 1, 2018, the Company engaged Douglas O. Goss Professional Corporation, a private company controlled by Company Chairman and Director Douglas O. Goss, to provide certain consulting services to the Company for remuneration of $3,500 (plus GST or HST, if applicable) per month. This remuneration is based on an estimate of 10 hours of service being provided during each calendar month, with additional compensation to be paid at the rate of $250 per hour of service provided.

Pursuant to an employment agreement dated September 1, 2018, the Company engaged its President and CEO Graham Downs as an employee for remuneration of $225,000 per annum.

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Pursuant to an employment agreement dated May 1, 2020, the Company engaged Andrew Carne as its VicePresident, Corporate and Project Development for remuneration of $120,000 per annum. (By amending agreements dated May 1, 2021 and May 1, 2022, the remuneration has been increased to $150,000 per annum.)

Pursuant to an employment agreement dated May 1, 2020, the Company engaged Adam Coulter as its VicePresident, Exploration for remuneration of $120,000 per annum. (By amending agreements dated May 1, 2021 and May 1, 2022, the remuneration has been increased to $150,000 per annum.)

XIV. CORPORATE GOVERNANCE

Pursuant to National Policy 58-101 – Disclosure of Corporate Governance Practices (“ NP 58-101 ”) the Company is required to and hereby discloses its corporate governance practices as follows:

1. Board of Directors

The Board of Directors of the Company facilitates its exercising of independent supervision over the Company’s management through frequent meetings of the Board, both with and without members of the Company’s management (including members of management that are also directors) being in attendance.

Bruce J. Kenway, Bruce Youngman and Don Poirier are “independent” directors in that each is independent and free from any interest, and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with the best interests of the Company, other than interests and relationships arising from shareholdings.

Robert C. Carne, Glenn R. Yeadon and Douglas O. Goss are members of management and/or provide services to the Company for which they are compensated, and are therefore not independent.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia) , is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.

2. Directorships

Certain of the directors of the Company (or nominees for director) are presently a director in one or more other reporting issuers, as follows:

Directors Robert C. Carne Glenn R. Yeadon Bruce A. Youngman James Gray Graham Downs	Other Issuers Rockhaven Resources Ltd. Strategic Metals Ltd., Taranis Resources Inc. and Rockhaven Resources Ltd. Strategic Metals Ltd., Silver Range Resources Ltd., Rockhaven Resources Ltd. and Pacific Ridge Exploration Ltd. Arcus Development Group Inc. Trifecta Gold Ltd.

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3. Orientation and Continuing Education

Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Company’s business will be necessary and relevant to each new director. The Company provides continuing education for its directors as such need arises and encourages open discussion at all meetings which format encourages learning by the directors.

4. Ethical Business Conduct

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

In addition, the Board must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

5. Nomination of Directors

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

6. Compensation

The Company has a Corporate Governance and Compensation Committee, the current members of which are Robert C. Carne, Douglas O. Goss and Glenn R. Yeadon. (Mr. Goss will not be standing for re-election as a Director at the Meeting.) This Committee administers the Company’s compensation program, the objectives of which are:

(a) to attract and retain qualified and experienced executives to drive the continued development of the Company and its current and future mineral exploration assets, thereby creating shareholder value; and
(b) to provide executives with appropriate compensation and incentives so as to encourage the development of the Company.

7. Other Board Committees

In addition to the Audit Committee and the Corporate Governance and Compensation Committee, the Company has a Technical Committee, the members of which are Robert C. Carne, Bruce Youngman and William A. Wengzynowski. Messrs. Carne and Youngman are directors of the Company. Mr. Wengzynowski is an independent consulting geological engineer.

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8. Assessments

The Board will annually review its own performance and effectiveness as well as review annually the Audit Committee Charter and recommend revisions to the Board as necessary. Neither the Company nor the Board has determined formal means or methods to regularly assess the Board, its committees, or the individual directors with respect to their effectiveness and contributions. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of an individual director are informally monitored by the other Board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Company feels its corporate governance practices are appropriate and effective for the Company, given its relatively small size and limited operations. The Company’s method of corporate governance allows for the Company to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

XV. AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following.

A. Audit Committee Charter

The Company’s audit committee is governed by an audit committee charter, the text of which is attached as Schedule “A” to this Information Circular.

B. Composition of the Audit Committee

The Company’s audit committee consists of three directors, James Gray, Glenn R. Yeadon and Don Poirier. As defined in NI 52-110, each of Messrs. Gray and Poirier is “independent” and Mr. Yeadon is not “independent”.

A member of the audit committee is “independent” if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s Board of Directors, reasonably interfere with the exercise of the member’s independent judgment.

C. Relevant Education and Experience

NI 52-110 provides that a member of the audit committee is considered to be “financially literate” if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexities of the issues that can reasonably be expected to be raised by the Company.

All of the members of the Company’s audit committee are considered to be “financially literate”, as that term is defined in NI 52-110.

James Gray is a Chartered Professional Accountant, Chartered Accountant and has been a partner in the Vancouver accounting firm of DeVisser Gray LLP since 2001. He graduated from Simon Fraser University with a Bachelor of Arts degree (history) in 1990 and from the British Columbia Institute of Technology with a Financial Management diploma in 1993. In 1997, Mr. Gray qualified as a Chartered Accountant in British Columbia. In a volunteer capacity, he previously served as Treasurer of the Association for Mineral Exploration British Columbia and Geoscience BC.

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Glenn R. Yeadon is a barrister and solicitor in British Columbia, practicing mainly in the field of securities law. He has been associated in the practice of law with Tupper, Jonsson & Yeadon and predecessor firms since 1980. He obtained a Bachelor of Commerce from the University of British Columbia in 1975, and a Bachelor of Laws from the University of British Columbia in 1976. He has been a director and an officer of a number of reporting issuers for many years.

Don Poirier is a retired mining executive who previously worked with a mid-tier metals producer and prior to that, in the capital markets area as a mining analyst. He is also a graduate of the Institute of Corporate Directors – Director Education Program at the University of Toronto, Rotman School of Management, and a member of the Institute of Corporate Directors.

The Board of Directors believes that the audit committee members have the relevant education and experience to comply with NI 52-110.

Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must preapprove all non-audit services to be provided by the auditor, where the total amount of fees related to the nonaudit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

D. External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

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Financial Year Ending	Audit Fees(11)	Audit Related Fees(12)	Tax Fees(13)	All Other Fees(14)
December 31, 2021	$39,476	Nil	Nil	Nil
December 31, 2020	$35,427	Nil	Nil	Nil

E. Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

XVI. PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

Management intends to propose for adoption an ordinary resolution that the number of directors of the Company be fixed at seven (7) .

Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a director before then. In the absence of instructions to the contrary, the shares represented by proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the persons to be nominated for election as directors, the positions and offices which they presently hold with the Company, their respective principal occupations and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular:

(11) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation such as comfort letters, consents, reviews of securities filings and statutory audits.

(12) “Audit Related Fees” include services that are traditionally performed by the auditor. These audit related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(13) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice include assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities.
(14) “All Other Fees” include all other non-audit services.
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Name of Nominee, Residence and Present Positions Held	Principal Occupation	Director Since	Number of Shares Beneficially Owned or Controlled
Robert C. Carne(15)(16) British Columbia, Canada Director	Geologist; Director of ATAC Resources Ltd. and Chairman and Director of Rockhaven Resources Ltd.	October 15, 1998	1,887,126
Glenn R. Yeadon(15) (17) British Columbia, Canada Secretary and Director	Barrister and Solicitor; associated in the practice of law (through a personal law corporation) with Tupper Jonsson & Yeadon, Barristers & Solicitors	March 12, 2007	507,167
Bruce A. Youngman(16) British Columbia, Canada Director	Director of each of Strategic Metals Ltd., Rockhaven Resources Ltd., Silver Range Resources Ltd. and Pacific Ridge Explorations Ltd.	June 10, 2010	160,000
Don Poirier(17) British Columbia, Canada Director	Retired mining executive	June 7, 2016	Nil
James Gray(17) British Columbia, Canada Director	Chartered Professional Accountant; Managing Partner of De Visser Gray LLP	October 1, 2021	100,000
Maureen Upton British Columbia, Canada Director	Principal, Maureen Upton Ltd.	June 8, 2022	Nil
Graham Downs British Columbia, Canada President and CEO	President and Chief Executive Officer of ATAC Resources Ltd.	N/A	370,371

The terms of office of those nominees who are presently directors will expire as of the date of the Meeting. All of the directors who are elected at the Meeting will have their term of office expire at the next Annual General Meeting of the Company.

No proposed director of the Company is, or within the 10 years before the date of this Information Circular has been, a director or executive officer of any company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
(b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(15) Denotes member of the Corporate Governance and Compensation Committee.

(16) Denotes member of the Technical Committee
(17) Denotes member of the Audit Committee.
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(c) 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.

No proposed director of the Company 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.

The above information was provided by management of the Company.

B. Appointment of Auditors

Management proposes that Davidson & Company LLP, Chartered Professional Accountants, of Suite 1200 – 609 Granville Street, Vancouver, B.C. be reappointed as Auditors of the Company for the ensuing year at a remuneration to be negotiated between the Auditors and the Board of Directors.

C. Adoption of new Incentive Stock Option Plan

At the Meeting, shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution approving the adoption of a new Stock Option Plan (the "New Plan"), to replace the existing Stock Option Plan (the “Current Plan”), the renewal of which was most recently approved by shareholders at the Company’s 2021 Annual General Meeting held on August 11, 2021. The terms of the New Plan are similar to those of the Current Plan, but revised to specifically address the current Policies of the Exchange applicable to Stock Option Plans. The purpose of the New Plan will be to assist the Company in attracting, retaining and motivating directors, officers, employees and consultants to the Company and to closely align the personal interests of such directors, officers, employees and consultants with the interests of the Company and its shareholders. Options granted under the New Plan will be non-assignable and may be granted for a term not exceeding that permitted by the Exchange (currently ten years). A summary of the material aspects of the New Plan is as follows:

the adoption and implementation of the New Plan is subject to shareholder approval and acceptance by the TSX Venture Exchange;
the Plan will be administered by the Company's Board of Directors or, if the Board so designates, a Committee of the Board appointed in accordance with the Plan to administer the Plan;
the maximum number of shares in respect of which options may be outstanding under the Plan at any given time is equivalent to 10% of the issued and outstanding shares of the Company at that time, less the number of shares, if any, subject to existing options;
following termination of an optionee's employment, directorship, consulting agreement or other qualified position, the optionee's option shall terminate upon the expiry of such period of time following termination, not to exceed 90 days (30 days if the optionee is engaged in providing investor relations services), as has been determined by the directors;
an option granted under the Plan will terminate one year following the death of the optionee. These provisions do not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and do not apply to any portion of an option which had not vested at the time of death or other termination;
as long as required by Exchange policy, no one individual may receive options on more than 5% of the issued and outstanding shares of the Company (the "Outstanding Shares") in any 12 month period, no one consultant may receive options on more than 2% of the Outstanding Shares in any 12 month period,
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and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the Outstanding Shares in any 12 month period;

options may not be granted at prices that are less than the Discounted Market Price as defined in Exchange policy which, subject to certain exceptions, generally means the most recent closing price of the Company's shares on the Exchange, less a discount of from 15% to 25%, depending on the trading value of the Company's shares;
for any option which would otherwise expire during the period during which the Optionee was prohibited from trading in the Company’s securities (a “Blackout Period”), the term of such option shall be extended such that the option shall expire at the close of business on the tenth business day subsequent to the date the Blackout Period has been terminated;
any amendment of the terms of an option shall be subject to any required regulatory and shareholder approvals; and
in the event of a reorganization of the Company or the amalgamation, merger or consolidation of the shares of the Company, the Board of Directors shall make such appropriate provisions for the protection of the rights of the optionee as it may deem advisable.

A copy of the New Plan will be available for review at the Meeting.

Directors' Recommendation

The Board has determined that the adoption of the New Plan is in the best interests of the Company and its shareholders and unanimously recommends that shareholders vote in favour of the ordinary resolution approving the adoption of the New Plan.

Shareholder Approval

As disclosed above, the adoption of the New Plan is subject to the Company receiving shareholder approval therefor.

The form of resolution to be placed before shareholders at the Meeting is as follows:

“Be it Resolved that, as an Ordinary Resolution, with or without amendment:

The adoption by the Company of a new Stock Option Plan as described in the management information circular dated June 27, 2022, prepared in connection with this annual general and special meeting of shareholders, is hereby approved, ratified and confirmed, with or without amendment.
The board of directors of the Company is authorized to perform such further acts and execute such further documentation as may be required to give effect to the foregoing."

The persons named in the form of proxy, if named as proxy, intend to vote such proxy in favour of the resolution to approve the adoption of the New Plan, unless a shareholder has specified in its proxy that its common shares are to be voted against the resolution. If no choice is specified by the shareholder to vote for or against the resolution referred to above, the persons whose names are printed in the enclosed form of proxy intend to vote in favour of the resolution. (In the event the resolution to approve the adoption of the New Plan is approved, the continuation of the New Plan will be subject to the Company receiving shareholder approval for the renewal thereof at subsequent Annual General Meetings.)

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XVII. OTHER MATTERS TO BE ACTED UPON

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment thereof. The management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

XVIII. ADDITIONAL INFORMATION

Additional information concerning the Company is available on SEDAR at www.sedar.com. Financial information concerning the Company is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for the financial year ended December 31, 2020.

Shareholders wishing to obtain a copy of the Company’s financial statements and Management’s Discussion and Analysis may obtain them free of charge on SEDAR at www.sedar.com, or may contact the Company as follows:

ATAC RESOURCES LTD. Suite 1500 – 409 Granville Street Vancouver, B.C. V6C 1T2 Telephone: 604-688-0111 Ext 125 Cell: 604-785-4505 E-mail: [email protected]

XIX. BOARD APPROVAL

The content and sending of this Information Circular has been approved by the Company's Board of Directors. 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, the 27[th] day of June, 2022.

ON BEHALF OF THE BOARD

“Graham N. Downs”

GRAHAM N. DOWNS

President and CEO

SCHEDULE “A”

ATAC RESOURCES LTD.

(the “Company”)

AUDIT COMMITTEE CHARTER

PURPOSE

The purpose of the Committee is to assist the Board in carrying out its responsibilities for the oversight and monitoring of the Company’s financial reporting and controls.

POLICY STATEMENT

The Committee expects management of the Company to operate in compliance with the Company’s corporate policies; with laws and regulations governing the Company; and to maintain strong financial reporting and control processes.

AUTHORITY

The Committee shall have the authority:

to institute investigations of improprieties, or suspected improprieties, within the scope of its responsibilities,
to inspect any and all books and records of the Company,
to discuss with Company personnel, any affected party and the Auditors, such accounts, records and other matters as any member of the Committee considers necessary and appropriate,
to engage independent counsel and other advisors as it determines necessary to carry out its duties, and
to access Company resources including administrative support to assist in carrying out its duties.

COMPOSITION

The Committee shall consist of at least three directors appointed by the Board.

The Board shall appoint the Chairman of the Committee.

At least one member of the Committee shall be an independent director and free from any relationship that in the opinion of the Board would interfere with his or her independent judgment as a member of the Committee.

A director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until his or her resignation.

The Secretary or the Assistant Secretary of the Company shall be the secretary of the Committee.

MEETINGS

The Committee shall meet a minimum of four times a year at such times and places as may be designated by the Chairman of the Committee, and whenever a meeting is requested by the Board, a

member of the Committee, the Auditors or a Senior Officer (“Senior Officer”) of the Company. Meetings shall correspond with the review of the Interim and Annual Financial Statements, MD&A, Press Releases and Reports to Shareholders.

Notice of each meeting of the Committee shall be given to each member of the Committee and to the Auditors, if applicable, who shall be entitled to attend each meeting of the Committee and shall attend whenever requested to do so by a member of the Committee.

Notice of a meeting of the Committee shall be in writing, stating the nature of the business to be transacted at the meeting in reasonable detail, be accompanied by copies of documentation to be considered at the meeting (to the extent practicable), and be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit.

A quorum for a meeting of the Committee shall be a majority of the members of the Committee. However it shall be the practice of the Committee to require review and, if necessary, approval of all important matters by all members of the Committee.

A member of the Committee may participate in a meeting of the Committee by telephone, and such member shall be deemed to be present at the meeting.

In the absence of the Chairman of the Committee, the members of the Committee shall choose one of the members present to chair the meeting.

In the absence of the Secretary or the Assistant Secretary of the Company, the members of the Committee shall choose one of the persons present to be the secretary of the meeting.

Minutes of all meetings of the Committee shall be signed by the Chairman of the Committee and the Secretary of the meeting. Such minutes shall be filed with the Secretary of the Company at the earliest opportunity after each meeting.

A resolution in writing, signed by all members of the Committee is valid as if passed at a meeting of the Committee.

The Committee shall, at the next regular Board meeting after each Committee meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as deemed appropriate.

RELIANCE ON EXPERTS

In discharging their duties, each Committee member shall be entitled to rely in good faith upon:

financial statements represented by a Senior Officer or the Auditors to present fairly the financial position of the Company in accordance with generally accepted accounting principles, and
any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

LIMITATIONS ON COMMITTEE’S DUTIES

Each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this charter is

intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all board members are subject. The essence of the Committee’s duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Company’s responsibilities are being met and to enable the Committee to report thereon to the Board.

RELATIONSHIP WITH EXTERNAL AUDITOR

The Auditors shall be accountable to the Board through the Committee. The Auditors shall report all material issues or potentially material issues to the Committee.

RESPONSIBILITIES AND DUTIES

Charter

The Committee shall:

prepare a written charter adopted by the Board setting out its mandate, responsibilities and duties, and
• assess on an annual basis the adequacy of the Charter.

Communications

The Committee shall:

have direct, open and frank communications with management, other committee chairmen, the Auditors and other key committee advisors as applicable,
if applicable, establish procedures for the treatment of complaints, if any, received by the Company regarding accounting, internal accounting controls or auditing matters, and
if applicable, establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting and auditing matters.

Auditors

The Committee shall:

select and recommend to the Board, the Auditors 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,
consider and recommend to the Board the compensation of the Auditors,
obtain from the Auditors a formal written statement concerning the Auditor’s independence and review and discuss with the Auditors all disclosed relationships or services that could impact on their objectivity and independence,
review the Auditors’ annual audit plan, including scope, staffing, materiality and areas of special emphasis prior to the commencement of the audit,
evaluate the performance of the Auditors and recommend to the Board the discharge of the Auditors when circumstances are warranted,
pre-approve all non-audit services to be provided by the Auditors (except for any services prohibited by legislation) and consider the potential impact of such services on the Auditors’ independence (subject to the DeMinimus Non-Audit Services and Delegation of Pre-Approval Function exemptions as such terms are defined in MI 51-110),
review and discuss with the Auditors the results of their audit (upon completion of their audit and prior to the filing or releasing of the annual financial statements),

review and resolve any disagreements and unresolved issues between management and the Auditors that could affect the financial reporting,
review the extent to which recommendations made by the Auditors have been implemented, and
meet separately with the Auditors in the absence of management at least once annually and discuss among other things any significant disagreements with management, any restrictions on the scope of work or access to required information, the susceptibility of a material misstatement in the financial statements due to fraud and the adequacy of the Company’s accounting and financial personnel.

Financial reporting

The Committee shall:

review the Company’s Interim and Annual Financial Statements and related MD&A, Press Releases and Report to Shareholders, before public disclosure of this information, and recommend for approval by the Board if appropriate,
review all public disclosure documents containing financial information derived from the Company’s financial statements including any prospectuses, offering memorandums, business acquisitions reports, annual reports, annual information forms, MD&A and Press Releases, and if appropriate, recommend for approval by the Board,
determine that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and annually review the adequacy of these procedures,
in conjunction with the review of the Interim and Annual Financial Statements, review the following with management and the Auditors (if the Auditors have performed a review or audit of the financial statements):
critical accounting policies, changes in accounting policies and new accounting policies adopted by the Company,
alternative accounting policies that have been discussed with management and the policies preferred by the Auditors,
significant estimates made by management and the view of the Auditors as to the appropriateness of such estimates,
significant financial reporting issues that have arisen and the resolution or proposed resolution of such issues,
significant transactions outside the normal business of the Company,
related party transactions, and
new or proposed accounting pronouncements and regulatory developments and their relevance to the Company,
review with management, the Auditors and if necessary legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material affect upon the Company’s financial statements and the manner in which such matters have been disclosed in the financial statements,
review any correspondence that the Company may receive from securities regulators or government agencies relating to financial reporting matters, and
review the financial statement certification process.

Internal controls and risk

The Committee shall:

review on an annual basis with management and in consultation with the Auditors the appropriateness and effectiveness of the Company’s internal controls, policies and business practices which impact the financial integrity of the Company, including those relating to accounting, information systems, financial reporting, management reporting, insurance and risk management,
consider and review with management any recommendations of the Auditors regarding weaknesses in internal controls and the extent to which recommendations made by the Auditors have been implemented by management,
review the hedging and other risk management policies and procedures of the Company, and
review with management the amount and terms of any insurance to be obtained or maintained by the Company with respect to risks inherent in its operations and potential liabilities that may be incurred by the directors or Senior Officers in the discharge of their duties and responsibilities.

Other

The Committee shall:

review the status of the Company’s tax returns,
review the appointments of the Chief Financial Officer and any key financial managers who are involved in the financial reporting process,
review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former Auditors,
if applicable, review and approve the reasonableness of the expenses of the Chairman of the Board and the Chief Executive Officer,
develop a calendar of activities to be undertaken by the Committee for each ensuing year and submit the calendar in the appropriate format to the Board following each Annual General Meeting,
review reports from management with respect to the Corporation’s compliance with laws and regulations having a material impact on the Financial Statements including:
(a) tax and financial reporting laws and regulations,
(b) legal withholding requirements,
(c) environmental protection laws and regulations, and
(d) other laws and regulations which expose directors to liability,
obtain certificates from Senior Officers containing such representations as the Committee may request, and
perform any other activities consistent with the Charter, the Company bylaws and governing law, as the Board or the Committee deems necessary or appropriate.

AI assistant

Solaris Resources Inc. — Proxy Solicitation & Information Statement 2022

47646_rns_2022-07-07_04ea9fad-3054-4c67-9760-e69ef1cfab61.pdf

ATAC RESOURCES LTD.

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 10, 2022

I. SOLICITATION OF PROXIES

II. COVID-19 NOTICE

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY OR BY VOTING INSTRUCTION FORM RATHER THAN ATTENDING THE MEETING IN PERSON.

III. PERSONS OR COMPANIES MAKING THE SOLICITATION

IV. APPOINTMENT AND REVOCATION OF PROXIES

V. VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

VI. ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

Distribution to NOBOs

Distribution to OBOs

VII. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A. Voting Securities

B. Record Date

C. Principal Holders

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

IX. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

X. STATEMENT OF EXECUTIVE COMPENSATION

A. General Provisions

B. Compensation Discussion and Analysis

COMPENSATION PROGRAM OBJECTIVES

ROLE OF EXECUTIVE OFFICERS IN DETERMINING COMPENSATION

ELEMENTS OF THE COMPENSATION PROGRAM FOR FISCAL YEAR 2021

BASE SALARY

STOCK OPTIONS

RISK CONSIDERATIONS

C. Summary Compensation Table

D. Incentive Plan Awards

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

OPTION REPRICINGS

E. Pension Plan Benefits

F. Termination and Change of Control Benefits

G. Director Compensation

XI. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

XII. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

XIII. MANAGEMENT CONTRACTS

XIV. CORPORATE GOVERNANCE

1. Board of Directors

2. Directorships

3. Orientation and Continuing Education

4. Ethical Business Conduct

5. Nomination of Directors

6. Compensation

7. Other Board Committees

8. Assessments

XV. AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

A. Audit Committee Charter

B. Composition of the Audit Committee

C. Relevant Education and Experience

D.

External Auditor Service Fees

E. Exemption

XVI. PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

B. Appointment of Auditors

C. Adoption of new Incentive Stock Option Plan

Directors' Recommendation

Shareholder Approval

“Be it Resolved that, as an Ordinary Resolution, with or without amendment:

XVII. OTHER MATTERS TO BE ACTED UPON

XVIII. ADDITIONAL INFORMATION

XIX. BOARD APPROVAL

ON BEHALF OF THE BOARD

GRAHAM N. DOWNS

SCHEDULE “A”

ATAC RESOURCES LTD.

AUDIT COMMITTEE CHARTER

PURPOSE

POLICY STATEMENT

AUTHORITY

COMPOSITION

MEETINGS

RELIANCE ON EXPERTS

LIMITATIONS ON COMMITTEE’S DUTIES

RELATIONSHIP WITH EXTERNAL AUDITOR

RESPONSIBILITIES AND DUTIES

Solaris Resources Inc. Proxy Solicitation & Information Statement 2022