Southstone Minerals Limited — Proxy Solicitation & Information Statement 2020

Apr 18, 2020

Southstone Minerals Limited 202 – 5626 Larch Street Vancouver, British Columbia V6M 4E1, Canada TSX Venture: SML

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, 15 MAY 2020

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

14 April 2020

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders (the "Meeting") of Southstone Minerals Limited (the "Company") will be held at 5626 Larch Street, Vancouver, British Columbia, V6M 4E1, Canada, at 8:00 a.m., on Friday, 15 May 2020 for the following purposes:

• 1. To receive and consider the audited consolidated financial statements of the Company for the year ended 31 August 2019, together with the report of the auditors thereon;
• 1. To fix the number of directors for the ensuing year at five;
• 1. To elect directors for the ensuing year;
• 1. To appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration;
• 1. To ratify and approve the incentive stock option plan of the Company as more particularly described in the Management Information Circular; and
• 1. To consider and, if thought fit, to pass a special resolution to dispose of the Kwena Group as more particularly described in the Management Information Circular;
• 1. To transact such other business as may properly be brought before the Meeting or any adjournment thereof.

COVID-19 Plan: This year, to proactively deal with the unprecedented public health impact of the Coronavirus (COVID-19) and in order to mitigate potential risks to the health and safety of its shareholders, employees, communities and other stakeholders, the Company is encouraging shareholders NOT to attend in person the annual meeting on May 15, 2020. Shareholders are encouraged to vote by proxy and to attend the meeting via live audio webcast. Shareholders attending via webcast will be afforded the opportunity to ask questions of management at the conclusion of the meeting.

Webex details are as follows:

Website:	www.webex.com (click on "Join" in the top right hand corner)
Access Code:	627 529 179
Password:	MFdm3hmmb87 (63363466 from phones and video systems)
Phone:	1-408-418-9388 (US Toll)
Access Code:	627 529 179

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

Registered holders of common shares of record at the close of business on 9 April 2020 are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, TSX Trust Company Attn: Proxy Department, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out in the accompanying Management Information Circular.

DATED at Vancouver, British Columbia this 14th day of April 2020.

BY ORDER OF THE BOARD

/s/ "Terry L. Tucker"

Terry L. Tucker Executive Chair

Southstone Minerals Limited 202 – 5626 Larch Street Vancouver, British Columbia V6M 4E1, Canada TSX Venture: SML

MANAGEMENT INFORMATION CIRCULAR

This Information Circular contains information as at 9 April 2020 unless otherwise stated.

This management information circular ("Circular") is furnished in connection with the solicitation of proxies by the management ("Management") of Southstone Minerals Limited (the "Company") for use at the annual and special meeting (the "Meeting") of shareholders ("Shareholders") of the Company to be held at 8:00 a.m. (Vancouver time) on Friday, 15 May 2020, at the place and for the purposes set forth in the notice of the Meeting (the Notice of Meeting").

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by Management will be conducted by mail and may be supplemented by telephone or other personal contact and such solicitation will be made without special compensation granted to the directors, regular officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining, from the principals of such persons, authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this Circular and related proxy materials to their customers. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Registered Shareholders

If you are a registered Shareholder, you may wish to vote by proxy whether or not you attend the Meeting in person. If you submit a proxy, you must complete, date and sign the proxy, and return it to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada not less than 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment(s) or postponement(s) thereof.

Non-Registered Shareholders

Only directly registered Shareholders or duly appointed proxyholders are entitled to vote at the Meeting. Most Shareholders are non-registered Shareholders ("Non-Registered Shareholders") because the common shares of the Company ("Common Shares") they own are not registered in their names but are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESSPs and similar plans); or (b) in the name of a clearing agency such as The Canadian Depository for Securities Limited in Canada or the Depository Trust Company in the United States, of which the Intermediary is a participant.

These meeting materials are being sent to both registered and non-registered owners of the securities. If you are a nonregistered 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. Please return your voting instructions as specified in the request for voting instructions or form of proxy delivered to you.

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

• a) Be given a proxy which has already been signed by an Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed by the Intermediary. This form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and return it in accordance with the instructions provided in the proxy; or
• b) More typically, be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "Voting Instruction Form" or "VIF"), which the Intermediary must follow.

In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. However, without specific voting instructions, Intermediaries and their agents and nominees are prohibited from voting shares for their clients. Accordingly, each Non-Registered Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Should a Non-Registered Shareholder who receives either a proxy or a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the Non-Registered Shareholder should strike out the names of the persons named in the Proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the cases of a VIF, follow the corresponding instructions on the form.

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). Pursuant to NI 54-101, issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs.

These Meeting Materials are being sent to both registered and non-registered owners of the Common Shares. If you are a Non-Registered Shareholder, and the Company or its agent has sent these Meeting 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.

The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. The Company does not intend to pay for Intermediaries to forward the Meeting Materials to OBOs. Accordingly, OBOs will not receive the Meeting Materials unless the Intermediary assumes the cost of delivery.

Appointment and Revocation of Proxies

The persons named in the accompanying form of proxy are directors and/or officers of the Company. A Shareholder has the right to appoint a person or company (who need not be a Shareholder) other than the persons whose names appear in such form of proxy, to attend and act for and on behalf of such Shareholder at the Meeting and any adjournment(s) or postponement(s) thereof. Such right may be exercised either by striking out the names of the persons specified in the form of proxy and inserting the name of the person or company to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting, or any adjournment(s) or postponement(s) thereof.

A registered Shareholder of the Company who has given a proxy may revoke the proxy by: (a) depositing an instrument in writing, including another completed form of proxy, executed by such registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the registered Shareholder is a corporation, by an officer or attorney thereof properly authorized, either: (i) at the principal office of the Company at any time prior to 8:00 a.m. (Vancouver time) on the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof, (ii) with the said office of TSX Trust Company Attn: Proxy Department at any time prior to 8:00 a.m. (Vancouver time) on the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof, or (iii) with the Chair of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof; (b) transmitting, by telephone or electronic means, a revocation that complies with paragraphs (i), (ii) or (iii) above and that is signed by electronic signature, provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such Shareholder or by or on behalf of his or her attorney, as the case may be; or (c) in any other manner permitted by law including attending the Meeting in person.

A Non-Registered Shareholder who has submitted a proxy may revoke a VIF or proxy that has been given to an Intermediary or to the service company that the Intermediary uses by following the instructions of the Intermediary respecting the revocation of proxies, provided that an Intermediary is not required to act on a revocation of a proxy or VIF which is not received by the Intermediary at least seven days prior to the Meeting.

Voting and Discretion of Proxies

The Common Shares represented by an appropriate form of proxy will be voted or withheld from voting on any ballot that may be conducted at the Meeting, or at any adjournment or postponement thereof, in accordance with the instructions of the Shareholder thereon. In the absence of instructions, such Common Shares will be voted in favour of each of the matters referred to in the Notice of Meeting as specified thereon.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters identified in the accompanying Notice of Meeting and on other matters, if any, which may properly come before the Meeting or any adjournment or postponement thereof.

How to Attend and Participate at the Meeting via Live Audio Webcast

Registered Shareholders and duly appointed proxyholders (including Non-Registered Holders who have duly appointed themselves as proxyholders) will be entitled to participate at the Meeting via live audio webcast and ask questions at appropriate times during the Meeting, all in real time. Registered shareholders and duly appointed proxyholders will also be able to vote their Common Shares at the appropriate times during the Meeting, as instructed during the Meeting.

Guests, including Non-Registered Holders who have not duly registered themselves as proxyholders can log into the Meeting as set out below. Guests can listen to the Meeting, but will not be able to vote any Common Shares at the Meeting.

Website:	www.webex.com (click on "Join" in the top right hand corner)
Access Code:	627 529 179
Password:	MFdm3hmmb87 (63363466 from phones and video systems)
Phone:	1-408-418-9388 (US Toll)
Access Code:	627 529 179

If you attend the Meeting online, you must be connected to the Internet at all times during the Meeting to vote your Common Shares when voting commences. It is your responsibility to ensure connectivity for the entire duration of the Meeting. You must allow ample time to log into the Meeting online and complete all necessary procedures to be admitted to the Meeting.

NOTICE AND ACCESS

The Company is not sending the Meeting Materials to registered Shareholders or Non-Registered Shareholders using noticeand-access delivery procedures defined under NI 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations.

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

No director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, no proposed nominee of Management for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting, except as disclosed herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares without par value. As of the record date, determined by the Board of Directors of the Company (the "Board") to be the close of business on 9 April 2020 (the "Record Date"), a total of 23,260,212 Common Shares were issued and outstanding. Each Common Share entitles the Shareholder of record to one vote at the Meeting. The Company has no other classes of voting securities. Only registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

To the knowledge of the directors and officers of the Company, as of 9 April 2020, there is no person that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 10% of the voting rights attached to any class of voting securities of the Company.

MATTERS TO BE ACTED UPON AT THE MEETING

TO THE KNOWLEDGE OF THE COMPANY'S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, 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 THE SHARES REPRESENTED BY THE PROXY.

1. Financial Statements

The Board has approved the audited consolidated financial statements for the fiscal year ended 31 August 2019, together with the auditor's report thereon. Copies of these financial statements have been sent to those Shareholders who had requested receipt of the same and are also available on SEDAR at www.sedar.com.

2. Set Numbers of Directors

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at five. The number of directors will be approved if the affirmative vote of at least a majority of Common Shares present or represented by proxy at the Meeting and entitled to vote thereat are voted in favour of setting the number of directors at five.

The shares represented by proxy will be voted FOR the resolution to set the number of directors for the ensuing year at five, unless the Shareholder has specified in the form of proxy that the Shareholder's Common Shares are to be voted against the resolution.

3. Election of Directors

Directors of the Company are elected for a term of one year. Management proposes to nominate the persons named under the heading "Nominees for Election" below for election as directors of the Company. Each director elected will hold office until the next annual general meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a director.

Advance Notice of Nomination

The nomination by Shareholders of candidates for the Board of Directors is subject to the Advance Notice Policy of Company. The purpose of Advance Notice Policy is to: (i) facilitate orderly and efficient annual general or, where the need arises, special meeting; (ii) ensure that all Shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

The Advance Notice Policy also provides Shareholders, directors and management of the Company with direction on the procedure for shareholder nomination of directors. The Advance Notice Policy is the framework by which the Company seeks to fix a deadline by which holders of Common Shares of the Company must submit director nominations to the Company prior to any annual or special meeting of Shareholders and sets fort the information that a Shareholder must include in the Advance Notice of Nomination to the Company for said notice to be in proper written form.

As of the date of this Information Circular and in respect of the Meeting referred to herein, the Company has received no Advance Notice of Nomination under the requirement of the Advance Notice Policy. Accordingly, only the nominations proposed or authorized by the Board of Directors will be reviewed at the Meeting.

The terms of the Advance Notice Policy may be found as Schedule "A" of the information circular dated 19 July 2013 prepared for the purposes of the annual and special meeting of the Shareholders of the Company held on 29 August 2013, a copy of which is available under the Company's profile on SEDAR at www.sedar.com.

Nominees for Election

Management of the Company proposes to nominate the following five persons as further described in the table below, for election by the Shareholders as directors of the Company to hold office until the next annual meeting. Information concerning such persons, as furnished by the individual nominees, as at Record Date, is as follows:

Name, Jurisdiction ofResidence and Positionwith the Company	Principal occupation or employment and, if not apreviously elected director, occupation during the past5 years	Served as aDirectorContinuouslySince	Number ofCommon Sharesbeneficially ownedor directly orindirectly controlled
Terry L. Tucker (1)Zurich, SwitzerlandExecutive Chair andDirector	Professional geologist with 30 years' experience inmineral exploration and development projects worldwide.Prior to moving to Switzerland in 2011, he was the CEOand Director of Nyota Minerals Limited (AIM, ASX:NYO) focused on an advanced stage gold project inEthiopia. He was also President, CEO and Director ofTSX-listed StrataGold Corporation, where he successfullyadvanced the exploration and development of two goldprojects in both Guyana and Canada before the company'sacquisition by Victoria Gold Corp (TSX-V: VIT) in June2009. Previously, he was responsible for a number ofexploration projects in northern Canada, including thediscovery of the Wolverine Deposit. His experienceincludes a number of roles at strategic, operational andcorporate levels.	March 1, 2013	Nil
Kevin C. GallagherWitbank, South AfricaDirector	Over 40 years' experience in the mining and metallurgicalprocess engineering industry and was founder and isExecutive Managing Director of the Kwena Mining Group(part of African Star). His operational experience includes14 years as metallurgical supervisor at various coal, goldand platinum plants which includes Harmony Gold, RandMines Group & Rio Tinto. Mr. Gallagher is a member ofthe South African Coal Processing Society, a member ofthe Mine Metallurgical Managers Association, holds aDiploma(Hon)Mineral,Processing&ExtractiveMetallurgy from the School of Mines Rhodesia andcompleted the Management Development Programmewith the Graduate School of Business, University of CapeTown (UCT).	October 17, 2014	1,456,616

Name, Jurisdiction ofResidence and Positionwith the Company	Principal occupation or employment and, if not apreviously elected director, occupation during the past5 years	Served as aDirectorContinuouslySince	Number ofCommon Sharesbeneficially ownedor directly orindirectly controlled
Samer Khalaf (1)Beirut, LebanonDirector and CEO	Mr. Khalaf is the Director for Africa and Middle East atGPB Global Resources. GPB Global Resources is aninternational group of companies engaged in petroleumand mineral resource projects in various parts of the globe,including Africa, South America and the Middle East andis based in the Netherlands. He is also Managing Directorof Ketina Minerals DMCC, a Dubai based GroupCompany focused on gold exploration. Mr. Khalaf hasover 25 years of investment banking experience in theMiddle East, Africa and Europe. He has held seniorpositionsatvariousinstitutionsincludingNomuraSecurities, Gazprombank and PrimeCorp Finance SA.Samer holds an economics degree from SyracuseUniversity and an MBA in finance from ColumbiaBusiness School. He has also completed the executiveprogram for energy at Harvard Business School.	April 3, 2017	588,000
Donna M. Moroney (1)Vancouver, BritishColumbia,Director and CorporateSecretary	President and owner, Wiklow Corporate Services Inc.;Corporate Secretary, Aurcana Corporation, MundoroCapital Corp., Bayshore Silver Inc., Caliber Minerals Inc.and Tanzanian Royalty Exploration Corporation.	May 29, 2017	30,000
Neil BuddLondon, United KingdomDirector	Neil Budd qualified as a solicitor in 1988 and worked inlocalgovernmentforseven years,specializingincommercial property and development projects. In 1995,he joined the Moscow Office of international lawfirm, Watson Farley and Williams.Neil worked inMoscow for four years, undertaking a broad of workincluding property, shipping, corporate, trade finance,asset finance, banking and securities. In 1999, Neil movedback to London and worked in the London officeof Watson Farley and Williams as an energy lawyer;initially working on conventional power projects inEastern Europe and, from 2005, specializing in renewableenergy. In 2012, Neil joined Shakespeare Martineau, a top50 UK national law firm, to develop his renewable energypractice, in particular in solar and biomass. Neil became aPartner in Shakespeare Martineau in 2016. In 2018, Neilfounded Budd Legal. The focus of the firm is to be a nichepractice advising on renewable energy and conventionalenergy projects, infrastructure projects, real estate andconstruction in the UK and internationally.	February 21, 2019	Nil

(1) Member of the Audit Committee.

Each director elected at the Meeting will hold office until the next annual meeting or until his successor is duly elected or appointed.

Corporate Cease Trade Orders / Bankruptcy

No proposed nominee for election as a director of the Company is, as at the date hereof, or has been, within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer, of any company (including the Company) that:

(a) while that person was acting in the capacity was the subject of a cease trade order 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;

• (b) was 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 that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer of such company 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; or
• (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 nominee for election as a director of the Company is at the date hereof, or has been within 10 years before the date of this Circular, a director or executive officer of any corporation 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 manager or trustee appointed to hold its assets.

Penalties or Sanctions

As of the date of this Circular, no proposed nominee for election as a director of the Company is, or has been, subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

As of the date hereof, no proposed nominee for election as a director has, within 10 years before the date of this 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 director, executive officer or shareholder.

Unless the shareholder directs that his or her shares be otherwise voted or withheld from voting in connection with the election of directors, the persons named in the enclosed Proxy will vote FOR the election of the five nominees whose names are set forth below. Management does not contemplate that any of the nominees will be unable to serve as a director but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy shall have the right to vote for another nominee in their discretion.

4. Appointment of Auditors

At the Meeting, Shareholders will be asked to vote for the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors. Davidson & Company LLP was first appointed as the auditor of the Company on 14 April 2020.

Effective 14 April 2020, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, resigned as the Company's auditor at the Company's request and the Board appointed Davidson & Company LLP, Chartered Professional Accountants, to act as the Company's auditor in their place.

The Notice of Change of Auditor required pursuant to National Instrument 51-102 is attached hereto, together with the letters from Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants and Davidson & Company LLP, Chartered Professional Accountants, respecting the change of auditor.

Unless the Shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Davidson & Company LLP, to serve as auditors of the Company until the next annual meeting of the Shareholders and to authorize the directors to fix their remuneration.

5. Ratification of Stock Option Plan

The Company maintains a stock option plan (the "Plan") for the benefit of directors, officers, employees, consultants and

other service providers of the Company and its subsidiaries in order to assist the Company in attracting, retaining and motivating such persons by providing them with the opportunity, through stock options ("Options"), to acquire an increased proprietary interest in the Company. The policies of the TSX Venture Exchange ("TSX-V") require the Company to approve the Plan at each annual meeting of its shareholders.

Options may be granted under the Plan to directors, officers, employees and consultants of the Company and its subsidiaries and other persons as designated from time to time by the Board. The number of shares which may be reserved for issuance under the Plan is limited to 10% of the issued and outstanding shares of the Company as at the date of the grant of Options. The maximum number of Common Shares which may be reserved for issuance to any one director, senior officer or employee under the Plan is 5% of the Common Shares outstanding at the time of the grant (calculated on a non-diluted basis) and 2% with respect to any one consultant of the Company. Any Common Shares subject to an option which for any reason is cancelled or terminated prior to exercise will be available for a subsequent grant under the Plan. The Option price of any Common Shares cannot be less than the closing price of the Common Shares on the day immediately preceding the day upon which the Option is granted, less any discount permitted by the policies of the TSX-V. Options granted under the Plan may be exercised during a period not exceeding ten years, subject to earlier termination upon the termination of the optionee's employment, or upon the optionee ceasing to have a designated relationship with the Company, as applicable. The options are non-transferable. The Plan contains provisions for adjustment in the number of shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Plan or may terminate the Plan at any time. The Plan does not contain any provision for financial assistance by the Company in respect of Options granted under the Plan.

Shareholders will be asked to consider and, if deemed advisable, approve and pass the following resolution:

"RESOLVED THAT the Company's stock option plan as described in the Management Information Circular of the Company dated 9 April 2020, be and is hereby ratified, confirmed and approved."

Reference should be made to the full text of the Plan which will be made available by contacting Donna Moroney, Corporate Secretary, Suite 202 - 5626 Larch Street, Vancouver, British Columbia, V6M 4E1, Canada until the business day immediately preceding the date of the Meeting.

In order to confirm and approve the Plan, a majority of votes cast at the Meeting by Shareholders must be voted in favour of the Plan.

The Board recommends that the Shareholders vote FOR the ratification and approval of the Plan. Unless the Shareholder directs that his or her Common Shares be voted against the ratification and approval of the Plan, the persons named in the enclosed form of proxy intend to vote FOR the ratification and approval of the Plan.

6. Disposition of Kwena Group

The Company is seeking shareholder approval to the disposition (the "Transaction") of its 49% interest in the issued and outstanding Ordinary Shares and 74% interest in the issued and outstanding Preference Shares of each of Kwena Mining Projects (Pty) Ltd. ("KMP"), Kwena Mining and Metallurgical Services (Pty) Ltd. ("KMMS") and Kwena Springlake Projects (Pty) Ltd. ("Springlake") (collectively, the "Kwena Group").

The Company has entered into a disposition agreement dated 20 March 2020 (the "Disposition Agreement") with Kevin C. Gallagher ("Gallagher"), whereby Gallagher or his nominee(s) will acquire the Kwena Group (the "Transaction"). As consideration for the acquisition of the Company's interest in the Kwena Group, Gallagher has agreed to a total consideration of C$1,410,453* (using the 19 March 2020 ZAR/CAD exchange rate of 12.04 ZAR/CAD), payable as follows:

• Return for cancellation of an aggregate of 3,979,916 Common Shares (the "Payment Shares") at a deemed price of C$0.0520 per share, based on the 30 day volume weighted average price of the Company's shares, which Payment Shares are collectively held by the Kevin Gallagher and/or related parties, for aggregate value of C$206,955; and
• Forgiveness of outstanding indebtedness owed to the Kwena Group from the Company and its subsidiaries in the aggregate sum of ZAR 14,490,121 (equivalent to C$1,203,498*).

*Note: The CAD equivalent is calculated using 19 March 2020 exchange rate of 12.04 ZAR/CAD

Gallagher is a director of the Company and non-arm's length party, and accordingly, the Transaction constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101).

The Company is relying on the exemption from the formal valuation requirement set out in subsection 5.5(b) of MI 61-101 as the Company is a TSX Venture Exchange ("TSX.V") listed issuer. Subject to Section 5.6 of MI 61-101, the Transaction is subject to minority shareholder approval ("Minority Approval").

Gallagher and his affiliates listed below own an aggregate of 3,979,916 (17.11%) of the issued and outstanding 23,260,213 Common Shares on a non-diluted basis, which are held as follows:

Name of Shareholder	Total Number of Common Shares Held
Kevin Gallagher	1,456,616
Hugo Pretorius	920,500
Theodor Boshoff	752,800
Justin Gallagher	400,000
Jason Gallagher	400,000
Mark Gallagher	50,000
Total	3,979,916

Background on Kwena Group

In October 2014, the Company acquired a 51% interest in African Star Minerals (Pty) Limited and a 51% interest in the Kwena Group, in consideration of the issuance of 49,000,000 Common Shares at a deemed price of $0.05 per share. Subsequently, 12,000,000 of the 49,000,000 Common Shares were cancelled and returned to treasury.

The shares issued as consideration were subject to a number of restrictions, including a limited number of shares being tradable on any given day and subject to a twenty-four-month escrow period, whereby 10% of the shares were free trading (subject to a regulatory four month hold period) at closing, and subsequently thereafter, 30% were released at six-month interval over 30 months. Mr. Kevin Gallagher was appointed to the Board of Directors as a nominee of the vendor of the 51% interest in the Kwena Group upon consummation of the acquisition.

Subsequently in July 2016, the Company entered into a non-arm's length acquisition agreement with Gallagher to acquire an additional 23% interest in the Kwena Group for the sum of C$710,000, payable by the issuance of 14,200,000 Common Shares at a price of C$0.05 per share. These shares were subject to a number of restrictions, including a limited number of shares being tradable on any given day and subject to a twenty-four-month escrow period, whereby 10% of the shares were free trading (subject to a regulatory four month hold period) at closing, and subsequently thereafter, 30% were released at six-month interval over 18 months.

The Kwena Group holds three "Operation and Maintenance of Coal Processing Plant Contracts" (the "Contracts") in respect of three mutually exclusive coal operating and production collieries located within the Ogies and Highveld coalfields, Mpumalanga Province.

The Kwena Group includes KMP, which holds a 100% interest in the three Contracts for services among KMP and Exxaro Coal Central Proprietary Limited ("Exxaro"), owner of the (i) Dorstfontein East colliery, (ii) Dorstfontein West colliery and (iii) Forzando colliery, which contracts were renewed in June 2017 and expire in June 2020. Operations at the three collieries consist of 231 permanent and 23 part-time employees and the Contracts collectively call for a minimum target of 6,240,000 tonnes to be processed per annum over the three-year Contract period.

Springlake held a 100% interest in a contract with a subsidiary of Glencore, which owns the Springlake coal colliery which was closed in 2017 and the contract was terminated.

KMMS holds the local permanent employment agreements for individuals whom provide the services to support the three

KMP Contracts.

In order to renew the contracts with Exxaro, the Kwena Group must have Level 2 BEE status, meaning that the Kwena Group must be 51% black owned. The directors of the Kwena Group identified an individual ("BEE Partner") who qualified as a Black Person as defined in the Broad-Based Black Economic Empowerment Act 51 of 2003 and related legislative texts (the "BBBEEE Act") to be actively involved in the business of the Kwena Group, which person held the remaining 26% in the Kwena Group. In order to meet the requirements of the BBBEEE Act, the Kwena Group companies were restructured in order to create and authorise two classes of shares to be known as ordinary shares and redeemable preference shares capable of conversion into ordinary shares. The value at which the existing ordinary shares were converted into redeemable preference shares was equal to the auditor's valuation of each Kwena Group company. The shareholders of the Kwena Group converted their ordinary shares into redeemable preference shares. Accordingly, the Company acquired 49% of the ordinary shares in the Kwena Group companies against a nominal rate of R1.00 per share and the BEE Partner acquired 51% of the ordinary shares in the Kwena Group companies against a nominal rate of R1.00 per share. In order for the Company to maintain control of the Kwena Group, each Kwena Group company unanimously passed a shareholders' resolution giving the Company the right to nominate the majority of the directors and the constitution of each Kwena Group company was modified so that a 60% majority vote will be required for any ordinary resolution to be passed.

Revenues from the Kwena Group for the fiscal year ended 31 August 2019 and 31 August 2018 were $14,487,292 and $13,094,844, respectively, resulting in net profits of $320,806 and $36,500, respectively.

As of fiscal year, ended 31 August 2019, the Kwena Group comprised $2,912,135 of the total assets of the Company of $4,188,085 and Kwena Group current liabilities were $1,463,034 of the total current liabilities of $4,065,455.

In late December 2019, the Company provided an update on current operations from the Kwena Group, as follows:

Three months ROM and discard throughput for the three Exxaro Coal Central Proprietary Limited (ECC) operations were below budget due to the DCMW plant upgrade:

	Actual (tonnes)	Budget (tonnes)	Variance (tonnes)
Dorstfontein Coal Mine East (DCME)	723,955	686,028	37,927
Dorstfontein Coal Mine West (DCMW)	439,292	320,651	118,641
Forzando Coal Mine (FZN)	1,009,975	1,035,422	(25,447)

Background on Proposed Disposition

As a result of the continued financial and operational success the Company has had with its diamond assets, in particular the Oena Diamond Mine, a proposed transaction with respect to the Kwena Group came to the forefront of management's attention as it became apparent that the Company should focus on both its existing and new diamond assets. This change in corporate strategy resulted in a number of diamond transactions and the continued focus on increasing production at the Oena Diamond Mine that has been reported over the past year.

This change in corporate strategy, to focus on its diamond business, was done as it was, and continues to be, management's belief that this will provide the most material benefit to the Company's Shareholders. Other factors considered in the change in corporate strategy over the past couple of years are as follows:

• Environmental concerns over the carbon emissions that come from burning fossil fuels like coal have sparked rounds of regulations and restrictions and, in the opinion of the Company's management, investors are far less likely to invest in companies involved in the coal business given the reluctance of banks or large investor groups to fund coal projects.

• Recognition that, given the recent changes in a number of South African BEE laws, there are inherent risks associated with the renewal of the three Kwena Group contracts that expire in June 2020.

• There is a high likelihood that no other buyers would be willing to buy the Kwena Group since the contracts are due for renewal in June 2020 and have a 30-day cancellation clause.

• The fact that a major global mining company announced in May 2019 that they will be moving out of coal completely in South Africa. The consensus is that, what remains of the coal industry in South Africa will be divided up between a few small players that can operate projects as private contracts. In the opinion of the Company's management, medium to large listed companies won't be able to operate these profitably anymore.

• The Kwena Group is not expected to make more than ZAR 2 Million (C$200,000) per annum before tax. If the contracts are renewed, the Company could expect approximately C$85,250 annually in revenue based on the Company's percentage of ownership.

• By comparison, the diamond business is expected to earn approximately ZAR12 Million (C$1,200,000) in the upcoming year before tax, of which the Company has a 43% interest. Due to assessed losses, no income tax is payable in the near term. The Company effectively therefore could expect to receive an annual income of R4.1 Million (C$412,800), after dividend tax, from the diamond mine. After the assessed losses have been fully utilized the expected income to the Company would be approximately ZAR2.97 Million (C$297,000) per annum in revenue.

These factors continued to lead management to focus on pursuing opportunities for the Kwena Group. The nature of the transactions contemplated were both an outright disposition or a merger with a strategic partner. The Company's Board was supportive of management's plans to focus on the diamond assets and seek out a proposed disposition or strategic partner for the Kwena Group.

In April 2018, the Company's management entered into negotiations with an LSE listed company with respect to a proposed share-based transaction for the acquisition of the Kwena Group. In February 2019, all legal and financial due diligence was completed for the proposed transaction; however, the transaction never completed because the other party was not able to meet certain financial requirements due to a significant decline in its share price. The proposed consideration was the lower of £1,500,000 (approximately C$2.4 Million) or shares in the LSE listed company for the equivalent value or less. Additional consideration was payable, but such consideration was conditional upon the Kwena Group successfully being awarded a contract to construct a discard plant, which would have required the co-operation and assistance of the other company, and that the current coal processing contracts were renewed.

After the failed consummation of the proposed disposition with the third party, management continued looking at alternative transactions for the Kwena Group but was unable to find another party interested in acquiring an interest in the Kwena Group. At that point, management and the independent directors commenced confidential discussions about the proposed disposition of the Kwena Group to Gallagher, a director of the Company.

In July 2019, the Company entered into an agreement with Gallagher to acquire the Kwena Group in consideration of the return for cancellation an aggregate of 39,988,160 pre-consolidated common shares of the Company collectively held by Gallagher and Affiliates. In addition, outstanding indebtedness owed to the Kwena Group from the Company and its subsidiaries in the aggregate sum of C$723,021 was to be forgiven. After discussions with the Ontario Securities Commission upon their review of the proposed disposition, in particular with respect to the deemed price of $0.05 per share for the 39,988,160 pre-consolidated common shares to be cancelled, which was based on the minimum price per share under the TSX.V policies, it was determined after further consideration that as this price was significantly higher than the actual trading price of the Company's shares at that time, it would not have been a reasonable value for the cancelled shares, and thus reduced the purchase price by a material amount. Accordingly, the Company subsequently terminated the agreement with Gallagher in October 2019 in order to pursue a disposition with an unrelated third party and/or obtain a valuation of the transaction from an unrelated third party.

Since that time, the Company again reached out to various potential purchasers of the Kwena Group to solicit interest in the acquisition. As management was unable to find any potential purchasers, an independent third party, Merlin Partners LLP, based in London, United Kingdom ("Merlin"), was retained to assist the Company in seeking any interested parties in acquiring the Kwena Group and to provide an independent valuation on the Kwena Group. Merlin was unsuccessful in finding any parties interested in acquiring the Kwena Group.

Independent Valuation

The Company has been provided with a valuation report from Merlin (the "Valuation Report"), which listed the following factors that were considered in determining the value of the Kwena Group:

Duration of the Contracts - All three Kwena Group contracts will be terminated on 30 June 2020, with no guarantee of renewal.

• Thermal Coal Markets in South Africa (export & local) Export market is very reliant on one country (India), which endeavors to reduce its use of thermal coal. India's importation of South African coal has reduced over the past four years and, due to high competition from other countries and a drive towards renewable energy, this trend is set to continue. Local market is determined by the public utility Eskom's demand, which has risen recently due to the government's concerns over supply. However, environmental requirements, rising costs, lower investment levels and inadequate water and rail infrastructure are set to hit margins.
• South African Political Impacts There is currently a tense socio-economic context in South Africa. This is resulting in strikes and unrest in the coal industry. A failure to improve this situation is likely to cause further disruptions for employers in South Africa. Unfortunately, due to the current economic forecasts in South Africa, this does not seem to be rectified soon.
• Prices These are difficult to forecast, but with the world transitioning away from coal, it is likely that we will see a reduction in demand, resulting in oversupply and price pressure.
• Access to Thermal Coal Investment Financial institutions and mining companies are now actively abandoning the thermal coal industry at a significant and increasing rate. However, Exxaro has announced it will be restructuring to focus on clean power. The Kwena Group only had one interested external party, which could not only get approval from their nominated advisor, but also could not secure the funding required to close the transaction.
• Kwena Financial Forecasts The contracts are expiring on 30 June 2020. Therefore, the net present value ("NPV") must be discounted significantly due to the risk of renewal. As these contracts have been renewed before, a discount of 50% on the NPV to deduce a value was applied.

Based on these factors and other considerations, Merlin valued the Kwena Group at ZAR 5,185,227 (C$430,667*).

* using the 19 March 2020 ZAR/CAD exchange rate of 12.04 ZAR/CAD

Merlin was paid a flat fee of £20,000 to complete the Valuation Report.

Board Review Process for Valuation of the Proposed Disposition

As the Company was unable to find an independent third party to acquire the Kwena Group, management approached Gallagher to provide an offer to purchase the Kwena Group for consideration by the Board. Gallagher submitted a formal proposal to the Company with the proposed terms for the acquisition (the "Gallagher Offer"). The four members of the Board, excluding Gallagher, had multiple conversations to discuss the proposed terms of the Gallagher offer and to discuss the Valuation Report that had been provided. A meeting of the independent directors, being Samer Khalaf, Terry Tucker, Neil Budd and Donna Moroney (the "Independent Directors") was held on 20 March 2020. the Independent Directors discussed the terms of the Gallagher Offer. Gallagher had declared his interest in the transaction and was therefore excluded from the meeting.

In determining the fairness of the value for the Disposition, the Independent Directors relied heavily on the Valuation Report, which set a value of ZAR 5,185,227 (C$430,667*) for the Kwena Group, noting this was significantly less than the value in the Gallagher Offer.

* using the 19 March 2020 ZAR/CAD exchange rate of 12.04 ZAR/CAD

The other factors considered by the Independent Directors in considering the Gallagher Offer and approving the terms of the Disposition, in order of priority, were as follows:

• The ongoing financial performance of the Kwena Group since its acquisition by the Company was considered by the Board in the course of its deliberations and, ultimately, its decision to dispose of the Company's interest in the Kwena Group.
• The Company has made a concerted effort to sell the Kwena Group for the last couple of years with no success.
• In mid-January 2020, the world's largest asset manager, BlackRock, pledged to divest its coal investments by mid-

2020 and make sustainability "integral" to its investment portfolios. BlackRock chairman Larry Fink explained that the firm would be exiting investments that have "high sustainability-related risk," including companies in the thermal coal production business. The Company acknowledges this change in the global investment community and the fact that not just BlackRock but many investment firms, have put climate change at the centre of its investment strategy. Importantly, BlackRock will drop company directors who fail to act on the financial risks from climate change.

• The ongoing resources required by management in carrying out the business of the Kwena Group is not supported by the margins on the contracts, especially in comparison to the revenues that have been and can be generated from the diamond assets.
• The amount of profits generated from the Kwena Group were not considered sufficient to bring material value to the Shareholders as set forth in the following summary taken from the Company's audited financial statements:

1 September 2015 to 31 August 2016	Net income of C$32,949
1 September 2016 to 31 August 2017	Net loss of C$109,672
1 September 2017 to 31 August 2018	Net income of C$36,500
1 September 2018 to 31 August 2019 (1)	Net income of C$320,806

(1) Increased revenues in fiscal 2019 were the result of an inflationary increase, as well as higher fixed costs billed, as well as the full amortization of the service contracts and reduction in management fees.

In consideration of the financial performance of the Kwena Group over the past 4 years, in light of the political situation in South Africa and the fact that the contracts are subject to renewal in the near future, and there being no guarantee they will be renewed, the Independent Directors felt that this was the right business decision and was in the best interest of disinterested and minority shareholders.

The Board determined it was not necessary to strike a special committee to consider the Transaction, as only one director was an "interested party" (within the meaning of that term pursuant to MI 61-101) in the Transaction, and the remaining directors were eligible to participate in the Board's vote thereon. The interests of the minority shareholders in the Transaction were deemed to be adequately protected through the board's independent functioning.

The Independent Directors considered the fairness of the Transaction to shareholders and determined it to be fair. In their decision considerations, the Independent Directors noted that as a result of the Transaction, the Company would have a significantly reduced number of outstanding Common Shares and its current liabilities would be reduced by 25%, including the forgiveness of debt in the sum of ZAR 14,490,121 (equivalent to C$1,203,498*). *Note: The CAD equivalent is calculated using 19 March 2020 exchange rate of 12.04 ZAR/CAD.

Given the current trading prices of the Common Shares on the TSX.V, raising further funds would be extremely dilutive to shareholders, without any certainty of economically beneficial results with respect to the Kwena Group. Instead, as a result of the Transaction, the public float is considerably reduced, and as a result of which smaller float and tighter capital structure the Company can better facilitate the pursuit of financing opportunities with a focus on diamond properties.

In setting a deemed price per share for the Payment Shares of $0.0520 per share, the Independent Directors determined that using the volume weighted average price of the Company's shares for the 30 days prior to the date the Disposition Agreement was entered into was fair and reasonable as it included a more in depth value based on the markets and ups and downs, as opposed to a one day price on the day prior to the date of the Disposition Agreement.

The Independent Directors considered a number of factors and alternatives in reaching its conclusion to approve the Transaction. Important among those factors was that with the continued operational success at the Oena Diamond Mine in South Africa, management wants to focus its attention on continuing to develop and expand its diamond properties, particularly since it was now generating revenues from the sale of diamond sales. Operations at the Kwena Group has been a significant drain on management's time which has hindered management's ability to adequately focus on the development of its diamond properties.

Additionally, the Independent Directors considered that completion of the Transaction resolves another area of uncertainty for the Company, being the renewal of the KMP Contracts, all of which expire in June 2020 and there is no certainty that the contracts will be renewed.

As a potential downside to the Transaction, the Independent Directors considered the possibility that the Contracts would be renewed in June 2020, allowing the Kwena Group to continue to generate revenues. But this presented uncertainty and risk, balanced by the relatively small amount of profits generated, which were not significant enough to justify the amount of time and energy required by management to maintain the Kwena Group operations while still allowing sufficient time to develop and expand the diamond property assets.

With the significant management time and costs freed up upon the completion of the Transaction, the Company will be in a much better position to focus its business and pursue other diamond properties in order to expand its portfolio.

For these reasons the Independent Directors determined that the disposal of its interest in the Kwena Group was a preferable outcome to retaining the Kwena Group.

The Company believes there are better mineral property acquisition and development opportunities to pursue. If the Transaction is completed, the Company believes that, without the required time and effort in maintaining the Kwena Group, it will be in position to transition into a focussed diamond exploration and development company to exploit opportunities and other potential acquisitions.

Required Approvals

The Transaction requires approval from disinterested shareholders of the Company (excluding the 3,979,916 Common Shares held by Gallagher and Affiliates) pursuant to TSX.V Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets (" Policy 5.3 ") on the basis that, according to the Company's most recently issued financial statements, the Transaction constitutes a sale of more than 50% of the Company's assets to a "Non-Arm's Length Party" (as that term is defined in the TSX.V Corporate Finance Manual) and to "associates" of such Non-Arm's Length Party.

Subject to receipt of the requisite TSX.V and shareholder approval, the Transaction is expected to close on or about 1 June 2020.

Additional Disclosure Pursuant to MI 61-101

The Transaction does not constitute an "issuer bid" within the meaning of that term under applicable Canadian securities legislation as Gallagher and Affiliates are not residents in a jurisdiction of Canada. However, the application of MI 61-101 mandates certain enhanced disclosure with respect to related party transactions be provided to shareholders in certain circumstances, including information typically required in an issuer bid circular, to the extent applicable and with necessary modifications. The Company is therefore providing the additional disclosure below in the spirit of compliance with MI 61- 101.

Trading in Securities of the Company

The Common Shares are traded on the TSX.V under the symbol "SML". There is no change in the principal market for the Common Shares planned following the Transaction. The table below sets forth the price range and trading volumes for the Common Shares on the TSX.V for the periods indicated.

Month	High Price (1)	Low Price (1)	Volume Traded (1)
March 2020	$0.055	$0.045	65,425
February 2020	$0.075	$0.035	535,702
January 2020	$0.085	$0.06	182,126
December 2019	$0.085	$0.05	184,003
November 2019	$0.10	$0.05	237,381
October 2019	$0.15	$0.05	28,150
September 2019	$0.20	$0.10	66,080

(1) Amounts reflect post consolidation figures effective 29 October 2019.

Ownership of Securities of the Company

The following table sets out information in respect of the Common Shares owned or controlled and directed by each of the

officers, directors and insiders of the Company and their affiliates and associates.

Officer, Director, Insider or Affiliate orAssociate thereof	Number of CommonSharesOwned Directly orIndirectly (1)	Percentage of CommonSharesOwned Directly or Indirectly
Samer Khalaf	588,000	2.52%
Kevin C. Gallagher	1,456,616	6.26%
Terry L. Tucker	Nil	N/A
Donna M. Moroney	30,000	0.13%
Neil Budd	Nil	N/A
Simon van der Loo	50,000	0.21%
Hugo Pretorius	920,500	3.96%
Theodor Boshoff	752,800	3.24%
Justin Gallagher	400,000	1.71%
Jason Gallagher	400,000	1.71%
Mark Gallagher	50,000	0.21%

Commitments to Acquire Securities of the Company

The Company has no knowledge of any agreements, commitments or understandings made by the Company or any person named under "Ownership of Securities of the Company" above to acquire securities of the Company, other than as publicly disclosed.

Benefits of the Transaction

Other than Gallagher, who will benefit from the Transaction through his direct participation therein, no director, officer or insider of the Company will benefit directly or indirectly from the Transaction other than in the same manner as all holders of Common Shares described above.

Material Changes in the Affairs of the Company

The Company has no plans or proposals for any material changes in its affairs other than as a result of the Transaction or as publicly announced.

Previous Purchases and Sales

There have been no purchases or sales of any securities of the Company in the twelve-month period prior to the date of this Information Circular.

Financial Statements

A copy of the Company's audited consolidated financial statements for the fiscal year ended August 31, 2019 are available on the SEDAR website at www.sedar.com. Shareholders who wish to obtain a copy of these financial statements may do so, without charge, upon written request to the Company at Suite 202, 5626 Larch Street, Vancouver, British Columbia, V6M 4E1, Canada, Attention: Donna M. Moroney, Corporate Secretary.

Valuations

The Company is exempt from the formal valuation requirement of MI 61-101 in respect of the Transaction pursuant to section 5.5(b) of MI 61-101, as the securities of the Company are not listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Dividend Policy

The Company has not declared or paid any dividends on any Common Shares within the last two years. The Company does not intend to pay any dividends or alter its dividend policy for the foreseeable future. Any decision to pay dividends on the Common Shares will be made by the Board on the basis of the Company's earnings, financial requirements and other conditions existing at such future time.

Tax Consequences

There are no income tax consequences to holders of Common Shares resulting from approval or the implementation of the Transaction.

Expenses

Each of the Company and Gallagher and Affiliates are responsible for their respective costs in completing the Transaction, including, but not limited to, legal fees incurred in connection with the negotiation and preparation of documents relating to the Transaction. The estimated expenses of the Transaction are expected to be $45,000.

Shareholder Approval

At the Meeting, shareholders will be asked to consider and, if thought fit, to pass with or without amendment, the following special resolution (the "Disposition Resolution"):

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

• 1. The entering into, execution and delivery of the Disposition Agreement dated as of 20 March 2020 between the Company and Kevin C. Gallagher with respect to the Company's sale of the Kwena Group be and is hereby authorized, approved, ratified and confirmed;
• 1. The completion of the transactions contemplated in the Disposition Agreement, including but not limited to the disposition of the Kwena Group, be and is hereby authorized and approved;
• 1. Notwithstanding the passing of this special resolution to authorize and approve the Disposition Agreement and the completion of the transactions contemplated therein, including but not limited to the sale of the Kwena Group, the directors of the Company are hereby authorized and empowered, without further notice to or action by the shareholders:
  • (a) to amend the Disposition Agreement, from time to time, whether before or after the execution and delivery thereof under the authority of this resolution, as the directors of the Company deem necessary or desirable;
  • (b) not proceed with the Disposition Agreement, including any matters contemplated therein and otherwise abandon the Transaction; and
• 1. Any one or more of the directors or officers of the Company be and are hereby jointly and severally authorized to take any and all such actions and proceedings, and to make, execute, deliver and file, under the Company's seal or otherwise, any and all such notices, applications, declarations, undertakings, agreements and other documents and instruments, and to do any and all such other acts and things, in the name of and on behalf of the Company, that may be deemed necessary or desirable to carry out and give effect to the provisions or intent of this resolution and all matters incidental thereto."

In order to become effective, the Disposition Resolution must be approved by at least two-thirds of the votes cast on the Disposition Resolution by the shareholders, present in person or represented by proxy, at the Meeting.

Unless the shareholder has specified in the enclosed form of proxy that the shares represented by such proxy are to be voted against the Disposition Resolution, the persons named in the enclosed form of proxy will vote FOR the Disposition Resolution.

Related Party Approval

In determining what constitutes Minority Approval for the Disposition Resolution, the Company must exclude the votes attached to affected securities, that to the knowledge of the Company or any interested party (as such term is defined in MI 61-101) or their respective directors and officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by (a) the Company, (b) an interested party (as such term is defined in MI 61-101, (c) a related party of an interested party, or (d) a joint actor with a person referred to in (b) or (c) above.

The Company has determined that pursuant to MI 61-101, 3,979,916 Common Shares held directly by Gallagher and Affiliates must be excluded from the vote of the shareholders in the Disposition Resolution for the purposes of the Minority Approval.

Dissenting Shareholders' Rights

Under the British Columbia Business Corporations Act (the "BCBCA"), the Disposition Resolution gives rise to dissent rights. Shareholders are entitled to the dissent rights set out in the BCBCA and to be paid the fair value of their shares if such shareholder dissents to the Disposition. Neither a vote against the Disposition Resolution, nor an abstention or the execution or exercise of a proxy vote against such resolution will constitute notice of dissent, but a shareholder need not vote against such resolution in order to dissent.

However, in accordance with the BCBCA, a shareholder who has submitted a dissent notice and who votes in favour of the Disposition Resolution or otherwise acts inconsistently with the dissent, will cease to be entitled to exercise any right of dissent (the "Dissent Rights"). A shareholder must dissent with respect to all shares either held personally by him or on behalf of any one beneficial owner and which are registered in one name. A brief summary of the provisions of the dissent rights of shareholders under the BCBCA is set out below and is qualified in its entirety by the reference to the full text of Part 8, Division 2 of the BCBCA, which is attached to this Circular as Schedule "A".

The statutory provisions dealing with the right of dissent are technical and complex. Any shareholders who wish to exercise their right of dissent should seek independent legal advice, as failure to comply strictly with the provisions of Part 8, Division 2 of the BCBCA may prejudice their right of dissent. Persons who are beneficial owners of the Common Shares registered in the name of a broker, custodian, nominee, other intermediary, or in some other name, should contact the registered holder of such shares for assistance with exercising the dissent right. Shareholders wishing to exercise rights of dissent should seek their own legal advice since they may be prejudiced by failure to strictly comply with the applicable provisions of the Act.

Shareholders registered as such on the record date of the Meeting may exercise rights of dissent pursuant to and in the manner set forth in Part 8, Division 2 of the BCBCA, provided that the notice of dissent duly executed by such shareholder is received by the Company two business days in advance of the date of the Meeting. Dissenting shareholders (the "Dissenting Shareholder") are ultimately entitled to be paid fair value for their dissenting shares (the "Dissenting Shares") and shall be deemed to have transferred their Dissenting Shares to the Company.

Prior to the Disposition becoming effective, the Company will send a notice of intention to act to each Dissenting Shareholder stating that the Disposition Resolution has been passed and informing the Dissenting Shareholder of their intention to act on such Disposition Resolution. A notice of intention need not be sent to any shareholder who voted in favour of the Disposition Resolution or who has withdrawn his notice of dissent. Within one month of the date of the notice given by the Company of its intention to act, the Dissenting Shareholder is required to send written notice to the Company that he requires the Company to purchase all of his shares and at the same time to deliver certificates representing those shares to the Company. Upon such delivery, a Dissenting Shareholder will be bound to sell and the Company will be bound to purchase the shares subject to the demand for a payment equal to their fair value as of the day before the day on which the Disposition Resolution was passed by the shareholders, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable). Every Dissenting Shareholder who has delivered a demand for payment must be paid the same price as the other Dissenting Shareholders.

A Dissenting Shareholder who has sent a demand for payment, or the Company, may apply to the Court which may: (a) require the Dissenting Shareholder to sell and the Company, to purchase the shares in respect of which a notice of dissent has been validly given; (b) set the price and terms of the purchase and sale, or order that the price and terms be established by arbitration, in either case having due regard for the rights of creditors; (c) join in the application of any other Dissenting Shareholder who has delivered a demand for payment; and (d) make consequential orders and give such directions as it considers appropriate. No Dissenting Shareholder who has delivered a demand for payment may vote or exercise or assert any rights of a shareholder in respect of their shares for which a demand for payment has been given, other than the rights to receive payment for those shares. Until a Dissenting Shareholder who has delivered a demand for payment is paid in full, that Dissenting Shareholder may exercise and assert all the rights of a creditor of the Company. No Dissenting Shareholder may withdraw his demand for payment unless the Company consents.

Strict adherence to the procedures set forth above will be required and failure to do so may result in the loss of all Dissent Rights. Accordingly, each shareholder who might desire to exercise Dissent Rights should carefully consider and fully comply with the provisions set forth above and below and consult his or her legal advisor.

All Dissent Notices to the Company should be addressed to the Company at its registered office at Suite 202, 5626 Larch Street, Vancouver, British Columbia, V6M 4E1, Canada Attention: Donna M. Moroney.

The directors of the Company may elect not to proceed with the transactions contemplated in the Disposition Resolution if any notices of dissent are received.

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of his shares. The BCBCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each shareholder who might desire to exercise the dissenters' rights should carefully consider and comply with the provisions of the section and consult such shareholders' legal advisor.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the directors, executive officers, and employees, proposed nominees for election as directors or their associates has been indebted to the Company or to any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, officer or proposed nominee for election as a director and no associate or affiliate of any insider or nominee has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year, or in any proposed transaction, which in either such case has materially affected or will materially affect the Company, other than disclosed herein.

MANAGEMENT CONTRACTS

No management functions of the Company or any of its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company or subsidiaries, except as disclosed herein.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Financial information is provided by the audited consolidated financial statements of the Company for the financial year ended August 31, 2019 and related Management's Discussion & Analysis, which have been filed on SEDAR. Shareholders may also contact the Corporate Secretary of the Company to request a copy of these documents at Suite 202 - 5626 Larch Street, Vancouver, British Columbia, V6M 4E1, Canada – telephone +1 (604) 696-4236.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters that are not known to management of the Company as of the date hereof should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting such proxy.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines, which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") also requires the Company to disclose annually in its Circular certain information concerning its corporate governance practices. As a "venture issuer" the Company is required to make such disclosure with reference to the requirements of Form 58-101F2, which disclosure is set forth below.

Board of Directors

The Board is currently composed of five directors. NI 58-101 recommends that the board of directors of every listed company should be constituted with a majority of individuals who qualify as "independent" directors under NI 58-101, which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company (using the definition of "independence" provided for in National Instrument 52-110 – Audit Committees ("NI 52-110")). "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

Of the proposed nominees, Terry L. Tucker, Executive Chair, Samer Khalaf, Chief Executive Officer, Donna M. Moroney, Corporate Secretary, and Kevin C. Gallagher are "insiders" or management director and accordingly, are considered not to be "independent". Neil Budd is considered by the Board to be "independent" within the meaning of NI 52-110.

Mandate of the Board of Directors

The Board has responsibility for the stewardship of the Company. That stewardship includes responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems.

Directorships

As of the date of this Circular, none of the nominee directors of the Company currently hold directorships with other reporting issuers (or equivalent).

The above information has been provided by the directors and has not been independently verified by the Company.

Orientation and Continuing Education

New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company's size and current operations.

The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management's assistance. Board members have full access to the Company's records.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Company also serve as directors and officers of other corporations engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (British Columbia), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Any interested director would be required to declare the nature and extent of his or her interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nominations of Directors

Given its current size and stage of development, the Board has not appointed a nominating committee and these functions are currently performed by the Board as a whole. Nominees are generally the result of recruitment efforts by Board members, including both formal and informal discussions among Board members and management, and proposed directors' credentials are reviewed in advance of a Board meeting with one or more members of the Board prior to the proposed director's nomination.

Committees

At the present time, the Board has one active formal committee, being the Audit Committee.

Audit Committee

The audit committee is comprised of Terry L. Tucker, Samer Khalaf and Donna M. Moroney, and is primarily responsible for the policies and practices relating to integrity of financial and regulatory reporting of the Company, as well as internal controls to achieve the objectives of safeguarding the Company's assets; reliability of information; and compliance with policies and laws. For further information regarding the mandate of the Company's audit committee, its specific authority, duties and responsibilities, as well as the Audit Committee Charter, see the heading "Audit Committee" below.

Assessments

Currently the Board has not implemented a formal process for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company's current size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness and the effectiveness and contribution of its committees or individual directors on an ad hoc basis.

AUDIT COMMITTEE

NI 52-110 requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in accordance with the Company's annual meeting.

Overview

The overall purpose of the Audit Committee of the Company is to ensure that management has designed and implemented an effective system of internal financial controls, to review and report on integrity of the consolidated financial statements of the Company and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material facts.

Audit Committee Charter

The full text of the charter of the Company's Audit Committee is attached hereto as Schedule "A".

Composition of the Audit Committee

The Audit Committee members are Terry L. Tucker, Samer Khalaf and Donna M. Moroney, each of whom is currently a director and financially literate. Terry L. Tucker, Executive Chair, Samer Khalaf, CEO, and Donna M. Moroney, Corporate Secretary, are not independent in accordance with NI 52-110 by virtue of their respective executive positions with the Company.

Relevant Education and Experience

Each member of the Audit Committee has acted as a director and/or audit committee member of various publicly traded companies in the past and, as such, has obtained experience that is relevant to the performance of his responsibilities as a member of the Audit Committee.

The following table describes the relevant education and experience of each current member of the Audit Committee:

Name of Member	Relevant Experience and Qualifications
Terry L. Tucker	Mr. Tucker was CEO and director of Nyota Minerals Limited (AIM, ASX: NYO) focused on anadvanced stage gold project in Ethiopia. He was also President, CEO and director of TSX-listedStrataGold Corporation. His experience includes a number of roles at strategic, operational andcorporate levels.
Samer Khalaf	Mr. Khalaf is the Director for Africa and Middle East at GPB Global Resources. GPB GlobalResources is an international group of companies engaged in petroleum and mineral resource projectsin various parts of the globe, including Africa, South America and the Middle East and is based in theNetherlands. He is also Managing Director of Ketina Minerals DMCC, a Dubai based Group Companyfocused on gold exploration. Mr. Khalaf has over 25 years of investment banking experience in theMiddle East, Africa and Europe. He has held senior positions at various institutions including NomuraSecurities, Gazprombank and PrimeCorp Finance SA. Mr. Khalaf holds an economics degree fromSyracuse University and an MBA in finance from Columbia Business School. He has also completedthe executive program for energy at Harvard Business School.
Donna M. Moroney	Ms. Moroney has over 30 years of experience in regulatory and corporate compliance in both Canadaand the United States, and as a senior officer and director of various public companies. As Presidentand owner of Wiklow Corporate Services Inc., Ms. Moroney assists companies in the resource,financial and technology sectors in meeting the securities law requirements and stock exchange rulesfor public companies, as well as keeping them up-to-date on relevant issues, policies and workingpractices. She also assists companies reporting in the US in preparing registration statements, quarterlyand annual financial filings and other various facets of meeting US securities requirements. Ms.Moroney leads seminars that provide a practical guide for public companies in meeting their securitiesregulatory compliance requirements.

Given the scope and nature of the Company's business, its financial statements and the accounting issues arising therefrom are relatively uncomplicated. Based on the foregoing, it is the Board's conclusion that each of the members of the Audit Committee has an understanding of the accounting principles used by the Company to prepare its financial statements, the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves and experience in evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

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), the exemptions in Subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), Subsection 6.1.1(5) (Events Outside Control of Member), Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, however, as provided for in NI 52-110, the Audit Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries, unless otherwise permitted by NI 52-110.

External Auditor Services Fees (By Category)

	Year endedAugust 31, 2019($)	Year endedAugust 31, 2018($)
Audit Fees (1)	75,000	82,620
Audit Related Fees (2)	Nil	Nil
Tax Fees (3)	3,600	3,500
All Other Fees (4)	Nil	Nil

(1) Aggregate fees billed for services provided in auditing the Company's annual consolidated financial statements.

(2) Aggregate fees not included in "audit fees" that are billed by the auditors for the assurance and related services that are reasonably related to the performance of the audit review of the Company's statements or as related to a prospectus.

(3) Aggregate fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning.

(4) Aggregate fees billed by the auditors for products and services not included in the foregoing categories.

Exemption

Since the Company is a "Venture Issuer" pursuant to NI 52-110 (its securities are not listed or quoted on any of the Toronto Stock Exchange, a market in the United States of America, or a market outside of Canada and the United States of America), it is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

STATEMENT OF EXECUTIVE COMPENSATION

The following Statement of Executive Compensation is prepared in accordance with National Instrument Form 51-102 F6. The purpose of this Statement of Executive Compensation is to provide disclosure of all compensation earned by directors and certain executive officers in connection with their position as a director or officer of, or consultant to, the Company.

Named Executive Officers

For the purposes of this Circular, a Named Executive Officer ("NEO") of the Company means each of the following individuals:

• (a) a chief executive officer ("CEO") of the Company;
• (b) a chief financial officer ("CFO") of the Company;
• (c) each of the Company's 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 two most recently completed financial years whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; and
• (d) each individual who would be an NEO under paragraph (c) above 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 following individuals are considered Named Executive Officers of the Company for the fiscal year ended August 31, 2019:

• Terry L. Tucker, Executive Chair
• Samer Khalaf, CEO
• Simon van der Loo, CFO

Compensation Discussion and Analysis

The following is a general discussion of the significant elements of compensation to the NEOs for the most recently completed financial year. As discussed below, the normal compensation elements consist of a base salary/fee, options to purchase Common Shares, and cash bonuses, if applicable.

The objective of the compensation strategy is to attract, retain and award the team of NEOs to accomplish the broader objectives of the Company. These corporate objectives are focused on the successful exploration and, if warranted, development of the Company's properties. The compensation program is designed to enhance the Company's success at meeting this objective.

The Company's executive compensation program has been designed to reward executives for reinforcing the Company's business objectives and values, for achieving the Company's performance objectives and for their individual performances.

As a junior natural resource issuer, the Company's executive compensation program focuses primarily on rewarding the efforts of its executives in increasing shareholder value and meeting the goals and objectives established by the Board for the Company as a whole and each executive on an individual basis. The Board is responsible for reviewing executive compensation with respect to the achievement of these goals on an annual basis and making decisions with input from the CEO. In doing so, the Board recognizes the importance of ensuring that overall compensation for NEOs is not only internally equitable, but also competitive within the market segment for junior natural resource issuers. Specifically, the Board's review and evaluation includes measurement of, among others, the following areas: (a) the achievement of corporate objectives, such as financings, exploration programs and successes, acquisitions, joint ventures and other business development, in particular having regard to budgetary constraints and other challenges facing the Company; (b) the Company's financial condition; and (c) the Company's share price, market capitalization and shareholder returns. The Board also takes into consideration the value of similar incentive awards to executive officers at comparable companies and the awards given to executive officers in past years.

Prior to setting compensation levels, the Board reviews the Company's budgetary and capital constraints, market conditions for the management group and, in particular, the specific tasks at hand for the NEOs.

As of September 1, 2018, each of Samer Khalaf, CEO, and Terry Tucker, Executive Chair, amended their consulting agreements with the Company whereby they each agreed to reduce their compensation to US$10,000 per month, payable in cash. On April 1, 2019, Mr. Tucker agreed to reduce compensation to US$5,000 per month, payable in cash. Previously, as of July 1, 2017, Samer Khalaf, CEO, and Terry Tucker, Executive Chair, had entered into new consulting agreements with the Company whereby they each agreed to accept all or a portion of their salary by the issuance of common shares in the capital stock of the Company, which shares were to be issued at the trading price of the Company's shares immediately prior to the date of issuance, subject to a minimum price of $0.05 per share.

Aligning the Interests of the NEOs with the Interests of the Company's Shareholders

The Company believes that transparent, objective and easily verified corporate goals, combined with individual performance goals, play an important role in creating and maintaining an effective compensation strategy for the NEOs. The Company's objective is to establish benchmarks and targets for its NEOs which, if achieved, will enhance shareholder value.

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. For the fiscal year ended August 31, 2019, the three basic components of executive officer compensation program were:

• fixed salary/fee;
• annual incentives (cash bonus); and
• option based compensation.

Fixed salary/fee comprises a portion of the total cash-based compensation; however, annual incentives and option based compensation represent compensation that is "at risk" and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance targets; (ii) market performance of the Common Shares; and (iii) the Company's available cash reserves. To date, no specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Board considers each performance target and the Company's performance and assigns compensation based on this assessment.

Base Salary/Fees

The base salary review for each NEO is based on assessment of factors such as current competitive market conditions, individual skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual and compensation levels by comparable junior natural resource companies. However, when reviewing external data, the Board does not engage in benchmarking for the purpose of establishing base fee or salary levels relative to any predetermined level and does not compare its compensation to a specific peer group of companies. In the Board's view, external data provides insight into external competitiveness within the market segment for junior natural resource issuers, but it is not an appropriate single basis for establishing compensation levels and external data is considered along with the other factors set out in this Circular. Nonetheless, the Board does informally compare the Company's compensation practices with that of other junior natural resource issuers of similar size and assets and may consider benchmarking in the future. Base salaries/fees are reviewed annually by the Board and are adjusted, if appropriate, to reflect performance and market changes.

The Company's policy for determining salary/fees for executive officers is consistent with the administration of salaries for all other employees.

Annual Incentives

The Company is not currently awarding any annual incentives by way of cash bonuses. However, the Board may, in its discretion from time to time, award such incentives in the future in order to motivate executives to achieve short-term corporate goals.

The success of NEOs in achieving their individual objectives and their contribution to the Company in reaching its overall goals are factors in the determination of their annual bonus. The Board assesses each NEO's performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Company that arise on a day to day basis. This assessment is used by the Board with respect to the determination of annual bonuses for the NEOs.

Long Term Compensation

The Company's long-term incentive compensation for senior executives (including the NEOs) is provided through stock option grants under the Plan, which permits the granting of options to purchase up to a maximum of 10% of the then issued and outstanding Common Shares. Each NEO is eligible for option grants as determined by the Board, based on input from the CEO. Subject to the terms of the Plan and the rules and policies of the TSX-V, the number of options and the exercise price of all options, are dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such officer's long-term contribution to the Company will be key to its long-term success. The options granted under the Plan may be exercisable for the period determined by the Board at the time of grant, subject to the terms of the Plan and the policies of the TSX-V.

Participation in the Plan is considered to be a critical component of compensation that provides incentive to the NEOs to create long-term growth and shareholder value, as the value of the options is directly dependent on the market valuation of the Company. As such, stock options reward overall corporate performance, as measured through the price of the Company's shares and enables executives to acquire and maintain a significant ownership position in the Company.

Stock options are normally granted by the Board when an executive officer first joins the Company based on his or her level of responsibility within the Company. Additional grants may be made periodically to ensure that the number of options granted to any particular officer is commensurate with the officer's level of ongoing responsibility within the Company and to ensure equity and fairness in the granting process. The Board also evaluates the number of options an officer has been granted, the exercise price of the options and the term remaining on those options when considering further grants. Options are usually priced at the closing trading price of the Company's shares on the business day immediately preceding the date of grant and the current policy of the Board is that options expire two to five years from the date of grant.

For a description of the Company's Plan refer to "Matters to be Acted Upon – Ratification of Stock Option Plan" above.

Risk of Compensation Practices and Disclosure

The Board has not proceeded to a formal evaluation of the implications of the risks associated with the Company's compensation policies and practices. Risk management is a consideration of the Board when implementing its compensation program, and the Board does not believe that the Company's compensation program results in unnecessary or inappropriate risk taking, including risks that are likely to have a material adverse effect on the Company.

Hedging Policy

The Company's NEOs and directors are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or 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 the NEO or director.

Neither the NEOs nor the directors are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEOs or directors, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds.

Compensation Summary

The table below sets forth information concerning the compensation paid, awarded or earned by each of the NEOs for services rendered in all capacities to the Company during the three most recently completed fiscal years ended August 31, 2019, 2018 and 2017.

					Non-equityIncentive plancompensation
NEOName and PrincipalPosition	Year	Salary($)	Sharebasedawards($)	Optionbasedawards (1)($)	Annualincentiveplans	Longtermincentiveplans (2)	All OtherCompensation($)	PensionValue($)	Totalcompensation($)
Terry L. TuckerExecutive Chair	201920182017	119,175209,265201,450	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	119,175209,265201,450
Samer KhalafCEO	201920182017	159,166174,30042,000	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	159,166174,30042,000
Simon van der LooCFO	201920182017	111,120119,995120,862	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	111,120119,995120,862

Summary Compensation Table (Earned)

(1) Grant date fair value calculations are based on the Black-Scholes Option Pricing Model. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management's opinion, existing models do not necessarily provide a reliable measure of the fair value of the Company's share and option-based awards.

(2) "LTIP" or "long term incentive plan" means any plan that provides compensation intended to motivate performance to occur over a period greater than one fiscal year, but does not include option or share-based awards.

Incentive Plan Awards

Outstanding Option-based and Share-based Awards for the Year Ended August 31, 2019

The following table sets out for each NEO, the incentive stock options (option-based awards) and share-based awards outstanding as at August 31, 2019. The closing price of the Common Shares on the TSX.V on August 31, 2019 was $0.02.

		Option-based Awards (1)		Share-based Awards (4)
Name and Position	Number ofsecuritiesunderlyingunexercisedoptions(#) (5)	Optionexerciseprice($)(5)	Optionexpiration date($)	Value ofunexercisedin-the-moneyoptions (2)(3)($)	Number ofshares orunits of sharesthat have notvested(#)	Market orpayout value ofshare- basedawards thathave not vested(#)
Terry L. TuckerExecutive Chair	120,000	0.50	February 9, 2022	Nil	N/A	N/A
Samer KhalafCEO	45,000	0.50	April 3, 2022	Nil	N/A	N/A
Simon van der LooCFO	50,00035,000	0.500.50	July 18, 2021February 10, 2022	Nil	N/A	N/A

(1) The Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to the Plan will not exceed 10% of the issued Common Shares at the time of grant.

(2) Calculated using the closing price of the Common Shares on the TSX-V on August 31, 2019 of $0.02 and subtracting the exercise price of in-the-money stock options. These stock options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the Common Shares on the date of exercise.

(3) These amounts represent the value of unexercised in-the-money options that had vested to the NEOs as of August 31, 2019.

(4) The Company has not granted any share-based awards.

(5) Amounts reflect post consolidation figures effective 29 October 2019.

Value Vested or Earned During the Year Ended August 31, 2019

The following table sets forth particulars of the value of option-based awards and share-based awards which vested during the year ended August 31, 2019, and the value of non-equity incentive plan compensation earned during the year ended August 31, 2019 for each NEO:

Name	Option-based awards-Valuevested during the year($) (1)	Share awards – Valueduring the year on vesting($) (2)	Non-equity incentive plancompensation-Pay-outduring the year($) (3)
Terry L. TuckerExecutive Chair	Nil	N/A	N/A
Samer KhalafCEO	Nil	N/A	N/A
Simon van der LooCFO	Nil	N/A	N/A

(1) This amount is the aggregate dollar value that would have been realized if the options under option-based awards had been exercised on the vesting date. It is determined by the difference between the exercise price of the option and the market price on the date of vesting. If the option was not-in-the-money, then a Nil value was assigned. Of the stock options disclosed in the immediately preceding table under "Outstanding Option-Based and Share-Based Awards" above, 50% were fully vested at the time of granting and as the exercise price of such options was fixed at the then market price of the Company's shares, such options were not-in-the-money as of the vesting date.

(2) The Company has not granted any share-based awards.

(3) The Company did not pay any non-equity incentive plan compensation during the year ended August 31, 2019.

See also "Matters to be Acted Upon – Ratification of Stock Option Plan" for details regarding the material provisions of the Plan.

Employment Agreements

As of September 1, 2018, each of Samer Khalaf, CEO, and Terry Tucker, Executive Chair, amended their consulting agreements with the Company whereby they each agreed to reduce their compensation to US$10,000 per month, payable in cash. As of April 1, 2019 Tucker agreed to reduce his compensation to US$5,000 per month. Previously, as of July 1, 2017, Samer Khalaf, CEO, and Terry Tucker, Executive Chair, had entered into new consulting agreements with the Company whereby they each agreed to accept all or a portion of their salary by the issuance of common shares in the capital stock of the Company, which shares were to be issued at the trading price of the Company's shares immediately prior to the date of issuance, subject to a minimum price of $0.05 per share.

Pension Plan Benefits

There is no pension, retirement or deferred compensation plans or benefits in place for the NEOs.

Termination and Change of Control Benefits

As of the date of this Circular, the Company is not a party to any compensatory plans, contracts or arrangements with any of its NEO's whereby such officers are entitled to receive compensation as a result of the resignation, retirement or any other termination of employment of the NEO with the Company or from a change in control of the Company or a change in the NEO's responsibilities following a change in control.

Director Compensation

Currently, other than the granting of stock options, directors of the Company are not paid for their services as directors or as members of committees of the Board.

The following table provides information regarding compensation paid to the Company's directors, other than the NEOs, during the financial year ended August 31, 2019.

COMPENSATION OF DIRECTORS (1)(2)
Name	Fees Earned($)	Option-basedawards (3)($)	All othercompensation($)	TotalCompensation($)
Kevin Gallagher	185,793	Nil	Nil	185,793
Donna M. Moroney	36,000	Nil	Nil	36,000

(1) This table does not include any amount paid as reimbursement for expenses.

(2) Compensation paid to the NEOs who served as directors of the Company is disclosed in the Summary of Compensation Table above. (3) Grant date fair value calculations are based on the Black-Scholes Option Pricing Model. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management's opinion, existing models do not necessarily provide a reliable measure of the fair value of the Company's share and option-based awards.

Outstanding Option-based and Share based Awards to Directors During the Year ended August 31, 2019

The following table sets out for each director, who was not a NEO, the incentive stock options (option-based awards) and share-based awards outstanding as of August 31, 2019. These incentive stock options vested as to 50% upon granting and 50% after one year. The closing price of Common Shares on the TSX-V on August 31, 2019 was $0.02.

		Option-based Awards (1)	Share-based Awards (4)
Name	Number of securitiesunderlyingunexercised options(#) (5)	Optionexerciseprice($) (5)	Option expirationdate($)	Value ofunexercisedin-themoneyoptions($) (2)(3)	Number ofshares of unitsof shares thathave notvested(#)	Market orpayout value ofshare-basedawards thathave not vested(#)
Kevin Gallagher	45,00090,000	0.500.50	October 27, 2019February 9, 2022	Nil	N/A	N/A
Donna M. Moroney	10,00040,00050,000	0.500.500.50	October 27, 2019July 18, 2021February 9, 2022	Nil	N/A	N/A

(1) The Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to the Plan will not exceed 10% of the issued Common Shares at the time of grant.

(2) Calculated using the closing price of the Common Shares on the TSX-V on August 31, 2019 of $0.02 and subtracting the exercise price of inthe-money stock options. These stock options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the Common Shares on the date of exercise.

(3) These amounts represent the value of unexercised in-the-money options that had vested to the directors as of August 31, 2019.

(4) The Company has not granted any share-based awards.

(5) Amounts reflect post consolidation figures effective 29 October 2019.

Value Vested or Earned During the Year

Options granted to the directors of the Company, who were not NEOs, are subject to vesting on the basis of 50% at the time of grant and 50% after one year.

The following table sets forth particulars of the value of option-based awards and share-based awards which vested during the year ended August 31, 2019, and the value of non-equity incentive plan compensation earned during the year ended August 31, 2019 for each director who was not a NEO:

Name	Option-based awards-Valuevested during the year($) (1)	Share awards – Valueduring the year on vesting($) (2)	Non-equity incentive plancompensation-Pay-outduring the year($) (3)
Kevin Gallagher	Nil	N/A	N/A
Donna M. Moroney	Nil	N/A	N/A

(1) This amount is the aggregate dollar value that would have been realized if the options under option based awards had been exercised on the vesting date. It is determined by the difference between the exercise price of the option and the market price on the date of vesting. If the option was not-in-the-money then a Nil value was assigned. Of the stock options disclosed in the immediately preceding table under "Outstanding Option-Based and Share-Based Awards" above, 50% were fully vested at the time of granting and as the exercise price of such options was fixed at the then market price of the Company's shares, such options were not-in-the-money as of the vesting date.

(2) The Company has not granted any share-based awards.

(3) The Company did not pay any non-equity incentive plan compensation during the year ended August 31, 2019.

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLAN

The following table provides information regarding compensation plans under which securities of the Company are authorized for issuance in effect as of the end of the Company most recently completed financial year ended August 31, 2019:

Plan Category	Number of Securities tobe Issued Upon Exerciseof Outstanding Options (2)	Weighted AverageExercise Price ofOutstanding Options (2)	Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (1)
Equity compensation plans previouslyapproved by security holders	690,000	$0.50	1,636,021
Equity compensation plans notpreviously approved by securityholders	Nil	Nil	Nil
TOTAL	690,000	$0.50	1,636,021

(1) The Plan is a "rolling" stock option plan under which the maximum number of Common Shares that may be reserved for issuance is 10% of the issued shares of the Company at the time of the stock option grant. See "Matters to be Acted Upon – Ratification of Stock Option Plan".

(2) Amounts reflect post consolidation figures effective 29 October 2019.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the directors, executive officers, and employees, proposed nominees for election as directors or their associates has been indebted to the Company or to any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, officer or proposed nominee for election as a director and no associate or affiliate of any insider or nominee has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year, or in any proposed transaction, which in either such case has materially affected or will materially affect the Company, other than as disclosed herein.

MANAGEMENT CONTRACTS

No management functions of the Company or any of its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company or subsidiaries, except as disclosed herein.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Financial information is provided by the audited consolidated financial statements of the Company for the financial year ended August 31, 2019 and related Management's Discussion & Analysis, which have been filed on SEDAR. Shareholders may also contact the Corporate Secretary of the Company to request a copy of these documents at Suite 202 - 5626 Larch Street, Vancouver, British Columbia V6M 4E1 – telephone (604) 696-4236.

BOARD APPROVAL

The Board has approved the content and distribution of this Management Information Circular.

DATED at Vancouver, British Columbia, this 14th day of April 2020.

BY ORDER OF THE BOARD

/s/"Terry L. Tucker"

Terry L. Tucker Executive Chair

SCHEDULE "A"

SOUTHSTONE MINERALS LIMITED

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

MANDATE

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

• Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements.
• Review and appraise the performance of the Corporation's external auditors.
• Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board of Directors.

COMPOSITION

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

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Corporation's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

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

MEETINGS

• The Committee may appoint one of its members to act as Chair of the Committee. The Chair will appoint a secretary who will keep minutes of all meetings (the "Secretary"). The Secretary does not have to be a member of the Committee or a director and can be changed by written notice from the Chair.

• No business may be transacted by the Committee except at a meeting at which a quorum of the Committee is present or by a consent resolution in writing signed by all members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one half of the number of members plus one shall constitute a quorum.

• The Committee will meet as many times as is necessary to carry out its responsibilities, but in no event will the Committee meet less than four times a year. The Committee shall meet at least once annually with the Auditor.

• As part of its duty to foster open communication, the Committee should meet at least annually with management and the Auditor in separate executive sessions to discuss any matters that the Committee or each of these parties believe should be discussed privately. In addition, the Committee shall meet with management at least quarterly to review the financial statements of the Corporation.

• The time at which, and the place where, the meetings of the Committee shall be held, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Chair, unless otherwise provided for in the By-Laws of the Corporation or otherwise determined by resolution of the Board of Directors.

• The Committee may invite to, or require the attendance at, any meeting of the Committee, such officers and employees of the Corporation, legal counsel or other persons as it deems necessary in order to perform its duties and responsibilities. They should also be requested or required to attend meetings of the Committee and make presentations to the Committee as appropriate.

• Subject to the provisions of the governing legislation of the Corporation and applicable regulations the Chair of the Committee may exercise the powers of the Committee in between meetings of the Committee. In such event, the Chair shall immediately report to the members of the Committee and the actions or decisions taken in the name of the Committee shall be recorded in the proceedings of the Committee.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

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

External Auditors

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

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

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

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

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

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

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

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

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

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

• (ii) such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and

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

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

Financial Reporting Processes

• (a) In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
• (b) Consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.
• (c) Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors and management.
• (d) Review significant judgments made by management in the preparation of the financial statements an d the view of the external auditors as to appropriateness of such judgments.
• (e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
• (f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
• (g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
• (h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
• (i) Review certification process.
• (j) Establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Legal and Regulatory Compliance

• (a) Satisfy itself, on behalf of the Board of Directors, that all material statutory deductions have been withheld by the Corporation and remitted to the appropriate authorities.
• (b) Without limiting its rights to engage counsel generally, review, with the principal legal external counsel of the Corporation, any legal matter that could have a significant impact on the financial statements of the Corporation.
• (c) Satisfy itself, on behalf of the Board of Directors, that all regulatory compliance issues have been identified and

addressed.

Budgets

Assist the Board of Directors in the review and approval of operational, capital and other budgets proposed by management.

General

Perform any other activities consistent with this Charter, the By-laws of the Corporation and governing law, as the Committee or the Board of Directors deem necessary or appropriate.