Standard Uranium Ltd. — AGM Information 2021

Oct 8, 2021

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF

STANDARD URANIUM LTD.

TO BE HELD ON NOVEMBER 3, 2021

DATED: October 5, 2021

1

STANDARD URANIUM LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the shareholders of Standard Uranium Ltd. (the “ Company ”) will be held as a physical and virtual hybrid meeting at 918 – 1030 West Georgia Street, Vancouver, BC, V6E 2Y3 or by dialing into the Meeting using conference call number 1-866-512-0904 and participant pass code 4038891 on Wednesday, November 3, 2021 at 10:00 a.m. (Vancouver Time) for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal years ending April 30, 2021 together with the auditors’ reports thereon;

2. to fix the number of directors at five (5) for the ensuing year;

3. to elect directors for the ensuing year, as more particularly set out in the Management Information Circular accompanying this Notice of Annual General Meeting;

4. to re-appoint Manning Elliot LLP as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;

5. to re-approve the Company’s stock option plan, as more particularly set out in the Management Information Circular accompanying this Notice of Annual General Meeting;

6. to approve the amended and restated by-laws of the Company, as more particularly set out in the Management Information Circular accompanying this Notice of Annual General Meeting; and

7. to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The accompanying Management 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 of Annual General Meeting.

If you are unable to attend the Meeting in person, please return the enclosed form of proxy within the time and in accordance with the instructions set out in the form of proxy accompanying this Notice of Annual General Meeting.

In light of the ongoing public health concerns related to COVID-19 and the challenges and uncertainties that it brings, and in order to comply with the measures imposed by the federal and provincial governments of Canada, the Company will be hosting the Meeting as a physical and virtual hybrid Meeting. In order to streamline the virtual Meeting process, the Company encourages shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form mailed to them with the Meeting materials. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the virtual Meeting using conference call number 1-866-512-0904 and participant pass code 4038891. Beneficial shareholders who have not duly appointed themselves will be able to attend the virtual Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

All resolutions require a simple majority of votes at cast at the Meeting, whether in person or by proxy.

The nature of the business to be transacted at the Meeting is described in further detail in the Management Information Circular, which forms part of this Notice of Annual General Meeting and provides additional information relating to the matters to be dealt with at the Meeting.

You are entitled to vote at the Meeting and any postponement or adjournment thereof if you owned common shares of the Company at the close of business on September 29, 2021 (the record date). For information on how you may vote, please refer to the Management Information Circular.

DATED at Vancouver, British Columbia, this 5[th] day of October, 2021.

BY ORDER OF THE BOARD

“Jon Bey” Jon Bey President, Chief Executive Officer and Director

SOLICITATION OF PROXIES

This Management Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by management (the “ Management ”) of Standard Uranium Ltd. (the “ Company ”), for use at the annual general meeting (the “ Meeting ”) of shareholders (“ Shareholders ”) of the Company to be held on Wednesday, November 3, 2021 , at the time and place and for the purposes set forth in the Notice of Annual General Meeting and at any adjournment or postponement thereof. Unless otherwise stated all information contained in this Circular is as of October 5, 2021.

In light of the ongoing public health concerns related to COVID-19 and the challenges and uncertainties that it brings, and in order to comply with the measures imposed by the federal and provincial governments of Canada, the Company will be hosting the Meeting as a physical and virtual hybrid Meeting. In order to streamline the virtual Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the Proxy or VIF mailed to them with the Meeting materials. Registered Shareholders and duly appointed Proxyholders will be able to attend, participate and vote at the virtual Meeting using conference call number 1-866-512-0904 and participant pass code 4038891. Beneficial Shareholders who have not duly appointed themselves will be able to attend the virtual Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

The enclosed form of proxy (the “ Proxy ”) is solicited by Management. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by directors, officers, and employees of the Company, to whom no additional compensation may be paid. The cost of solicitation, if any, will be borne by the Company.

These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Company. If you are a Beneficial Shareholder 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 shares on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions as specified in the request for voting instructions.

References in this Circular to the Meeting include any adjournment or postponement thereof. Unless otherwise indicated, in this Circular, all references to “$” are to Canadian dollars.

APPOINTMENT OF PROXYHOLDERS

The persons named in the Proxy are representatives of the Company (the “ Proxyholders ”). A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder’s behalf at the Meeting other than the persons named in the accompanying Proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying Proxy and insert the name of the Shareholder’s nominee in the blank space provided, or complete another proper form of proxy.

VOTING BY PROXYHOLDER

Manner of Voting

The Common Shares (as defined below) represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, in favour of each matter identified in the Proxy. The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters identified in the Notice of Annual General Meeting and with respect to other matters that may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.

Revocation of Proxy

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer and deposited by hand with the Company's registrar and transfer agent, Computershare Investor Services Inc. (“ Computershare ”) by hand or mail at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America at 1-866-249-7775 or outside North American at 1-416-263-9524 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement of it, or to the Chair of the Meeting on the day of the Meeting or any adjournment or postponement of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting Thresholds Required for Approval

In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an “ Ordinary Resolution ”).

ADVICE TO REGISTERED SHAREHOLDERS

Shareholders whose names appear on the records of the Company as the registered holders of Common Shares in the capital of the Company (the “ Registered Shareholders ”) may choose to vote by Proxy whether or not they are able to attend the Meeting in person.

Registered Shareholders who choose to submit a Proxy may do so by completing, signing, dating and depositing the Proxy with Computershare, by hand or mail at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by fax within North America at 1-866-249-7775 or outside North America at 1-416-263-9524, or by www.investorvote.com or telephone voting (#1-866-732-8683), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. The Proxy may be signed by the Shareholder or by his or her attorney in writing, or, if the Registered Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

Returning your Proxy

To be effective, we must receive your completed Proxy form no later than 10:00 a.m. (Vancouver time) on November 1, 2021.

If the Meeting is postponed or adjourned, we must receive your completed form of proxy by 10:00 a.m. (Vancouver time), two full business days before any adjourned or postponed Meeting. Late Proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and he or she is under no obligation to accept or reject a late Proxy. The Chair of the Meeting may waive or extend the Proxy cut-off without notice.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name.

Shareholders who do not hold their Common Shares in their own name (the “ Beneficial Shareholders ”) should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting.

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

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a duly appointed Proxyholder for a Registered Shareholder and vote their Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for a Registered Shareholder should contact their broker, agent, or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a duly appointed Proxyholder.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities that they own (“ OBOs ” for ‘Objecting Beneficial Owners’) and those who do not object to the issuers of the securities they own knowing who they are (“ NOBOs ” for ‘Non-Objecting Beneficial Owners’).

Non-Objecting Beneficial Owners

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (“ VIF ”) from the Company’s transfer agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting (#1-866-734-8683) and internet voting as described on the VIF itself, which contains complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

Objecting Beneficial Owners

Beneficial Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.

Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their Common Shares are voted at the Meeting. The purpose of the Proxy or VIF provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the Common Shares on how to vote such Common Shares on behalf of the OBO.

The Proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies VIFs, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the Common Shares to be represented at the meeting. An OBO receiving a VIF from Broadridge cannot use that form to vote Common Shares directly at the Meeting. Instead, the VIF must be returned to Broadridge, or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such Common Shares are voted. The Company intends to pay Broadridge to forward these meeting materials to OBOs.

Notice-and-Access

The Company is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of the Circular, Proxy or VIF.

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

Except as otherwise disclosed herein, none of the directors (“ Directors ”) or executive officers (“ Officers ”) of the Company, at any time since the beginning of the Company’s last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the re-appointment of auditors. Directors and Officers may, however, be interested in the approval of the Option Plan as detailed in “ Stock Option Plan ” below, as such persons are entitled to participate in the Option Plan.

RECORD DATE, VOTING SHARES, AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company has fixed the close of business on September 29, 2021 as the record date (the “ Record Date ”) for the purposes of determining Shareholders entitled to receive notice of, and vote at, the Meeting.

The Company’s authorized capital consists of an unlimited number of common shares (the “ Common Shares ”) without par value. As at the Record Date, the Company has 118,026,118 Common Shares issued and outstanding, each share carrying the right to one vote.

Principal Holders of Voting Securities

To the knowledge of the Directors and Officers of the Company, as of the date of this Circular, no person owns, directs, or controls, directly or indirectly, 10% or more of the issued and outstanding Common Shares.

EXECUTIVE COMPENSATION

Statement of Executive Compensation

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

• a) the chief executive officer (“ CEO ”) of the Company;

• b) the chief financial officer (“ CFO ”) of the Company;

• c) the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer at the end of the most recently completed financial year and whose total compensation was more than $150,000; and

• d) each individual who would be a 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 the most recently completed financial year.

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation , and sets forth compensation for each of Jon Bey, President, CEO of the Company; Martin Bajic, CFO of the Company and together with Mr. Bey, the “ NEOs ”; Blair Jordan, Garrett Ainsworth, Neil McCallum, and Kenneth Judge, together the “ Directors ”.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, and each Director, during the two most recently completed financial years ended April 30, 2021 and 2020:

Table of Compensation Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jon Bey(1) President, CEO and Director	2021	165,000.00	94,000	Nil	Nil	Nil	259,000.00
	2020	57,000.00	Nil	Nil	Nil	Nil	57,000.00
Martin Bajic(2) CFO	2021	60,000.00	Nil	Nil	Nil	Nil	60,000.00
	2020	39,500.00	Nil	Nil	Nil	Nil	39,500.00
Blair Jordan(3) Director	2021	12,000.00	Nil	Nil	Nil	Nil	12,000.00
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Garrett Ainsworth(4) Director	2021	15,000.00	Nil	Nil	Nil	Nil	15,000.00
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Neil McCallum(5) Director	2021	15,000.00	5,000.00	Nil	Nil	Nil	20,000.00
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Kenneth Judge(6) Director	2021	3,000.00	Nil	Nil	Nil	Nil	3,000.00
	2020	Nil	Nil	Nil	Nil	Nil	Nil

(1) Jon Bey was appointed President, CEO and Director on November 20, 2017. $15,000 was attributed to Directors’ fees

(2) Martin Bajic was appointed as CFO of the Company on November 8, 2018

(3) Blair Jordan was appointed Director of the Company on November 29, 2018

(4) Garrett Ainsworth was appointed Director of the Company on November 29, 2018

(5) Neil McCallum was appointed Director of the Company on November 29, 2018

(6) Kenneth Judge was appointed Director of the Company on September 29, 2020

Stock Options and Other Compensation Securities and Instruments

The following table sets out all compensation securities granted or issued by the Company to each NEO, in any capacity, and each Director, in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company:

completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:	completed financial year for services provided or to be provided, directly or indirectly, to the Company:
Table of Compensation	Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversio n or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Jon Bey(1) President, CEO and Director	Options	850,000 1,500,000 150,000 150,000	May 4, 2020(9) July 2, 2020(10) Jan. 5, 2021(11) June 1, 2021(12)	0.15 0.20 0.20 0.25	0.27(8) 0.20 0.21 0.24	0.195 0.195 N/A N/A	May 4, 2030 July 2, 2025 Jan. 5, 2025 June 1, 2026
Martin Bajic(2) CFO	Options	150,000 300,000 100,000	May 4, 2020(9) July 2, 2020(10) June 1, 2021(12)	0.15 0.20 0.25	0.27(8) 0.20 0.24	0.195 0.195 N/A	May 4, 2030 July 2, 2025 June 1, 2026
Blair Jordan(3) Director	Options	250,000 200,000 100,000	May 4, 2020(9) July 2, 2020(10) June 1, 2021(12)	0.15 0.20 0.25	0.27(8) 0.20 0.24	0.195 0.195 N/A	May 4, 2030 July 2, 2025 June 1, 2026

Table of Compensation Securities

Table of Compensation Securities	Table of Compensation Securities	Table of Compensation Securities	Table of Compensation Securities	Table of Compensation Securities	Table of Compensation Securities	Table of Compensation Securities	Table of Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversio n or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Garrett Ainsworth(4) Director	Options	250,000 300,000 100,000	May 4, 2020(9) July 2, 2020(10) June 1, 2021(12)	0.15 0.20 0.25	0.27(8) 0.20 0.24	0.195 0.195 N/A	May 4, 2030 July 2, 2025 June 1, 2026
Neil McCallum(5) Director	Options	250,000 250,000 50,000 100,000	May 4, 2020(9) July 2, 2020(10) Jan 5, 2021(11) June 1, 2021(12)	0.15 0.20 0.25 0.25	0.27(8) 0.20 0.21 0.24	0.195 0.195 N/A N/A	May 4, 2030 July 2, 2025 Jan. 5, 2025 June 1, 2026
Kenneth Judge(6) Director	Options	250,000 100,000	Jan. 5, 2021(11) June 1, 2021(12)	0.25 0.25	0.21 0.24	N/A N/A	Jan. 5, 2026 June 1, 2026

(1) Jon Bey was appointed President, CEO and Director on November 20, 2017

(2) Martin Bajic was appointed as CFO of the Company on November 8, 2018

(3) Blair Jordan was appointed Director of the Company on November 29, 2018

(4) Garrett Ainsworth was appointed Director of the Company on November 29, 2018

(5) Neil McCallum was appointed Director of the Company on November 29, 2018

(6) Kenneth Judge was appointed Director of the Company on September 29, 2020

(7) The Company commenced trading on the Exchange on May 5, 2020

(8) The Company opened on the Exchange on May 5, 2020, at $0.27

(9) May 4, 2020, options vest immediately upon grant

(10) July 2, 2020, options vest immediately upon grant

(11) January 5, 2021, options vest 25% three (3) six (6), nine (9), and twelve (12) months from date of grant

(12) June 1, 2021, options vest 1/3 on grant date, 1/3 after twelve (12), and 1/3 after twenty-four (24) months of the grant date

Exercise of Compensation Securities by Directors and NEOs

No NEO or Director of the Company exercised compensation securities in the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

The Company has adopted a 10% rolling incentive stock option plan (the “ Option Plan ”) pursuant to which the board of directors (the “ Board of Directors ” or the “ Board ”) may grant options (the “ Options ”) to purchase Common Shares of the Company to NEOs, Directors and employees of the Company or affiliated corporations and to consultants retained by the Company. The Directors of the Company approved the Company’s Option Plan on May 4, 2020. Shareholders of the Company last approved the Option Plan on September 29, 2020. The policies of the TSX Venture Exchange (the “ Exchange ”) require that the Option Plan be approved by Shareholders of the Company annually.

The purpose of the Option Plan is to: (i) provide an incentive mechanism to foster the interest of Directors, Officers, employees and consultants in the success of the Company and its affiliates; (ii) encourage directors, officers, employees and consultants to remain with the Company or its affiliates; and (iii) attract new directors, officers, employees and consultants.

Under the Option Plan, the maximum number of Common Shares that may be reserved for issuance or issued in any twelve (12) month period is limited to ten (10%) percent of the issued and outstanding Common Shares at the time of grant (the “ 10% Maximum ”). The 10% Maximum is an “evergreen” provision, meaning that, following the exercise, termination, cancellation or expiration of any Options, the number of Common Shares equivalent to the number of Options so exercised, terminated, cancelled or expired would automatically become reserved and available for issuance in respect of future Option grants.

The number of Common Shares which may be the subject of Options on a yearly basis to any one person cannot exceed five (5%) percent of the number of issued and outstanding Common Shares at the time of the grant. In addition, the number of Common Shares which may be the subject of Options on a yearly basis to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed two percent (2%) of the issued and outstanding Common Shares. Unless the Company has received “Disinterested Shareholder Approval” (as defined in the policies of the Exchange) to do so, the number of Common Shares reserved for issuance to insiders of the Company in any twelve (12) month period under the Option Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares.

Subject to a minimum exercise price of $0.05 per Common Share, the exercise price per Common Share for an Option shall not be less than the Discounted Market Price (as defined in the policies of the Exchange), or such other minimum price as may be required or permitted by the Exchange. The exercise price shall be set by the Directors of the Company.

The Directors of the Company may, by resolution, determine the time period during which any Option may be exercised (the “ Exercise Period ”), provided that no Option granted under the Option Plan may have an expiry date exceeding ten (10) years from the date of grant. All Options will terminate on the earliest to

occur of (a) the expiry of their term; (b) the date of termination of an optionee as an employee, consultant, Director or Officer, if terminated for just cause; (c) ninety (90) days following the date of termination of an optionee’s as an employee, consultant, Director or Officer, if terminated for any reason other than the optionee’s disability or death; (d) where the optionee’s position as an employee, consultant, Director or Officer terminates as a result of the optionee’s death, such options shall terminate and cease to be exercisable no later than six (6) months from the date of death; and (e) the date of any sale, transfer or assignment of the option.

Options are non-assignable.

As of the Record Date there are 7,115,000 Options outstanding under the Option Plan, 5,300,000 of which are held directly and indirectly by NEOs or Directors of the Company.

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by Directors or NEOs of the Company. Except as described below, there are no agreements or arrangements that provide for compensation to NEOs or Directors of the Company, or that provide for payments to a NEO or Director at, following or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or Director’s responsibilities.

On June 1, 2020, the Company entered into a consulting agreement with Steel Rose Capital Ltd., a wholly-owned company of Mr. Jon Bey (the “ Bey Agreement ”). Pursuant to the Bey Agreement, Mr. Bey, through Steel Rose Capital Ltd., agreed to provide the services of President and Chief Executive Officer throughout the term of the Bey Agreement. The Bey Agreement is for a term of one year and shall automatically renew for additional one-year terms unless terminated in accordance with the Bey Agreement. Under the Bey Agreement, the Company shall pay a consulting fee of $12,500 plus GST monthly plus an applicable annual bonus if warranted. Under the Bey Agreement, the Company may: (i) terminate the Bey Agreement with applicable notice and payment of an amount equal to six months’ notice of the then monthly consulting fee paid; or (ii) terminate the Bey Agreement with applicable notice and within 12 months of a change of control payment of an amount equal to 12 months’ notice of the then monthly consulting fee paid. In the event of a change of control, all Options shall vest. For the purpose of the Bey Agreement, “change of control” means the acquisition by an acquiror (or group of acquirors acting in concert) of a number of shares which at any time aggregate 50.1% of the outstanding shares of the Company and, as a result of such acquisition, a majority of the Board is changed within six months. Under the Bey Agreement, the Company may terminate the agreement without notice and without further compensation in the event Mr. Bey is incapacitated, fails to retain 100% of the shares of Steel Rose Capital Ltd. or for just cause.

Subsequent to year end April 30, 2021, Mr. Bey entered into an updated consulting agreement with the Company.

On June 1, 2020, the Company entered into a consulting agreement with 1950 Consulting Services Ltd.., a wholly-owned company of Mr. Martin Bajic (the “ Bajic Agreement ”). Pursuant to the Bajic Agreement, Mr. Bajic, through 1950 Consulting Services Ltd., agreed to provide the services of Chief Financial Officer throughout the term of the Bajic Agreement. Under the Bajic Agreement, the Company shall pay a consulting fee of $5,000 plus GST monthly. Under the Bajic Agreement, the Company may: (i) terminate the Bajic Agreement with applicable notice and payment of an amount equal to six months’ notice of the then monthly consulting fee paid; or (ii) terminate the Bajic Agreement with applicable notice and within 12 months of a change of control payment of an amount equal to 12 months’ notice of the then monthly consulting fee paid. In the event of a change of control, all Options shall vest. For the purpose of the Bajic Agreement, “change of control” means the acquisition by an acquiror (or group of acquirors acting in concert) of a number of shares which at any time aggregate 50.1% of the outstanding shares of the Company and, as a result of such acquisition, a majority of the Board is changed within six months. Under the Bajic Agreement, the Company may terminate the agreement without notice and without further compensation in the event Mr. Bajic is incapacitated, fails to retain 100% of the shares of 1950 Consulting Services Ltd. or for just cause.

Oversight and Description of Director and NEO Compensation

Compensation of Directors

On January 1, 2020, the Board approved a Directors’ fee of $1,000 per month.

On December 17, 2020, the Company determined it was in the Company’s best interest to approve a Compensation Committee. The Compensation Committee is responsible for annually reviewing and determining Director and Officer compensation. The level of compensation for Directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

In the Compensation Committee’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for Directors. While the Compensation Committee considers Option grants to Directors under the Option Plan from time to time, the Compensation Committee does not employ a prescribed methodology when determining the grant or allocation of options. Other than the Option Plan, as discussed above, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for Directors.

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Compensation Committee.

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

Elements of NEO Compensation

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

The Company’s Compensation Committee has the responsibility for reviewing compensation for the Company’s directors and senior management. The Compensation Committee makes recommendations to the Board, which then has the power to approve or reject the recommended compensation.

To determine compensation payable, the Compensation Committee conducts a focused review of compensation paid to directors and NEOs of companies of a similar focus, size and stage of development in the mineral exploration industry. Based on this review, the Compensation Committee determines an appropriate compensation for the Company’s Directors and executive officers reflecting the need to provide incentive and compensation for the time and effort expended by Directors and executive officers while taking into account the financial and other resources of the Company.

The primary objectives of the Company’s compensation strategy are: (i) to provide fair compensation to the Company’s executive officers in light of their qualifications, experience, and duties with the Company and compensation received by their industry peers; (ii) to provide incentives to executive officers to sustain and improve corporate performance; and (iii) to generally align the interests of executive officers and senior employees with those of the Company’s Shareholders. The strategy is also intended to ensure that the Company has in place programs to attract, retain, and develop management of a high calibre and provide a process for the orderly succession of management.

Subsequent to year end April 30, 2021, the Company engaged Bedford Consulting Group Inc. to complete a review of its CEO and Board pay practices with a view of aligning the Company’s pay practices with those of its peers. The Compensation Committee is currently reviewing the results and recommendations of that review.

Pension Plan Benefits

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as at April 30, 2021[(1)] :

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as at April 30, 2021(1):	The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as at April 30, 2021(1):	The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as at April 30, 2021(1):	The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as at April 30, 2021(1):
	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(2)
Equity compensation plans approved by securityholders	5,730,000	$0.18	3,545,845
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	5,730,000	$0.18	3,545,845

(1) The Company commenced trading on the Exchange on May 5, 2020

(2) Represents the number of Common Shares available for issuance under the Option Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of Options, that is equal to 10% of the issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this Circular or “routine indebtedness”, as that term is defined in Form 51-102F5 of National Instrument 51-102 – Continuous Disclosure Obligations , none of

• (a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a Director or Officer;

• (b) the proposed nominees for election as Directors; or

• (c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company, or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “ Informed Person ” means in respect of the Company:

• a Director or Officer;

• a Director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company;

• any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and

• the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the notes to the Company’s financial statements for the financial year ended April 30, 2021:

• (a) no Informed Person of the Company;

• (b) none of the proposed nominees for election as a Director; or

• (c) no associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited financial statements of the Company for the year ended April 30, 2021 (the “ Financial Statements ”) and the auditors’ report thereon, will be presented to Shareholders at the Meeting.

Appointment and Remuneration of Auditor

At the Meeting, Shareholders will be asked to approve the re-appointment of Manning Elliot LLP as auditors of the Company to hold office until the next annual general meeting of the Shareholders at remuneration to be fixed by the Board of Directors of the Company. Manning Elliott LLP was originally appointed auditor of the Company on July 8, 2020.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR re-appointing Manning Elliot LLP as the Company’s auditors for the ensuing year at remuneration to be fixed by the Board of Directors of the Company .

Fixing the Number of Directors

Management proposes, and the persons named in the accompanying Proxy intend to vote in favour of, fixing the number of Directors for the ensuing year at five (5).

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR fixing the number of Directors at five (5) for the ensuing year.

Election of Directors

Each Director of the Company is elected annually and holds office until the next annual general meeting of Shareholders or until his or her office is earlier vacated, in accordance with the Articles and By-Laws of the Company and the Canada Business Corporations Act (“ CBCA ”).

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the election of the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Circular. Each of the nominees are currently Directors of the Company.

Name, Province and Country of Residence (1), and Positions held with the Company	Principal Occupation and, IF NOT an Elected Director, Principal Occupation during the Past Five Years (1)	Period as a Director (2)	No. of Securities beneficially owned or controlled (1)
Jon Bey British Columbia, Canada President, CEO, and Chair	President, CEO, Director and Chair of the Board of the Company (2017 – Present) CEO, Chair – Steel Rose Capital Ltd. (2010 – Present)	Since November 2, 2017	2,176,001 Common Shares 450,000 warrants 2,650,000 Options(4)
Blair Jordan (2)(3) British Columbia, Canada Director	Managing Partner – Restructur Advisors (February 2020 – Present) CFO – HeyBryan Media Inc. (October 2019 – November 2020) CFO – Ascent Industries Corp. (August 2018 – April 2019) Interim CEO – Ascent Industries Corp. (November 2018 – April 2019) Vice President, Corporate Development – Ascent Industries Corp. (January 2018 – August 2018) Managing Director, Investment Banking – Echelon Wealth Partners Inc. (Feb 2012 – Dec 2017)	Since November 29, 2018	4,666 Common Shares 550,000 Options
Garrett Ainsworth (2)(3) British Columbia, Canada Director	CEO – District Metals Corp. (July 2018 – Present) Vice President Exploration & Development – NexGen Energy Ltd. (June 2014 – April 2018)	Since November 29, 2018	1,373,333 Common Shares 650,000 Options
Neil McCallum(2) Ontario, Canada Director	Consulting Professional Geologist – Dahrouge Geological Consulting Ltd. (April 2014 – Present)	Since November 29, 2018	650,000 Options
Kenneth Judge(3) Monte Carlo, Mónaco Director	Consultant	Since September 29, 2020	350,000 Options

(1) This information, not being within the knowledge of the Company, has been furnished by the respective nominees. Information provided as at the Record Date. (2) Member of Audit Committee.

(3) Member of the Compensation Committee.

(4) 1,800,0001 Common Shares are held indirectly with Steel Rose Capital Inc. a company wholly owned by Mr. Bey. Mr. Bey directly holds 376,000 Common Shares. 450,000 warrants to purchase Common Shares and 2,650,000 Options are held indirectly with Steel Rose Capital Inc.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, “order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

Except as set forth below, to the knowledge of the Company, none of the proposed Directors, including any personal holding company of a proposed Director:

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

• (i) was subject to a cease trade order, that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

• (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

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

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

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000, or before December 31, 2000 if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

• (e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Mr. Jordan was Interim CEO, CFO, and a director of Ascent Industries Corp. (“ Ascent ”) when on Friday, March 1, 2019, the Supreme Court of British Columbia issued an order granting Ascent’s application for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (“ CCAA ”). The order also extended protection to Agrima Botanicals Corp., Bloom Holdings Ltd., Bloom Meadows Corp., Pinecone Products Ltd., Agrima Scientific Corp., and West Fork Holdings NV Inc. These proceedings did not include or impact the operations and activities of Ascent's other subsidiaries, including operations in Oregon, Nevada, and Denmark.

The aforementioned companies sought creditor protection to address near term liquidity issues, which were in large part caused by the ongoing suspension of their licenses by Health Canada, which were negatively impacting their ability to complete a strategic alternatives process in sufficient time to address its short-term liquidity issues. In the circumstances, the board of directors of Ascent determined that a CCAA proceeding was the most prudent and effective way to carry on business and maximize value for the company’s stakeholders. While under CCAA protection, Ascent continued its day-to-day operations and plans to conclude a strategic alternatives process which had begun in December 2018. On April 5, 2019, Ascent completed the sale of its Canadian assets at an enterprise valuation of $41.5m approximately. On April 26, 2019, Mr. Jordan resigned as an officer and director of Ascent.

Advance Notice By-Law

The Company’s By-Laws include advance notice procedures for Shareholders to nominate a person for election as Director of the Company. The requirements under the by-law stipulate a deadline by which Shareholders must notify the Company of their intention to nominate Directors and, also sets out information that Shareholders must provide regarding each Director nominee and the nominating Shareholders for the advance notice requirement to be met. These requirements are intended to provide all Shareholders with the opportunity to evaluate and review the proposed candidates and vote on an informed and timely manner regarding said nominees. The Company’s advance notice by-law can be found in the Company’s By-Laws available on SEDAR at www.sedar.com.

As of the date of this Circular, the Company has not received any nominations via the advance notice mechanism.

Shareholder Proposals

A Shareholder intending to submit a proposal at the Company’s next annual general meeting of Shareholders must comply with the applicable provisions of the CBCA. The Company will include a Shareholder proposal in the management information circular prepared for such annual general meeting of Shareholders provided such proposal and declarations as required by the CBCA are received by the Company at its registered office at least three (3) months before the anniversary of the previous year’s annual reference date and provided such proposal is required by the CBCA to be included in the Company’s management information circular.

Shareholders should carefully review the provisions of the CBCA relating to a Shareholder proposal and consult with a legal advisor.

Stock Option Plan

The policies of the Exchange require that the Option Plan be approved by Shareholders of the Company annually.

A brief description of the Option Plan is set forth above under the heading “Stock Option Plans and Other Incentive Plans” and is qualified in its entirety by the full text of the Option Plan attached as Schedule “C”.

Accordingly, at the Meeting, the Shareholders will be asked to pass the following Ordinary Resolution approving the Option Plan: The Board of Directors of the Company and Management are recommending that the Shareholders vote FOR the Option Plan resolution below.

“ BE IT RESOLVED THAT the Option Plan is hereby ratified, confirmed, authorized and approved.”

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Option Plan resolution.

By-Laws

The Board has approved amended and restated by-laws (the “ Amended and Restated By-Laws ”) to change the quorum requirement at each meeting of Shareholders from at least two Shareholders who, in the aggregate, hold at least 25% of the shares entitled to vote at a meeting of Shareholders to at least two Shareholders who, in the aggregate, hold at least 5% of the shares entitled to vote at a meeting of Shareholders. The Company believes the Amended and Restated By-Laws reflect a quorum threshold for meetings of Shareholders similar to other junior mining companies.

The proposed Amended and Restated By-Laws are set out in Schedule “D” to this Circular. The Amended and Restated By-Laws remain subject to Exchange approval.

Accordingly, at the Meeting, the Shareholders will be asked to pass the following Ordinary Resolution approving the Amended and Restated By-Laws. The Board of Directors of the Company and Management are recommending that the Shareholders vote FOR the Amended and Restated By-Laws.

“ BE IT RESOLVED THAT the amended and restated by-laws of the Company, substantially in the form attached as Schedule “D” to the management information circular of the Company dated October 5, 2021, is hereby ratified, confirmed, authorized, and approved.”

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Amended and Restated By-Laws resolution.

AUDIT COMMITTEE DISCLOSURE

The Charter of the Company’s audit committee and other information required to be disclosed by National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) is attached to this Circular as Schedule “A”.

CORPORATE GOVERNANCE DISCLOSURE

The information required to be disclosed by National Instrument 58-101 – Disclosure of Corporate Governance Practices is attached to this Circular as Schedule “B”.

DIVERSITY DISCLOSURE

Term Limits

Directors are to be elected at each annual general meeting of Shareholders to hold office for a term expiring at the next annual general meeting of Shareholders or until his or her successor is duly elected or appointed, unless he or she resigns, is removed, or becomes disqualified in accordance with the CBCA. The identification of potential candidates for nomination as Directors of the Company is carried out by all Directors, who are encouraged to participate in the identification and recruitment of new Directors. Potential candidates are primarily identified through referrals and business contacts. The Company has not adopted term limits for members of the Board or other mechanisms for Board renewal. The Company recognizes the benefit that new perspectives, ideas and business strategies can offer and support periodic Board renewal. The Board also recognizes that a Director's experience and knowledge of the Company's business is a valuable resource. Accordingly, the Board believes that the Company and the Shareholders are best served by the regular assessment of the effectiveness of the Board rather than by fixed age, tenure, and other limits.

Designated Groups

The Board is committed to maintaining high standards of corporate governance in all aspects of the Company’s business and affairs and recognizes the benefits of fostering greater diversity in the boardroom. A fundamental belief of the Board is that a diversity of perspectives maximizes the effectiveness of the Board and decision-making in the best interests of the Company. The Company has not adopted a formal written policy related to the identification and nomination of designated groups (as defined in the Employment Equity Act (Canada)) for Directors. The Company nonetheless appreciates the value of a diverse Board and management and believes that diversity helps it reach its efficiency and skill objectives for the greater benefit of Shareholders.

No specific quota or targets for representation of designated groups on the Board or for executive officer positions has been adopted so as to allow the Company to perform an overall assessment of the qualities and skills of a potential candidate instead of concentrating on designated groups. When the Company selects candidates for the Board or for executive officer positions, it considers not only the qualifications, personal qualities, business background and experience of the candidates, it also considers the composition of the group of nominees, including whether the individual is a member of a designated group, to best bring together a selection of candidates allowing the Company to perform efficiently and act in the best interest of the Company and the Shareholders.

There are currently no women on the Board and no visible minorities on the Board. Management does not currently have a member of a designated group.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s financial statements and management discussion and analysis may be obtained without charge upon request from the Company at Suite 200 – 550 Denman Street, Vancouver, British Columbia, V6G 3H1. Financial information is provided in the Company’s financial statements and management discussion and analysis for its most recently completed financial year.

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to each Director, the Shareholders and the auditor of the Company have been approved by the Directors. DATED this 5[th] day of October, 2021

STANDARD URANIUM LTD.

“Jon Bey” _______ Jon Bey President, CEO and Director

SCHEDULE “A” FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE (VENTURE ISSUERS)

Item 1: The Audit Committee Charter

The Audit Committee (the “ Committee ”) is a committee of the Board of Directors of the Company. The role of the Committee is to provide oversight of the Company's financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Company, its subsidiaries, and associated companies. This includes helping Directors meet their responsibilities, facilitating better communication between Directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the Directors by facilitating in-depth discussions among Directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Company's external auditor is ultimately accountable to the Board and the Committee as representatives of the Company's shareholders.

Duties and Responsibilities

External Auditor

To recommend to the Board, for Shareholder approval, an external auditor to examine the Company’s accounts, controls, and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Company.

To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review, or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

To evaluate the audit services provided by the external auditor, pre-approve all audit fees, and recommend to the Board, if necessary, the replacement of the external auditor.

To pre-approve any non-audit services to be provided to the Company by the external auditor and the fees for those services.

To obtain and review, at least annually, a written report by the external auditor setting out the auditor’s internal quality-control procedures, any material issues raised by the auditor’s internal quality-control reviews and the steps taken to resolve those issues.

To review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company. The Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Company on any aspect of its certification of the Company’s financial statements:

• (i) No member of the audit team that is auditing a business of the Company can be hired into that business or into a position to which that business reports for a period of three years after the audit;

• (ii) No former partner or employee of the external auditor may be made an officer of the Company or any of its subsidiaries for three years following the end of the individual’s association with the external auditor;

• (iii) The chief financial officer (“ CFO ”) must approve all office hires from the external auditor; and

• (iv) The CFO must report annually to the Committee on any hires within these guidelines during the preceding year.

To review, at least annually, the relationships between the Company and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

• a) To review the Company's annual audited financial statements with the chief executive officer (“ CEO ”) and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO.

• b) To review and discuss with management and the external auditor, as appropriate:

• (i) The annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and

• (ii) Earnings guidance and other releases containing information taken from the Company's financial statements prior to their release.

To review the quality and not just the acceptability of the Company's financial reporting and accounting standards and principles and any proposed material changes to them or their application.

To review with the CFO any earnings guidance to be issued by the Company and any news release containing financial information taken from the Company's financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

Oversight

• (a) To review the internal audit staff functions, including:

• (i) The purpose, authority and organizational reporting lines;

• (ii) The annual audit plan, budget and staffing; and

• (iii) The appointment and compensation of the controller, if any.

To review, with the CFO and others, as appropriate, the Company’s internal system of audit controls and the results of internal audits.

To review and monitor the Company’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.

To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.

In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Company's disclosure and internal controls, including any material deficiencies or changes in those controls.

Membership

• a) The Committee shall consist solely of three or more members of the Board, the majority of which the Board has determined has no material relationship with the Company and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules.

• b) Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Company or until the member ceases to be a director, resigns or is replaced, whichever first occurs.

• c) The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

• d) All members of the Committee must be “financially literate” (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).

Procedures

• a) The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the “ Chair ”). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.

• b) The Chair will appoint a secretary (the “ Secretary ”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

• c) No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the 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, and provided that a majority of the members must be “independent” or “unrelated”.

• d) The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.

• e) The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the Articles of the Company or otherwise determined by resolution of the Board.

• f) The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate.

• g) The Committee shall have access to any and all books and records of the Company necessary for the execution of the Committee's obligations and shall discuss with the CEO or the CFO such records and other matters considered appropriate.

• h) The Committee has the authority to communicate directly with the internal and external auditors.

Reports

The Committee shall produce the following reports and provide them to the Board:

• a) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report.

• b) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

Item 2: Composition of the Audit Committee

The current members of the Committee are Blair Jordan, Neil McCallum, and Garrett Ainsworth. Mr. Jordan and Mr. Ainsworth are independent of the Company within the meaning of such term as defined NI 52-110. Mr. McCallum is not independent by virtue of holding the position VP Exploration of the Company within the last three years. All members of the Committee are financially literate as defined by NI 52-110 and/or the relevant policies of the Exchange, as applicable.

Item 3: Relevant Education and Experience

As previously stated, all members of the Audit Committee are considered financially literate and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements). The education and experience of each Committee member that is relevant to the performance of his or her responsibilities as a Committee member is set forth below:

Garrett Ainsworth:

Mr. Ainsworth recently led the NexGen technical team from June 2014 to April 2018 and was involved with marketing and raising capital and was co-recipient of the 2018 PDAC Bill Dennis Award for the Arrow Uranium Deposit in the southwest Athabasca Basin, Saskatchewan. Prior to NexGen, Mr. Ainsworth was corecipient of the 2013 AME BC Colin Spence Award. This honour was in recognition of his efforts which led to the discovery of the high-grade uranium mineralized system on the Patterson Lake South Project in the southwest Athabasca Basin, Saskatchewan, which is presently owned by Fission Uranium Corp.

Blair Jordan:

Mr. Jordan is Managing Partner of Restructur Advisors, a finance and strategy consulting firm, and prior to that, was CFO and Interim CEO of Ascent Industries Corp. Prior thereto, he was Managing Director of Investment Banking at Echelon Wealth Partners Inc., and before that, spent nearly 10 years with Credit Suisse in London, New York, and Tokyo. Before joining Credit Suisse, he was a securities lawyer with Bennett Jones LLP in Calgary. He holds an MBA from the Booth School of Business at the University of Chicago, and an LLB from the University of British Columbia. As a former banker, Mr. Jordan has extensive experience working in public markets.

Neil McCallum:

Mr. McCallum has over 15 years of experience primarily in North American mineral deposit exploration, with a focus on targeting and discovery of unconformityrelated uranium deposits. He is currently a project manager at Edmonton-based Dahrouge Geological Consulting Ltd. Mr. McCallum has managed and conducted uranium exploration in and around the Athabasca Basin and other jurisdictions for multiple companies. Mr. McCallum understands the importance of translating technical exploration data into a format that is meaningful for non-technical individuals. Specifically, in the marketing of an exploration opportunity to assist public companies in their capital raising, and eventually share their progress to shareholders and stakeholders.

Item 4: Audit Committee Oversight

At no time during the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not been adopted by the Board.

Item 5: Reliance on Certain Exemptions

During the most recently completed financial year, the Company has not relied on any of the following exemptions in NI 52-110: section 2.4 (De Minimus Nonaudit Services), 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), and any exemption, in whole or in part, in Part 8 (Exemptions).

Item 6: Pre-Approval Policies and Procedures

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

Item 7: External Auditor Service Fees (By Category)

The following table sets out the aggregate fees charged to the Company by the external auditor in each of the last two financial years for the category of fees described.

	FYE 2021	FYE 2020
Audit Fees(1)	$15,000	$15,000
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	$750	$750
All Other Fees(4)	Nil	Nil
Total Fees:	$15,750	$15,750

1. “Audit Fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

2. “Audited Related Fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under “Audit Fees” above.

3. “Tax Fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4. “All Other Fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than “Audit Fees”, “Audit Related Fees”, and “Tax Fees” above.

Item 8: Exemption

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

SCHEDULE “B” FORM 58-101F2 CORPORATE GOVERNANCE DISCLOSURE (VENTURE ISSUERS)

Item 1: Board of Directors

The Board exercises its independent supervision over management of the Company by meeting formally on an as needed basis to review and discuss the Company’s business activities, and to consider and if thought fit, to approve matters presented to the Board for approval, and to provide guidance to management. In addition, management consults with the Board from time to time, when deemed appropriate, to keep it informed regarding the Company’s affairs. The following sets forth the identity of each Director that is independent and each Director who is not independent.

Director	Independence
Jon Bey	Not independent (President and CEO)
Blair Jordan	Independent
Garrett Ainsworth	Independent
Neil McCallum	Not independent (Former VP Exploration)
Kenneth Judge	Independent

Item 2: Directorships

The following Directors of the Company are also currently directors of the following reporting issuers:

Director	Name of Reporting Issuer
Jon Bey	Ophir Gold Corp.
Blair Jordan	GoldGroup Mining Inc. MJardin, Group Inc. Timeless Capital Corp.
Garrett Ainsworth	District Metals Corp.
Neil McCallum	Huntsman Exploration Inc.
Kenneth Judge	Nil

Item 3: Orientation and Continuing Education

The Board does not have a formal orientation process for new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company’s business and understand his or her responsibilities as a member of the Board.

Similarly, the Board does not have a formal continuing education program for its directors. The Company expects its Directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors are however invited to consult with the Company’s professional advisors, as necessary, regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

Item 4: Ethical Business Conduct

The Board does not currently take any formal steps to encourage and promote a culture of ethics and business conduct. Directors and Officers of the Company are nonetheless encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

Subject to Board approval, the Company allows any member of the Board to engage an outside advisor at the expense of the Company in appropriate circumstances.

Item 5: Nomination of Directors

The identification of potential candidates for nomination as Directors of the Company is carried out by all Directors, who are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals and business contacts.

Item 6: Compensation

The compensation of Directors and NEOs is determined by the Compensation Committee. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Item 7: Other Board Committees

The Board committees include the Audit Committee and the Compensation Committee.

Item 8: Assessments

The Board as a whole assesses its performance, that of its committees and the contribution of individual directors on an ongoing basis.

SCHEDULE “C”

STANDARD URANIUM LTD.

INCENTIVE STOCK OPTION PLAN

May 4, 2020

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS AND INTERPRETATION ............................................................................1
1.1	Defined Terms ....................................................................................................................1
1.2	Interpretation.......................................................................................................................4
ARTICLE 2	ESTABLISHMENT OF PLAN ...............................................................................................4
2.1	Purpose................................................................................................................................4
2.2	Shares Reserved..................................................................................................................4
2.3	Non-Exclusivity..................................................................................................................5
2.4	Effective Date .....................................................................................................................5
ARTICLE 3	ADMINISTRATION OF PLAN..............................................................................................5
3.1	Administration ....................................................................................................................5
3.2	Amendment, Suspension, and Termination ........................................................................6
3.3	Compliance with Legislation ..............................................................................................6
ARTICLE 4	OPTION GRANTS ..................................................................................................................6
4.1	Eligibility and Multiple Grants ...........................................................................................6
4.2	Option Agreement...............................................................................................................6
4.3	Limitation on Grants and Exercises....................................................................................7
ARTICLE 5	OPTION TERMS.....................................................................................................................7
5.1	Exercise Price......................................................................................................................7
5.2	Expiry Date.........................................................................................................................7
5.3	Vesting................................................................................................................................7
5.4	Non-Assignability...............................................................................................................8
5.5	Ceasing to be Eligible Person .............................................................................................8
ARTICLE 6	EXERCISE PROCEDURE......................................................................................................9
6.1	Exercise Procedure..............................................................................................................9
6.2	Withholding ........................................................................................................................9
ARTICLE 7	AMENDMENT OF OPTIONS................................................................................................9
7.1	Consent to Amend...............................................................................................................9
7.2	Amendment Subject to Approval......................................................................................10
ARTICLE 8	MISCELLANEOUS...............................................................................................................10
8.1	No Rights as Shareholder..................................................................................................10
8.2	No Right to Employment..................................................................................................10
8.3	Governing Law .................................................................................................................10
	ARTICLE 1
	DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

For the purposes of this Plan, the following terms shall have the following meanings:

• (a) “ Affiliate ” has the meaning ascribed thereto by the Exchange;

• (b) “ Board ” means the Board of Directors of the Corporation or, as applicable, a committee consisting of not less than 3 Directors of the Corporation duly appointed to administer this Plan;

• (c) “ Business Day ” means a day that is not a Saturday, Sunday or a statutory or public holiday and any other day on which the banks are not regularly open for business in the jurisdiction where the Company has its head office;

• (d) “ Charitable Option ” means a stock option or equivalent security granted by the Corporation to an Eligible Charitable Organization;

• (e) “ Common Shares ” means the common shares of the Corporation;

• (f) “ Consultant ” means an individual who:

• (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an Affiliate of the Corporation, other than services provided in relation to a distribution;

• (ii) provides the services under a written contract between the Corporation or an Affiliate of the Corporation and the individual or the Consultant Company, as the case may be;

• (iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention of the affairs and business of the Corporation or an Affiliate of the Corporation; and

• (iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the Consultant to be knowledgeable about the business and affairs of the Corporation or an Affiliate of the Corporation.

and includes a Consultant Company of which a Consultant is an employee or shareholder and a partnership of which a Consultant is an employee or partner;

• (g) “ Consultant Company ” means a Consultant that is a company;

• (h) “ Corporation ” means Standard Uranium Ltd. and its successor entities;

• (i) “ Director ” means a director, senior officer, or Management Company Employee of an Issuer, or of an unlisted Company seeking a listing on the Exchange, or a director, senior officer, or Management Company Employee of an Issuer’s or an unlisted Company’s subsidiaries;

• (j) “ Discounted Market Price ” has the meaning ascribed thereto by Exchange Policy 1.1 – Interpretation ;

• (k) “ Disinterested Shareholder Approval ” has the meaning ascribed thereto by the Exchange in Exchange Policy 4.4 – Incentive Stock Options ;

• (l) “ Eligible Charitable Organization ” has the same meaning as set forth in Exchange Policy 4.7 – Charitable Options in Connection with an IPO ;

• (m) “ Eligible Person ” means a bona fide Director, Officer, Employee, or Consultant, and any “permitted assign” within the meaning of National Instrument 45-106 – Prospectus Exemptions ;

• (n) “ Employee ” means an individual who:

• (i) is considered an employee of the Corporation or an Affiliate under the Income Tax Act , i.e. for whom income tax, employment insurance, and Canada Pension Plan deductions must be made at source;

• (ii) works full-time for the Corporation or an Affiliate providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or the Affiliate over the details and method of work as an employee of the Corporation or the Affiliate, but for whom income tax deductions are not made at source; or

• (iii) works for the Corporation or an Affiliate on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or the Affiliate over the details and method of work as an employee of the Corporation or the Affiliate, but for whom income tax deductions are not made at source;

• (o) “ Exchange ” means the TSX Venture Exchange and any successor entity;

• (p) “ Expiry Date ” means the last day of the term for an Option, as set by the Board at the time of grant in accordance with Section 5.2 of the Plan and, if applicable, as amended from time to time;

• (q) “ Insider ” has the meaning ascribed thereto by the Exchange;

• (r) “ Investor Relations Activities ” has the meaning ascribed thereto by the Exchange;

• (s) “ Management Company Employee ” means an individual who is employed by a person providing management services to the Corporation or an Affiliate which are required for the ongoing successful operation of the business enterprise of the Corporation or the Affiliate, but excluding a person providing Investor Relations Activities;

• (t) “ Officer ” means an officer of the Corporation or of an Affiliate, and includes a Management Company Employee;

• (u) “ Option ” means an option to purchase Common Shares pursuant to this Plan;

• (v) “ Option Agreement ” means an agreement between the Corporation and a Participant which sets forth the terms of an Option grant;

• (w) “ Option Price ” means the per Share exercise price specified in the Option Agreement to be paid to acquire Option Shares, adjusted from time to time in accordance with the provisions of ARTICLE 5 of the Plan;

• (x) “ Option Shares ” means the aggregate number of Common Shares which a Participant may purchase under an Option;

• (y) “ Other Share Compensation Arrangement ” means, other than this Plan and any Options, any stock option plan, stock options, employee stock purchase plan or other compensation or

incentive mechanism involving the issuance or potential issuance of Common Shares, including but not limited to a purchase of Common Shares from treasury which is financially assisted by the Corporation by way of loan, guarantee, or otherwise;

• (z) “ Participant ” means an Eligible Person who has been granted an Option;

• (aa) “ Plan ” means this Standard Uranium Ltd. Stock Option Plan; and

• (bb) “ Ves t” means, with respect to an Option, becomes exercisable in respect of the number of Option Shares by the Participant pursuant to the terms of the Option Agreement and the Plan, and “ Vested ” and “ Vesting ” shall have similar meanings.

1.2 Interpretation

References to the outstanding Common Shares at any point in time shall be computed on a non-diluted basis.

ARTICLE 2 ESTABLISHMENT OF PLAN

2.1 Purpose

The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by:

• (a) providing an incentive mechanism to foster the interest of Eligible Persons in the success of the Corporation and its Affiliates;

• (b) encouraging Eligible Persons to remain with the Corporation or its Affiliates; and

• (c) attracting new Directors, Officers, Employees, and Consultants.

2.2 Shares Reserved

• (a) The aggregate number of Common Shares that may be reserved for issuance or issued in any 12 month period is limited to 10% of the issued and outstanding securities of the Corporation at the time of any Option grant. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.

• (b) If there is a change in the outstanding Common Shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger, or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in:

• (i) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;

• (ii) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and

• (iii) the Vesting of any Options (subject to the approval of the Exchange if such Vesting is mandatory under the policies of the Exchange), including the accelerated Vesting thereof on conditions the Board deems advisable,

and if the Company undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board shall make such provision for the protection of the rights of Participants as it shall deem advisable.

• (c) No fractional Common Shares shall be reserved for issuance under this Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.

• (d) The Corporation shall, at all times while this Plan is in effect, reserve, and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Plan.

2.3 Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.

2.4 Effective Date

This Plan shall be subject to the approval of any regulatory authority whose approval is required. Any Options granted under this Plan prior to such approvals being given shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given.

ARTICLE 3 ADMINISTRATION OF PLAN

3.1 Administration

• (a) This Plan shall be administered by the Board. Subject to the provisions of this Plan, the Board shall have the authority:

• (i) to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations, and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale, or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant’s rights in respect of an Option or Common Shares acquired upon exercise of an Option may be forfeited;

• (ii) to interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation, and administration of this Plan, and to adopt, amend, and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section 3.3 hereof.

• (b) The Board’s interpretations, determinations, guidelines, rules, and regulations shall be conclusive and binding upon the Corporation, Eligible Persons, Participants, and all other persons.

3.2 Amendment, Suspension, and Termination

The Board may, subject to the approval of any regulatory authority whose approval is required, amend, suspend, or terminate this Plan or any portion thereof. No such amendment, suspension, or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules, and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

3.3 Compliance with Legislation

• (a) This Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to sell, issue, and deliver any Common Shares upon exercise of Options shall be subject to all applicable federal, provincial, and foreign laws, policies, rules, and regulations, to the policies, rules, and regulations of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading and to such approvals by any governmental or regulatory agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obligated by the existence of this Plan or any provision of this Plan or the grant or exercise of Options hereunder to sell, issue, or deliver Common Shares upon exercise of Options in violation of such laws, policies, rules, and regulations or any condition or requirement of such approvals.

• (b) No Option shall be granted and no Common Shares sold, issued, or delivered hereunder where such grant, sale, issue, or delivery would require registration or other qualification of this Plan or of the Common Shares under the securities laws of any foreign jurisdiction, and any purported grant of any Option or any sale, issue and delivery of Common Shares hereunder in violation of this provision shall be void. In addition, the Corporation shall have no obligation to sell, issue or deliver any Common Shares hereunder unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.

• (c) Common Shares sold, issued and delivered to Participants pursuant to the exercise of Options shall be subject to restrictions on resale and transfer under applicable securities laws and the requirements of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading, and any certificates representing such Common Shares shall bear, as required, a restrictive legend in respect thereof.

ARTICLE 4 OPTION GRANTS

4.1 Eligibility and Multiple Grants

Options shall only be granted to Eligible Persons. An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or more occasions, subject to the terms of this Plan.

4.2 Option Agreement

Every Option shall be evidenced by an Option Agreement executed by the Corporation and the Participant, which shall, if the Participant is an Employee, Consultant, or Management Company Employee, contain a representation and warranty by the Corporation and such Participant that such Participant is a bona fide Employee, Consultant, or Management Company Employee, as the case may be, of the Corporation or an Affiliate. In the event of any discrepancy between this Plan and an Option Agreement, the provisions of this Plan shall govern.

4.3 Limitation on Grants and Exercises

• (a) To Eligible Persons. The aggregate number of Common Shares reserved for issuance to any one Eligible Person in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the time of the grant, unless the Corporation has obtained Disinterested Shareholder Approval to exceed such limit.

• (b) To Consultants. The aggregate number of Common Shares reserved for issuance to any one Consultant in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the time of the grant.

• (c) To Participants conducting Investor Relations Activities . The aggregate number of Common Shares reserved for issuance to all Eligible Persons conducting Investor Relations Activities in any 12 month period under this plan and any Other Share Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the time of the grant.

• (d) To Insiders . Unless the Corporation has received Disinterested Shareholder Approval to do so, the aggregate number of Common Shares reserved for issuance to Insiders in any 12 month period under this Plan and any Other Share compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of grant.

ARTICLE 5 OPTION TERMS

5.1 Exercise Price

• (a) Subject to a minimum exercise price of $0.05 per Common Share, the exercise price per Common Share for an Option shall not be less than the Discounted Market Price, as calculated pursuant to the policies of the Exchange, or such other minimum price as may be required or permitted by the Exchange.

• (b) If Options are granted within 90 days of a distribution by the Corporation by prospectus, then the exercise price per Common Share for such Option shall not be less than the greater of the minimum exercise price calculated pursuant to subsection 5.1(a) herein and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such distribution. Such 90 day period shall begin:

• (i) on the date the final receipt is issued for the final prospectus in respect of such distribution; and

• (ii) in the case of a prospectus that qualifies special warrants, on the closing date of the private placement in respect of such special warrants.

5.2 Expiry Date

Every Option shall have a term not exceeding and shall therefore expire no later than 10 years after the date of grant.

5.3 Vesting

• (a) Subject to subsection 5.3(b) herein and otherwise in compliance with the policies of the Exchange, the Board shall determine the manner in which an Option shall Vest and become exercisable.

• (b) Options granted to Consultants performing Investor Relations Activities shall Vest over a minimum 12 months with no more than one quarter of such Options Vesting in any three month period.

5.4 Non-Assignability

Options may not be assigned or transferred.

5.5 Ceasing to be Eligible Person

• (a) If a Participant who is an Officer, Employee, or Consultant is terminated for cause, each Option held by such Participant shall terminate and shall therefore cease to be exercisable upon such termination for cause.

• (b) If a Participant dies prior to otherwise ceasing to be an Eligible Person, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is six months after the date of the Participant’s death, always provided that the Board may, in its discretion, extend the date of such termination and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of the Expiry Date and the date which is twelve months after the date of the Participant’s death.

• (c) If a Participant ceases to be an Eligible Person other than in the circumstances set out in subsection 5.5(a) or 5.5(b) herein, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is 90 days after such event, always provided that the Board may, in its discretion, extend the date of such termination and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of the Expiry Date and the date which is twelve months after such event, and further provided that the Board may, in its discretion, on a case-by-case basis and only with the approval of the Exchange, further extend the date of such termination and the resulting period in which such Option remains exercisable to a date exceeding the date which is after twelve months of such event.

• (d) For greater certainty, if a Participant dies, each Option held by such Participant shall be exercisable by the legal representative of such Participant until such Option terminates and therefore ceases to be exercisable pursuant to the terms of Section 5.5(b).

• (e) If any portion of an Option is not Vested at the time a Participant ceases, for any reason whatsoever, to be an Eligible Person, such unvested portion of the Option may not be thereafter exercised by the Participant or its legal representative, as the case may be, always provided that the Board may, in its discretion further and subject to the approval of the Exchange where the Vesting of the said Participant’s Options was a requirement of the Exchange’s policies, thereafter permit the Participant or its legal representative, as the case may be, to exercise all or any part of such unvested portion of the Option that would have Vested prior to the time such Option otherwise terminates and therefore ceases to be exercisable pursuant to the terms of this Section 5.5. For greater certainty, and without limitation, this provision will apply regardless of whether the Participant ceased to be an Eligible Person voluntarily or involuntarily, was dismissed with or without cause, and regardless of whether the Participant received compensation in respect of dismissal or was entitled to a notice of termination for a period which would otherwise have permitted a greater portion of an Option to Vest.

ARTICLE 6 EXERCISE PROCEDURE

6.1 Exercise Procedure

An Option may be exercised from time to time, and shall be deemed to be validly exercised by the Participant only upon the Participant’s delivery to the Corporation at its registered office:

• (a) a written notice of exercise addressed to the Corporate Secretary of the Corporation, specifying the number of Common Shares with respect to which the Option is being exercised;

• (b) the originally signed Option Agreement with respect to the Option being exercised;

• (c) a certified cheque or bank draft made payable to the Corporation for the aggregate exercise price for the number of Common Shares with respect to which the Option is being exercised; and

• (d) documents containing such representations, warranties, agreements, and undertakings, including such as to the Participant’s future dealings in such Common Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to comply with or safeguard against the violation of the laws of any jurisdiction;

and on the Business Day following, the Participant shall be deemed to be a holder of record of the Common Shares with respect to which the Option is being exercised, and thereafter the Corporation shall, within a reasonable amount of time, cause certificates for such Common Shares to be issued and delivered to the Participant.

6.2 Withholding

The Corporation may withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as it reasonably believes is necessary to enable the Corporation to comply with the applicable requirements of any federal, provincial, local, or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to Options (“ Withholding Obligations ”). The Corporation may also satisfy any liability for any such Withholding Obligations, on such terms and conditions as the Corporation may determine in its discretion, by (a) requiring a Participant, as a condition to the exercise of any Options, to make such arrangements as the Corporation may require so that the Corporation can satisfy such Withholding Obligations including, without limitation, requiring the Participant to remit to the Corporation in advance, or reimburse the Corporation for, any such Withholding Obligations; or (b) selling on the Participant’s behalf, or requiring the Participant to sell, any Common Shares acquired by the Participant under the Plan, or retaining any amount which would otherwise be payable to the Participant in connection with any such sale.

ARTICLE 7 AMENDMENT OF OPTIONS

7.1 Consent to Amend

The Board may amend any Option with the consent of the affected Participant and the Exchange, including any shareholder approval required by the Exchange. For greater certainty, Disinterested Shareholder Approval is required for any reduction in the exercise price of an Option if the Participant is an Insider at the time of the proposed amendment.

7.2 Amendment Subject to Approval

If the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.

ARTICLE 8 MISCELLANEOUS

8.1 No Rights as Shareholder

Nothing in this Plan or any Option shall confer upon a Participant any rights as a shareholder of the Corporation with respect to any of the Common Shares underlying an Option unless and until such Participant shall have become the holder of such Common Shares upon exercise of such Option in accordance with the terms of the Plan.

8.2 No Right to Employment

Nothing in this Plan or any Option shall confer upon a Participant any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the Participant’s employment, with or without cause, at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment of any Participant beyond the time which the Participant would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.

8.3 Governing Law

This Plan, all Option Agreements, the grant and exercise of Options hereunder, and the sale, issue, and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable, governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Courts of the Province of British Columbia shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.

SCHEDULE "D"

BY-LAWS OF

STANDARD URANIUM

LTD. (the "Corporation")

1. INTERPRETATION

1.1 Definitions

In the By-laws of the Corporation, unless the context otherwise requires:

• (1) " Act " means the Canada Business Corporations Act , R.S.C. 1985, c. C-44.

• (2) " appoint " includes "elect" and vice versa.

• (3) " Articles " means the original or restated articles of incorporation, amendment, amalgamation, continuance, arrangement or revival of the Corporation and includes any amendments thereto.

• (4) " Board " means the board of directors of the Corporation.

• (5) " Director " means a member of the Board.

• (6) " entity " means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization.

• (7) " meeting of shareholders " means an annual meeting of shareholders and a special meeting of shareholders.

• (8) " non-business day " means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada).

• (9) " person " includes any individual, body corporate, partnership, trust, joint venture or unincorporated organization or association.

• (10) " recorded address " means

• (a) in the case of a shareholder, his or her address as recorded in the securities register of the Corporation;

• (b) in the case of joint shareholders, the address appearing in the securities register of the Corporation in respect of the joint holding or the first address so appearing if there is more than one; and

• (c) in the case of a Director, his or her latest address as recorded in the records of the Corporation.

• 2 -

• (11) " special meeting " means any meeting of any class or classes of shareholders or other security holders of the Corporation, other than an annual meeting of shareholders at which special business is to be conducted.

1.2 Other Definitions

Unless otherwise defined herein, the terms used in this By-law have the same meanings as when used in the Act. For the purposes of this By-law:

• (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation";

• (b) the word "or" is not exclusive; and

• (c) the words "herein," "hereof, "hereby," "hereto" and "hereunder" refer to this By-law as a whole.

This By-Law shall be read with all changes in number and gender required by the context. Unless the context otherwise requires, references herein:

• (a) to sections mean the sections of this By-law;

• (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and

• (c) to a statute, including the Act, means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

2. OFFICES

2.1 Offices

The address of the registered office of the Corporation shall be in the province or territory within Canada specified in the Articles and at such location therein as the Board may from time to time determine.

2.2 Books and Records

Any records maintained by the Corporation in the regular course of its business, including its securities register, books of account and minute books, may be maintained in a bound or loose- leaf book or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device. The Corporation shall make such records available for inspection pursuant to applicable law.

3. MEETINGS OF THE SHAREHOLDERS

3.1 Place of Meetings

All meetings of the shareholders shall be held at such place as the Board determines or, in the absence of such a determination, at the place stated in the notice of meeting. A meeting of shareholders shall be held in Canada unless all of the shareholders entitled to vote at that meeting so agree or the Articles specify a place outside Canada where a meeting of shareholders may be held.

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3.2 Annual Meeting

The annual meeting of the shareholders shall be held at such date, time and place, if any, as shall be determined by the Board and stated in the notice of the meeting for the transaction of such business as may properly come before the meeting.

3.3 Special Meetings

Special meetings of shareholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board or requisition by shareholders in accordance with the Act. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

3.4 Fixing the Record Date

• (a) In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 21 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the determination of shareholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of shareholders entitled to vote therewith at the adjourned meeting.

• (b) In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

3.5 Adjournments

Any meeting of the shareholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at the meeting. If after the adjournment a new record date is fixed for shareholders entitled to vote at the adjourned meeting, the

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Board shall give notice of the new record date as well as notice of the adjourned meeting to each shareholder entitled to vote at the adjourned meeting in accordance with the Act and these By-laws.

3.6 Notice of Meetings

Notice of the place, if any, date, hour and means of remote communication, if any, of every meeting of shareholders shall be given by the Corporation not less than 21 days in the case of distributing corporation nor more than 60 days before the meeting to every shareholder entitled to vote at the meeting as of the record date to each Director, and to the auditor of the Corporation. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called in sufficient detail to permit the shareholder to form a reasoned judgment on the special business, and include the text of any special resolution or by-law to be submitted at the meeting. Except as otherwise provided herein or permitted by applicable law, notice to shareholders shall be in writing and delivered personally or mailed to the shareholders at their recorded address. Without limiting the manner by which notice otherwise may be given effectively to shareholders, notice of meetings may be given to shareholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any shareholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the shareholder attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Any shareholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

3.7 List of Shareholders

The officer of the Corporation who has charge of the securities register shall prepare a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, and showing the address of each shareholder and the number of shares of each class or series in the Corporation registered in the name of each shareholder. If a record date is fixed, then this list shall be prepared by such officer of the Corporation no later than 10 days after setting the record date. If no record date is fixed, then such officer of the Corporation shall prepare this list at the close of business on the day immediately preceding the day on which notice of a shareholders' meeting is given, or where no notice of a shareholders' meeting is given, on the day on which the meeting is held. A shareholder may inspect the list of shareholders prepared for a meeting during the Corporation's usual business hours at its registered office or at the place where its central securities register is maintained. A shareholder can also inspect this list at the shareholders' meeting for which the list was prepared. If the meeting is held solely by means of telephonic, electronic or other communication facility, the list shall also be open for inspection by any shareholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the securities register of the Corporation shall be the only evidence as to who are the shareholders entitled to inspect the securities register and the list of shareholders or to vote in person or by proxy at any meeting of shareholders.

3.8 Quorum

Unless otherwise required by law, the Articles, a unanimous shareholder agreement or these By-laws, at each meeting of the shareholders at least two shareholders who, in the aggregate, hold at least 5% of the shares entitled to vote at the meeting of shareholders, present in person or represented by proxy, constitutes a quorum. If, however, such quorum is not present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 3.4, until a quorum shall be present or represented. Once a quorum is established, it does not need to be maintained throughout the meeting. At any such adjourned meeting at

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which there is a quorum, any business may be transacted that might have been transacted at the original meeting.

3.9 Conduct of Meetings

At every meeting of shareholders, the chairperson, or in his or her absence or inability to act, the chief executive officer, or, in his or her absence or inability to act, the person whom the chairperson shall appoint, shall act as chairperson of, and preside at, the meeting. The corporate secretary (if any) or, in his or her absence or inability to act, the person whom the chairperson of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The chairperson of any meeting of the shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include the following:

• (a) the establishment of an agenda or order of business for the meeting;

• (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting;

• (c) rules and procedures for maintaining order at the meeting and the safety of those present;

• (d) limitations on attendance at or participation in the meeting to registered shareholders of the corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine;

• (e) restricting entry to the meeting after the time fixed for the commencement thereof; and

• (f) limiting the time allotted to questions or comments by participants.

3.10 Voting; Proxies

Unless otherwise required by law, the election of Directors shall be by written ballot and shall be decided by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in such election. Unless otherwise required by law, the Articles, a unanimous shareholder agreement or these By-laws, any matter, other than the election of Directors, brought before any meeting of shareholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each shareholder entitled to vote at a meeting of shareholders or to express approval of any resolution in writing may authorize another person or persons to act for such shareholder by proxy, but no such proxy shall be voted or acted upon except at the meeting in respect of which it is given or any adjournment thereof. A proxy may be revoked before the meeting. A shareholder may revoke any proxy by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of shareholders need not be by written ballot, except where a ballot is demanded by a shareholder or proxy holder entitled to vote at the meeting.

3.11 Scrutineers at Meetings of Shareholders

The Board, in advance of any meeting of shareholders, may, and shall if required by law, appoint one or more scrutineers, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board may designate one or more persons as alternate

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scrutineers to replace any scrutineer who fails to act. If no scrutineer or alternate is able to act at a meeting, the chairperson shall appoint one or more scrutineers to act at the meeting. Each scrutineer shall faithfully execute the duties of a scrutineer with strict impartiality and according to the best of his or her ability. The scrutineers shall:

• (a) ascertain the number of shares outstanding and the voting rights of each,

• (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots,

• (c) count all votes and ballots,

• (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the scrutineers, and

• (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

The scrutineers may appoint or retain other persons or entities to assist the scrutineers in the performance of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the scrutineers after the closing of the polls unless a court upon application by a shareholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of shareholders, the scrutineers may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as a scrutineer at such election.

3.12 Resolution in Writing of Shareholders

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless, in accordance with the Act:

• (a) in the case of the resignation or removal of a Director, or the appointment or election of another person to fill the place of that Director, a written statement is submitted to the Corporation by the Director giving the reasons for his or her resignation or the reasons why he or she opposes any proposed action or resolution for the purpose of removing him or her from office or the election of another person to fill the office of the Director; or

• (b) in the case of the removal or resignation of an auditor, or the appointment or election of another person to fill the office of auditor, representations are made to the Corporation by the auditor concerning its proposed removal, the appointment or election of another person to fill the office of auditor or its resignation.

3.13 Omissions and Errors

The accidental omission to give any notice to any shareholder, Director, officer, member of a committee of the Board or auditor, the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

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4. ADVANCE NOTICE PROVISIONS

4.1 Nomination of Directors

Subject only to the Act and this By-law, only persons who are nominated in accordance with the procedures set out in this section 4 shall be eligible for election as Directors. Nominations of persons for election as Directors may only be made at an annual meeting of shareholders, or at a special meeting called for any purpose at which the election of Directors is a matter specified in the notice of meeting, as follows:

• (a) by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;

• (b) by or at the direction or request of one or more shareholders pursuant to a valid proposal made in accordance with the provisions of the Act or a valid requisition of shareholders made in accordance with the provisions of the Act; or

• (c) by any person entitled to vote at such meeting (a " Nominating Shareholder "), who:

• (i) is, at the close of business on the date of giving notice provided for in this section 4 and on the record date for notice of such meeting, either entered in the central securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation; and

• (ii) has given timely notice in proper written form as set forth in this section 4.

4.2 Exclusive Means

For the avoidance of doubt, this section 4 shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation.

4.3 Timely Notice

In order for a nomination made by a Nominating Shareholder to be timely notice (a " Timely Notice "), the Nominating Shareholder's notice must be delivered to the corporate secretary of the Corporation at the principal executive offices or registered office of the Corporation:

• (a) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. in the city where the Corporation's principal executive offices are located on the 30th day before the date of the meeting; provided, however, if the first public announcement made by the Corporation of the date of the meeting (each such date being the " Notice Date ") is less than 50 days before the meeting date, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date; and

• (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of Directors, not later than the close of business on the 15th day following the Notice Date;

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provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described in section 4.3(a) or 4.3(b), and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the date of the applicable meeting.

4.4 Proper Form of Notice

To be in proper written form, a Nominating Shareholder's notice to the corporate secretary must comply with all the provisions of this section 4 and disclose or include, as applicable:

• (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a Director (a " Proposed Nominee "):

• (i) the name, age, business and residential address of the Proposed Nominee;

• (ii) the principal occupation/business or employment of the Proposed Nominee, both presently and for the past five years;

• (iii) the number of securities of each class of securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (iv) full particulars of any relationships, agreements, arrangements or understandings (including financial, compensation or indemnity related) between the Proposed Nominee and the Nominating Shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder;

• (v) any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of Directors pursuant to the Act or applicable securities law; and

• (vi) a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as Director under the provisions of subsection 124(2) of the Act; and

• (b) as to each Nominating Shareholder giving the notice, and each beneficial owner, if any, on whose behalf the nomination is made:

• (i) their name, business and residential address;

• (ii) the number of securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

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• (iii) their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter. directly or indirectly, the person's economic interest in a security of the Corporation or the person's economic exposure to the Corporation;

• (iv) any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

• (v) full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of Directors;

• (vi) a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such nomination;

• (vii) a representation as to whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Corporation in support of such nomination; and

• (viii) any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to the Act or as required by applicable securities law.

Reference to " Nominating Shareholder " in this section 4.4 shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as Director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

4.5 Currency of Nominee Information

All information to be provided in a Timely Notice pursuant to this section 4 shall be provided as of the date of such notice. The Nominating Shareholder shall provide the Corporation with an update to such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days before the date of the meeting, or any adjournment or postponement thereof.

4.6 Delivery of Information

Notwithstanding any other provision of these By-laws, any notice, or other document or information required to be given to the corporate secretary pursuant to this section 4 may only be given by personal delivery or courier (but not by fax or email) to the corporate secretary at the address of the principal executive offices or registered office of the Corporation and shall be deemed to have been given and made on the date of delivery if it is a business day and the delivery was made prior to 5:00 p.m. in the city where the Corporation's principal executive offices are located and otherwise on the next business day.

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4.7 Defective Nomination Determination

The chair of any meeting of shareholders of the Corporation shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this section 4, and if any proposed nomination is not in compliance with such provisions, must as soon as practicable following receipt of such nomination and prior to the meeting declare that such defective nomination shall not be considered at any meeting of shareholders.

4.8 Failure to Appear

Despite any other provision of this section 4, if the Nominating Shareholder (or a duly appointed proxy holder for the Nominating Shareholder or representative of the Nominating Shareholder) does not appear at the meeting of shareholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

4.9 Waiver

The Board may, in its sole discretion, waive any requirement in this section 4.

4.10 Definitions

For the purposes of this section 4, " public announcement " means disclosure in a news release disseminated by the Corporation through a national news service in Canada, or in a document filed by the Corporation for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

5. BOARD OF DIRECTORS

5.1 General Powers

The Board shall manage, or supervise the management of, the business and affairs of the Corporation.

5.2 Number; Term of Office

If the Articles do not provide for a minimum and maximum number of Directors, the Board shall consist of the fixed number of Directors specified in the Articles. If the Articles provide for a minimum and maximum number of Directors, the Board shall be comprised of the fixed number of Directors as determined from time to time by the shareholders by ordinary resolution or, if the ordinary resolution empowers the Board to determine the number, by resolution of the Board. Each Director shall hold office until a successor is duly elected and qualified or until the Director's earlier death, resignation, disqualification or removal.

5.3 Newly Created Directorships and Vacancies

Any newly created directorships resulting from an increase in the authorized number of Directors and any vacancies occurring in the Board, may be filled by the affirmative votes of a majority of the remaining members of the Board, or by a sole remaining Director, if constituting a quorum. A Director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the Director whom he or she has replaced, the date a successor is duly elected and qualified or the earlier of such Director's earlier death, resignation, disqualification or removal.

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5.4 Resignation

Any Director may resign at any time by notice given in writing to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.

5.5 Removal

Except as prohibited by applicable law, the Articles or any unanimous shareholder agreement, the shareholders entitled to vote in an election of Directors may remove any Director from office at any time, with or without cause, by ordinary resolution.

5.6 Fees and Expenses

Directors shall receive such fees and expenses as the Board shall from time to time prescribe.

5.7 Regular Meetings

Regular meetings of the Board may be held at such times and at such places as may be determined from time to time by the Board or its chairperson. No notice shall be required for any such regular meeting except if the purpose of the meeting or the business to be transacted includes:

• (a) submitting to the shareholders any question or matter requiring the approval of the shareholders;

• (b) filling a vacancy among the Directors or appointing additional Directors;

• (c) filling a vacancy in the office of auditor;

• (d) issuing securities except as authorized by the Board;

• (e) issuing shares of a series except as authorized by the Board;

• (f) declaring dividends;

• (g) purchasing, redeeming or otherwise acquiring shares issued by the Corporation;

• (h) paying a commission to any person in consideration of the person's purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares;

• (i) approving a management proxy circular;

• (j) approving any annual financial statements; or

• (k) adopting, amending or repealing By-laws.

5.8 Ad Hoc Meetings

Ad hoc meetings of the Board may be held at such times and at such places as may be determined by the chairperson or the corporate secretary on at least 24 hours' notice to each Director given by one of the means specified in section 5.12 hereof, other than by mail, or on at least three days' notice if given by mail. Ad

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hoc meetings shall be called by the chairperson or the corporate secretary in like manner and on like notice on the written request of any two or more Directors.

5.9 Telephone Meetings

Board meetings or meetings of any committees of the Board may be held by means of telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. Participation by a Director or a member of a committee in a meeting pursuant to this section 5.9 shall constitute presence in person at such meeting.

5.10 Adjourned Meetings

A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours' notice of any adjourned meeting of the Board shall be given to each Director, whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in section 5.11 thereof other than by mail, or at least three days' notice shall be given if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

5.11 Residency Requirement

The Board shall not transact business at a meeting unless at least 25% of the Directors present at the meeting are resident Canadians, except where:

• (a) a resident Canadian Director who is unable to be present approves in writing or by telephonic, electronic, or other communications facilitates the business transacted at the meeting; and

• (b) a majority of Directors present at the meeting would have been resident Canadians had that Director been present at the meeting.

5.12 Notices

Subject to section 5.8, section 5.10 and section 5.13 hereof, whenever notice is required to be given to any Director by applicable law, the Articles, any unanimous shareholder agreement or this By-law, such notice shall be deemed to be given effectively if given in person or by telephone, mail addressed to such Director at such Director's recorded address, by facsimile, e- mail or by other means of electronic transmission.

5.13 Waiver of Notice

Whenever notice to Directors is required by applicable law, the Articles, any unanimous shareholder agreement or these By-laws, a waiver thereof, in writing signed by the Director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called. Neither the business to be transacted at, nor the purpose of, any regular or ad hoc meeting of the Board or committee of the Board need be specified in any waiver of notice.

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5.14 Organization

At each meeting of the Board, the chairperson or, in his or her absence, another Director selected by the Board shall preside. The corporate secretary shall act as secretary at each meeting of the Board. If the corporate secretary is absent from any meeting of the Board, an assistant corporate secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the corporate secretary and all assistant corporate secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

5.15 Quorum of Directors

The presence of a majority of the Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

5.16 Majority Vote

Except as otherwise expressly required by this By-law, the Articles, any unanimous shareholder agreement or by applicable law, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

5.17 Resolution in Writing of Board

Unless otherwise restricted by the Articles, any unanimous shareholder agreement or this By- law, any resolution required or permitted to be passed at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee in accordance with the Act.

5.18 Committees of the Board

The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting shall vote on any matter. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all documents that may require it to the extent so authorized by the Board. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be a resolution of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures, for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this section 5.

5.19 Limitation of Liability

Every Director and officer of the Corporation in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or officer shall be liable for the acts, omissions, failures, neglects or

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defaults of any other Director, officer or employee, or for joining in any act for conformity, or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his or her office or in relation thereto. Nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.

5.20 Indemnity

• (a) The Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer (or an individual acting in a similar capacity) of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

• (b) The Corporation shall advance monies to a Director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 5.20(a). The individual shall repay the monies if he or she does not fulfill the conditions of section 5.20(c).

• (c) The Corporation shall not indemnify an individual under section 5.20(a) unless he or she (i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which he or she acted as a director or officer or in a similar capacity at the Corporation's request and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

• (d) The Corporation shall also indemnify the individual referred to in section 5.20(a) in such other circumstances as the Act or the law permits or requires. Nothing in this By-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law.

6. MAJORITY VOTING

Sections 6.1 through 6.3 apply as long as the rules of any stock exchange on which any securities of the Corporation are listed so require.

6.1 Resignation Required

A newly elected Director to the Board must immediately resign if the number of votes casts by the Corporation's shareholders at a meeting in favour of this individual's election to the Board is equal to or less than the number of votes withheld. The newly elected Director's resignation must be in writing. This Director's resignation is conditional on its acceptance by the Board.

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6.2 Exception for Contested Elections

Section 6.1 does not apply if number of positions to be filled on the Board is less than the number of candidates running for election to the Board at a shareholders' meeting (a " Contested Election "). In a Contested Election individual candidates shall be elected to the Board by a plurality of the votes cast at a meeting of shareholders.

6.3 Board Decision

If a newly elected Director must tender his or her resignation in accordance with section 6.1, the Board shall determine whether or not to accept that Director's resignation within 90 days of the date of the meeting of shareholders. The Board shall accept that Director's resignation unless it decides that there are exceptional circumstances which prevent the Board from accepting it. A newly elected Director who has tendered a resignation in accordance with section 6.1 shall not participate in any meeting of the Board or any committee of the Board at which his or her resignation is considered. The Corporation shall promptly issue a news release stating the Board's decision. The Corporation's news release must include the reasons for the Board's decision if the newly elected Director's resignation is not accepted.

7. OFFICERS

7.1 Positions and Election

The officers of the Corporation shall be elected annually by the Board and shall include a chief executive officer and a corporate secretary. The Board, in its discretion, may also elect a chairperson (who must be a Director), one or more vice-chairpersons (who must be Directors) and one or more of a president. vicepresidents, a treasurer, assistant treasurers, assistant corporate secretaries and other officers. Any two or more offices may be held by the same individual.

7.2 Term

Each officer of the Corporation shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Any officer elected or appointed by the Board may be removed by the Board at any time with or without cause by resolution of the Board. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board.

7.3 The Chief Executive Officer

The chief executive officer shall have general supervision over the business of the Corporation and other duties incident to the office of chief executive officer, and any other duties as may be from time to time assigned to the chief executive officer by the Board and subject to the control of the Board in each case.

7.4 The Corporate Secretary

The corporate secretary shall attend all sessions of the Board and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like

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duties for committees when required. The corporate secretary shall give, or cause to be given, notice of all meetings of the shareholders and meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the chief executive officer. The corporate secretary shall keep in safe custody the seal of the Corporation (if any) and have authority to affix the seal to all documents requiring it and attest to the same.

7.5 Other Officers

The president, each vice-president and other officers shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairperson of the Board or the chief executive officer.

7.6 Duties of Officers May be Delegated

In case any officer is absent, or for any other reason that the Board may deem sufficient, the president or the Board may delegate for the time being the powers or duties of such officer to any other officer or to any Director.

8. SHARE CERTIFICATES AND THEIR TRANSFER

8.1 Shareholder Entitled to Certificate or Acknowledgement

Each shareholder is entitled, without charge, to:

• (a) one share certificate representing the shares or series of shares registered in the shareholder's name, or

• (b) a non-transferable written acknowledgement of the shareholder's right to obtain such a share certificate,

provided that if two or more persons are registered as joint holders of any share, the Corporation is not bound to issue more than one share certificate. Delivery of a share certificate for a share to one of several joint shareholders or to the duly authorized agent of one of the shareholders will be sufficient delivery to all. Any one of such persons may give effectual receipts for the certificate issued in respect thereof for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.2 Certificates Representing Shares

Share certificates shall be in the form, other than bearer form, approved by the Board. Certificates representing shares of each class or series shall be signed by, or in the name of, the Corporation by the chairperson, any vice-chairperson, the chief executive officer, the president or any vice-president, and by the corporate secretary, any assistant corporate secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

8.3 Transfers of Securities

Securities of the Corporation shall be transferable in the manner prescribed by law, the Articles and in this By-law. Transfers of securities shall be made on the books of the Corporation only by the registered holder

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thereof, by such person's attorney lawfully constituted in writing and, in the case of certificated securities, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of securities shall be valid as against the Corporation for any purpose until it shall have approved in accordance with the requirements of the Articles and been entered in the securities register of the Corporation by an entry showing from and to whom transferred.

8.4 Transfer Agents and Registrars

The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

8.5 Lost, Stolen or Destroyed Certificates

The Board may direct a new certificate or uncertificated security to be issued in place of any certificate issued by the Corporation and alleged to have been lost, stolen or destroyed upon the making of a statutory declaration of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated security, the Board may, in its discretion and as a condition precedent to the issuance thereof, require payment of such fee and compliance with such terms as to indemnity, reimbursement of expenses (including legal fees incurred by the Corporation) and evidence of loss and of title, all as the Board may from time to time prescribe, whether generally or in any particular case.

9. GENERAL PROVISIONS

9.1 Seal

The Corporation may, but need not, adopt a corporate seal. If a corporate seal is adopted it shall be in such form as shall be approved by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board.

9.2 Financial Year

The financial year of the Corporation shall be determined by the Board.

9.3 Cheques, Notes, Drafts, Etc.

All cheques, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

9.4 Dividends

Subject to applicable law, the Articles and any unanimous shareholder agreement, dividends upon any shares of the Corporation may be:

• (a) declared by the Board at any regular or ad hoc meeting of the Board, and

• (b) paid in cash, in property or in shares of the Corporation.

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9.5 Conflict With Applicable Law or Articles

This By-law is enacted subject to any applicable law, the Articles and any unanimous shareholder agreement. Whenever these By-laws may conflict with any applicable law, the Articles or any unanimous shareholder agreement, such conflict shall be resolved in favour of such law, Articles or unanimous shareholder agreement.

10. AMENDMENT AND REPEAL

10.1 Amendment

Subject to the Articles and any unanimous shareholder agreement, the Board may, by resolution, make, amend or repeal any By-laws. Any such By-law, amendment or repeal shall be effective from the date of the resolution of the Board until the next meeting of shareholders where it may be confirmed, rejected or amended by the shareholders by ordinary resolution. If the By-law, amendment or repeal is confirmed or confirmed as amended by the shareholders, it remains effective in the form in which it was confirmed. Such By-law, amendment or repeal ceases to have effect if it is not submitted to the shareholders at the next meeting of shareholders or if it is rejected by the shareholders at the meeting.

10.2 Repeal

All previous By-laws of the Corporation are repealed as of the coming into force of this By-law. The repeal shall not affect the previous operation of any By-laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Articles or predecessor charter documents of the Corporation obtained pursuant to, any such By-law before its repeal. All officers and persons acting under the provisions of this By-law, and all resolutions of the shareholders or the Board or a committee of the Board with continuing effect passed under any repealed By-laws shall continue to be good and valid except to the extent inconsistent with this By-law and until amended or repealed.

AMENDED AND RESTATED by the Board the 5[th] of October, 2021

By: /s/ “Jon Bey” Name: Jon Bey Title: Director