STEPPE GOLD

STEPPE GOLD LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

to be held on June 16, 2025

Dated: May 13, 2025

TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ... ii

MANAGEMENT INFORMATION CIRCULAR ... 1
SOLICITATION OF PROXIES ... 1
APPOINTMENT OF PROXYHOLDER ... 1
REVOCATION OF PROXIES ... 1
VOTING OF PROXIES ... 1
INFORMATION FOR NON-REGISTERED SHAREHOLDERS ... 2
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 3
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ... 3
PARTICULARS OF MATTERS TO BE ACTED UPON ... 3
1. RECEIPT OF FINANCIAL STATEMENTS AND AUDITOR'S REPORT ... 3
2. ELECTION OF DIRECTORS ... 4
3. RE-APPOINTMENT OF AUDITOR ... 8
4. APPROVAL OF LONG-TERM INCENTIVE PLAN ... 8
5. OTHER BUSINESS ... 9
STATEMENT OF EXECUTIVE COMPENSATION ... 9
DIRECTORS COMPENSATION ... 16
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 17
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 19
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 19
STATEMENT OF CORPORATE GOVERNANCE PRACTICES ... 19
ADDITIONAL INFORMATION ... 24

SCHEDULE "A" BOARD OF DIRECTORS MANDATE ... A-1
SCHEDULE "B" LONG TERM INCENTIVE PLAN ... B-1
SCHEDULE "C" ADVISORIES ... C-1

STEPPE GOLD LTD.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders of Steppe Gold Ltd. (“Steppe” or the “Corporation”) will be held at the Shangri-La Hotel, 19 Olympic Street, Sukhbaatar District-1, Ulaanbaatar 14241 Mongolia on Monday, the 16th day of June, 2025 at the hour of 10:00 a.m. (ULAT), for the following purposes:

to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2024 (with comparative statements relating to the preceding fiscal period) together with the report of the auditor thereon;
to elect the directors of Steppe who will serve until the end of the next annual general meeting of shareholders or until their successors are elected or appointed;
to re-appoint Kingston Ross Pasnak LLP as the auditors of Steppe for the ensuing year and to authorize the directors to fix their remuneration;
to consider and, if deemed advisable, to pass an ordinary resolution, ratifying and approving the adoption of the Corporation’s long-term incentive plan; and
to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Accompanying this notice (the “Notice”) is the management information circular (the “Circular”), a form of proxy, and a form of voting instruction form (if applicable). The accompanying Circular provides further information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof has been fixed by the directors of the Company as the close of business on May 12, 2025 (the “Record Date”). Only shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

To enable greater shareholder attendance, if a shareholder is unable to attend the Meeting in person, the Corporation encourages shareholders to access the Meeting via telephone conference call at (844) 511 2074 (Toll-Free Canada), 1 (234) 2032 767 (USA), +61 (2)6145 2180 (Australia), 86 1057 897465 (China) Conference Participant Access 053-515-325. Shareholders attending the Meeting by telephone conference will be able to listen to the Meeting but will not be able to vote at the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy. Those who are unable to attend the Meeting are requested to read, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Circular accompanying this Notice.

DATED at Toronto, Ontario, this 13th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS
(signed) “Bataa Tumur-Ochir”

Bataa Tumur-Ochir
Chairman and Chief Executive Officer

STEPPE GOLD LTD.

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at May 13, 2025 unless indicated otherwise)

SOLICITATION OF PROXIES

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Steppe Gold Ltd. (“Steppe” or the “Corporation”) for use at the Annual General and Special Meeting of holders (“Shareholders”) of common shares (“Common Shares”) of the Corporation and any adjournment thereof to be held at 10:00 a.m. (ULAT) on Monday, June 16, 2025 (the “Meeting”) at the place and for the purposes set forth in the accompanying notice of Meeting. This Circular and the enclosed proxy is furnished in connection with the solicitation of proxies by the management of the Corporation. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally, by facsimile or by telephone by the regular employees of the Corporation at nominal cost. All costs of solicitation by management will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from Shareholders.

The contents and the sending of this Circular have been approved by the board of directors of the Corporation (the “Board”). All references to “dollars” or “$” are to United States dollars (USD) and all references to “C$” are to Canadian dollars. All references to the Corporation shall include its subsidiaries as the context may require.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholders in the accompanying form of proxy are directors and/or officers of the Corporation. A REGISTERED SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND SIGNING AND DATING THE PROXY, OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by Odyssey Trust Company, by mail at Suite 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or, with respect to any matters to be dealt with at any adjournment of the Meeting, before the time of the re-commencement of the adjourned Meeting. Proxies delivered after such time(s) will not be accepted.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke it prior to its use by an instrument in writing executed by the Shareholder or by his or her attorney duly authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of such corporation, and delivered to the registered office of the Corporation, at 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6 (Attention: Chief Financial Officer) at any time up to and including the last business day preceding the day of the Meeting or, if adjourned, preceding any reconvening thereof, or to the Chairperson of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

The Common Shares represented by a properly executed proxy in favour of persons designated as proxyholders in the enclosed form of proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be called for; and

(b) where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specifications made on such proxy.

SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED, OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED, AS DIRECTED BY THE SHAREHOLDER.

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the notice of Meeting, and with respect to any other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated by management as proxyholders in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, the management of the Corporation knows of no such amendment, variation or other matter that may be presented to the Meeting.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or proxyholders duly appointed by registered Shareholders are permitted to vote at the Meeting. Most Shareholders of the Corporation are "non-registered" shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only registered Shareholders are entitled to vote at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in such Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depositary Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the brokers' clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Corporation to the registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate the responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge well in advance of the Meeting) in order to have the Common Shares voted.

The Meeting materials are being sent to both registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("NOBOs"). Subject to the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

The Corporation does not intend to pay for intermediaries to forward materials to OBOs and an OBO will not receive materials unless such OBO's intermediary assumes the cost of delivery. The Corporation's OBOs can expect to be contacted by Broadridge or their broker or their broker's agents as set out above.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the proxy or voting instruction card provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

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

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Circular, no person who has been a director or executive officer of the Corporation at any time since January 1, 2024, being the beginning of the Corporation's last completed financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has or has had any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Common Shares, each such Common Share carrying the right to one vote at the Meeting. As at May 13, 2025, the Corporation had 252,827,187 issued and outstanding Common Shares. Only Shareholders of record at the close of business (Toronto time) on May 12, 2025 (the "Record Date") who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting. Each Common Share confers the right to one vote in person or by proxy at all meetings of the Shareholders. The list of Shareholders entitled to vote at the Meeting is available for inspection during normal business hours at the offices of Odyssey Trust Company at Suite 702 – 67 Yonge Street, Toronto, Ontario M5E 1J8 and will be available at the Meeting.

Other than as set out below, to the knowledge of the directors and executive officers of the Corporation, there are no persons or companies who beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares:

Name and Municipality of Residence	Number of Common Shares	Percentage of Common Shares
Boroo Pte Ltd.	143,796,574	55.9%

As stated on SEDI as of May 13, 2025.

PARTICULARS OF MATTERS TO BE ACTED UPON

GENERAL

Unless otherwise directed, it is the intention of management's proxyholders to vote proxies in favour of the resolutions set forth herein. To pass, all ordinary resolutions require approval by a simple majority of the votes cast at the Meeting by Shareholders.

1. RECEIPT OF FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The consolidated financial statements of the Corporation for the financial year ended December 31, 2024 and the accompanying auditor's report thereon will be presented to the Shareholders at the Meeting. A copy of the consolidated financial statements has been mailed to each Shareholder who so requested as of the Record Date and it is also available under the Corporation's SEDAR+ profile at www.sedarplus.ca or on the Corporation's website

at www.steppegold.com.

2. ELECTION OF DIRECTORS

The number of directors to be elected at the Meeting has been fixed by the Board at seven and there are presently seven directors to be elected at the Meeting. The term of office of each of the present directors expires immediately prior to the election of directors at the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees and management proxyholders will vote FOR the election of these nominees, unless otherwise instructed on the proxy form. Management does not contemplate that any of these nominees will be unable to serve as a director and all proposed directors have confirmed their willingness to continue to serve as directors. Each director elected will hold office until the next annual general meeting of the Shareholders or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of Incorporation of the Corporation or the provisions of the Business Corporations Act (Ontario) (the “OBCA”).

The following table and notes thereto set out information as at May 13, 2025 on each person proposed to be nominated by management for election as a director.

Batjargal Zamba	Background
Residency: Ulaanbaatar, Mongolia	Dr. Zamba, a Mongolian citizen, is currently serving as a Science Advisor at the Information and Research Institute for Meteorology, Hydrology and Environment of Mongolia
Director since: August 31, 2017	Dr. Zamba was the Minister of the Environment of Mongolia from 1990 to 1996 and Director-General of the National Agency for Meteorology, Hydrology and Environmental Monitoring from 1996 to 2001 and Ambassador of Mongolia to Japan from 2001 to 2005. From 2005 to 2011, Dr. Batjargal was working in New York as the Representative of the UN specialized agency-World Meteorological Organization (WMO) to the United Nations and other UN organizations in North America. From 2011 to 2013 he was working as the Visiting Professor at the Inter universities Research Institute for Humanity and Nature (RIHN) in Kyoto, Japan.
Independent	Dr. Zamba was also serving as a Special Envoy on Climate Change (2015-2022) and as the advisor at the Office of the President of the United Nations Environmental assembly (UNEA) of UNEP in Ulaanbaatar (2014-2016).
	Dr. Zamba received a Doctorate on atmospheric modelling from the Russian State Hydrometeorological University in Saint Petersburg.
	Board and Committee Meeting Attendance (1)		Other Public Company Directorships
	Board	4/5	80%	-
	Audit	4/4	100%
	Securities Held
	Common Shares:	-
	Option Based Awards
	Number of securities underlying unexercised Options	Exercise Price	Expiration Date	Value of unexercised in-the-money Options
	-	-	-	-
2024 AGM Voting Results		Total Compensation in 2024(2)
Votes in favour: 92.56%		$18,000
Jargalan Sereenen	Background
---	---	---	---
Residency: Ulaanbaatar, Mongolia	Dr. Sereenen, a Mongolian citizen, is an outstanding geologist with over 30 years of experience in the resources sector including base and precious metals and other commodities.
Director since: August 23, 2019	Dr. Sereenen has been a Professor and the Head of the Mineral Exploration department at the School of Geology and Mining Engineering at the Mongolian National University of Science and Technology since 2011. Dr. Sereenen teaches ore geology and metallogeny to Bachelors, Masters and Doctorate students. Prior to 2011, Dr. Sereenen worked as an associate professor at the Mongolian University of Science and Technology.
Independent	Dr. Sereenen completed her graduate studies at the Tohoku University in Sendai, Japan in 2002. Dr. Sereenen received her master’s degree from Tohoku University in Sendai, Japan in 1999.
	Board and Committee Meeting Attendance (1)		Other Public Company Directorships
	Board Audit	5/5 4/4	100% -

Securities Held
Common Shares: -
Option Based Awards
Number of securities underlying unexercised Options	Exercise Price	Expiration Date	Value of unexercised in-the-money Options
-	-	-	-
2024 AGM Voting Results		Total Compensation in 2024 (2)
Votes in favour: 92.60%		$18,000
	Background
---	---	---	---
Bataa Tumur-Ochir	Mr. Tumur-Ochir, a Mongolian citizen, has a wealth of global experience in the mining and oil and gas industry. Mr. Tumur-Ochir is responsible for new business acquisitions, development and government and community relations. He is also responsible for daily operations in Mongolia.
Residency: Ulaanbaatar, Mongolia	Steppe Gold was awarded "The Investment of the Year Award" by the Ministry of Mining and Heavy Industry in 2019 and "The Mining Company of the Year" by the Mineral Resource and Petroleum Authority of Mongolia in 2020.
Director since: October 5, 2016	The Company's flagship project, "ATO Gold Mine" has been selected and received "The Development of the Year" award by Bloomberg Mongolia TV in 2021.
Non-Independent	In 2024, under Mr. Tumur-Ochir's leadership, Steppe Gold completed the acquisition of Boroo Gold LLC, which positioned the Company as one of Mongolia's largest gold producers. For this landmark transaction, the Company received the Merger and Acquisition of the Year award from Bloomberg Mongolia.
	Board and Committee Meeting Attendance(1)		Other Public Company Directorships
	Board	3/5	60%
	Securities Held
	Common Shares		8,619,332
	Convertible Debentures		$3,000,000
	Option Based Awards
	Number of securities underlying unexercised Options	Exercise Price	Expiration Date
	-	-	-
	2024 AGM Voting Results		Total Compensation in 2024(2)
	Votes in favour: 90.62%		$803,810
	Background
---	---	---	---
Marina Lerner	Ms. Lerner, a U.S. citizen, has operated a private tax accounting firm since 1986 and possesses an expertise in domestic and foreign tax planning, financial forensics, fraud prevention and dispute resolution.
Residency: Nassau County, New York	Ms. Lerner is a Certified Public Accountant, Certified Financial Forensic (AICPA), Certified Forensic Accountant Homeland Security Level V and a graduate of the American College of Forensic Examiners.
Director since: June 30, 2023	Ms. Lerner is a member of the American Institute of Certified Public Accountants, American College of Forensic Examiners, National Association of Certified Fraud Examiners, Institute of Business Appraisals, National Conference of CPA Practitioners, and National Association of Tax Preparers.
Independent	Ms. Lerner is the current chairperson of Children's Talent Development Fund, a not-for-profit charitable organization, former director and treasurer of the Russian Jewish Congress and acts as a pro-bono consultant for Ukrainian refugees. She is fluent in English, Ukrainian and Russian.
	Board and Committee Meeting Attendance(1)		Other Public Company Directorships
	Board	5/5	100%
	Audit	1/4	25%
	Securities Held
	Common Shares		8,000,000
	Option Based Awards
	Number of securities underlying unexercised Options	Exercise Price	Expiration Date
	-	-	-

2024 AGM Voting Results	Total Compensation in 2024(2)
Votes in favour: 98.79%	$18,000
Byambatseren
Tsogbadrakh	Background
Ms. Tsogbadrakh, a Mongolian citizen, is a founding member of the Steppe Gold team. She holds a master’s degree in finance, accounting, and corporate governance, and has professional certifications as a CPA and CPTA. Ms. Tsogbadrakh has over 15 years of experience in the financial sector and has held executive positions in the finance departments of publicly listed companies on the Australian and Canadian stock exchanges. Ms. Tsogbadrakh joined the Board of Directors of Steppe Gold in 2023, after being appointed as the Company’s President.
---	---
Residency:
Ulaanbaatar, Mongolia	Board and Committee Meeting Attendance(1)
	Board
Non-Independent	Securities Held
	Common Shares
	Option Based Awards
	Number of securities underlying unexercised Options
	-
	2024 AGM Voting Results
	Votes in favour: 95.36%
Tserenbadam
Dugeree	Background
Mr. Dugeree holds a bachelor’s and master’s degrees in law, finance, and accounting, with experience in mining, banking, and legal sectors. He was an executive in banking and finance from 2004 to 2015, led the Legal Department at Erdenet Mining Corporation SOE until 2019, and has been CEO of Boroo Gold LLC since 2021. From August 2024, he is also COO and a board member at Steppe Gold Ltd, and serves on the Banking Lawyers Association board and FRC Mongolia’s Monitoring Committee.
---	---
Residency:
Ulaanbaatar, Mongolia	Board and Committee Meeting Attendance(1)
	Board
Non-Independent	Securities Held
	Common Shares
	Option Based Awards
	Number of securities underlying unexercised Options
	-
	2024 AGM Voting Results
	Votes in favour: N/A
	*Mr. Dugeree has attended all board meetings held since his appointment on August 1, 2024.
Dulguun
Erdenebaatar	Background
Mr. Erdenebaatar was appointed as director of the Company, following the completion of the acquisition of Boroo Gold LLC. Over the past 10 years, he has specialized in metals and mining sector mergers and acquisitions, project development, and operational efficiency.
---	---
Residency: Singapore	Mr. Erdenebaatar holds an M.Sc. in Mega Project Management from Said Business School, Oxford University, UK.
Director since:
August 14, 2024	Board and Committee Meeting Attendance(1)
	Board
Independent	Securities Held
	Common Shares

Option Based Awards
Number of securities underlying unexercised Options	Exercise Price	Expiration Date	Value of unexercised in-the-money Options
-	-	-	-
2024 AGM Voting Results		Total Compensation in 2024(2)
Votes in favour: N/A		$61,592
*Mr. Erdenebaatar has attended one out of the two total board meetings held since his appointment on August 14, 2024.

(1) During the financial year ended December 31, 2024.
(2) Total compensation, above, is calculated by summing cash fees paid only.

Majority Voting Policy

On October 2, 2017, the Board adopted a majority voting policy (the “Majority Voting Policy”) with immediate effect. A copy of the Majority Voting Policy is available on the Corporation’s website at www.steppegold.com.

The Majority Voting Policy requires that any nominee for director who receives a greater number of votes “withheld” than “FOR” his or her election, in an uncontested election, shall immediately tender his or her resignation to the Chairperson of the Board for consideration by the Nominating and Corporate Governance Committee (the “NCGC”). The NCGC shall consider the resignation in accordance with the Majority Voting Policy and shall recommend to the Board whether or not it should be accepted. The Board shall act on the recommendations of the NCGC within 90 days following the Shareholders’ meeting and disclose its decision by way of press release. No director who, in accordance with the Majority Voting Policy, is required to tender his or her resignation shall participate in the NCGC’s deliberations or recommendation. However, such director shall remain active and engaged in all other Board and committee activities, deliberations and decisions during the NCGC process. If a resignation is accepted, the Board may, in accordance with the provisions of the OBCA, (i) leave the vacancy in the Board unfilled until the next annual meeting of Shareholders, (ii) fill the vacancy created by the resignation by appointing a new director whom the Board considers to merit the confidence of Shareholders, or (iii) call a special meeting of Shareholders to consider new Board nominee(s) to fill the vacant position(s).

Each of the current directors has agreed to abide by the provisions of the Majority Voting Policy and any subsequent candidate nominated by management will, as a condition of such nomination, be required to abide by the Majority Voting Policy. In the event that any director who received a majority of votes “withheld” does not tender his or her resignation in accordance with the Majority Voting Policy, he or she will not be re-nominated by the Board.

Corporate Cease Trade Orders or Bankruptcies

To the best of the Corporation’s knowledge, none of the nominees is, as at the date of this Circular, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company, including the Corporation, that: (i) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in any case that was in effect for more than 30 consecutive days (for the purposes of this paragraph, an “order”) that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Personal Bankruptcies

To the best of the Corporation’s knowledge, none of the nominees is, as at the date of this Circular, or has been within the 10 years before the date hereof, (i) a director or executive officer of any company, including the Corporation, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has 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 nominee.

Penalties and Sanctions

To the best of the Corporation’s knowledge, none of the nominees has been subject to: (i) 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; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

3. RE-APPOINTMENT OF AUDITOR

Kingston Ross Pasnak LLP (“KRP”) is the Corporation’s auditor and was first appointed as the auditor of the Corporation on October 15, 2021. KRP is independent with respect to Steppe in accordance with the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario. The re-appointment of KRP has been considered and approved by the Audit Committee and the Board. There were no “reportable events” between Steppe and KRP within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”).

The persons named in the accompanying form of proxy will, in the absence of specifications or instructions to withhold from voting on the form of proxy, vote “FOR” the re-appointment of KRP as the auditor of the Corporation, to hold office until the next annual meeting of Shareholders and to authorize the Board to fix such auditor’s remuneration.

Certain information regarding the Audit Committee that is required to be disclosed in accordance with National Instrument 52-110 – Audit Committees (“NI 52-110”) is contained in the current Annual Information Form dated March 31, 2025 and is incorporated by reference herein. The current Annual Information Form is available under the Corporation’s SEDAR+ profile at www.sedarplus.ca. The Annual Information Form is also available to Shareholders, free of charge, upon request at 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6, attention: Corporate Secretary, or by telephone at (647) 697 0577.

4. APPROVAL OF LONG-TERM INCENTIVE PLAN

Shareholders will be asked at the Meeting to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution approving the ratification and adoption of the Corporation’s long-term incentive plan (the “LTIP”). The full text of the LTIP is set out in Schedule “B” to this Circular.

The Board believes that the passing of the following resolution is in the best interest of the Corporation and recommends that Shareholders vote in favour of the resolution.

“BE IT RESOLVED as ordinary resolutions of the shareholders that:

The long-term incentive plan (the “LTIP”) of Steppe Gold Ltd. (the “Corporation”), as approved by the Corporation’s board of directors on October 2, 2017 and reflected in the copy of such LTIP attached as Schedule “B” to the management information circular of the Corporation dated May 13, 2025, be and hereby is ratified, approved and authorized.
The aggregate number of common shares in the capital of the Corporation (“Common Shares”) reserved and available for grant and issuance pursuant to Awards (as defined in the LTIP) under the LTIP, together with any other share-based compensation arrangement and subject to the terms of the LTIP (which exclude from the maximum issuable any awards granted as an employment inducement under Toronto Stock Exchange rules), shall not exceed 10% of the issued and outstanding Common Shares of the Corporation from time to time.
All unallocated entitlements under the LTIP be and hereby are approved.
The Corporation has the ability to continue granting awards under the LTIP until June 16, 2028, which is the date that is three years from the date of the shareholder meeting at which shareholder approval is being sought.

The board of directors of the Corporation (the “Board”) is hereby authorized to make such amendments to the LTIP from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the LTIP, the approval of the shareholders.
Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.”

The resolutions must be passed, with or without amendment, by not less than a majority of votes cast by Shareholders who vote in person or by proxy in respect of the resolutions at the Meeting. No Shareholders are excluded from voting in respect of the resolutions.

If the LTIP is not ratified and approved by Shareholders, the LTIP will terminate and the grants will be cancelled.

The Board unanimously recommends that shareholders vote FOR the resolutions to approve the LTIP. Unless instructed otherwise, the persons named in our form of proxy will vote FOR the resolutions to approve the LTIP.

5. OTHER BUSINESS

Management of the Corporation knows of no matters to come before the Meeting other than those referred to in the notice of Meeting accompanying this Circular. However, if any other matters properly come before the Meeting, it is the intention of the management proxyholders to vote on the same in accordance with their best judgment on such matters.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

The following describes the particulars of compensation for: (a) the CEO; (b) the CFO; (c) each of the three most highly compensated executive officers of the Corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and the CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (d) each individual who would be a named executive officer but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year (each a “Named Executive Officer” or “NEO”). For the financial year ended December 31, 2024, the Named Executive Officers of the Corporation were:

Bataa Tumur-Ochir, Chairman and Chief Executive Officer
Jeremy South, Senior Vice President and Chief Financial Officer
Byambatseren Tsogbadrakh, President
Tserenbadam Dugeree, Chief Operating Officer

Compensation Policy Objectives

The Corporation’s executive compensation program is designed to reward corporate and individual performance and motivate executives to achieve overall corporate goals.

The Corporation’s executive compensation program has the following objectives:

to attract, retain and motivate qualified executives;

to provide incentives to executives to maximize productivity and enhance enterprise value by aligning the interests of the executives with those of the Shareholders;
to foster teamwork and entrepreneurial spirit;
to establish a direct link between all elements of compensation and the performance of the Corporation and its subsidiaries, and individual performance;
to integrate compensation incentives with the development and successful execution of strategic and operating plans; and
to enhance Shareholder value.

The Compensation Committee of the Corporation is composed of Byambatseren Tsogbadrakh (Chair) and Jargalan Sereenen. Dr. Sereenen is considered independent for the purposes of National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”). In determining the appropriate level of compensation payable to Byambatseren Tsogbadrakh, the independent member of the Compensation Committee subjectively and quantitatively analyzes her performance using the same criteria for the Named Executive Officers. In addition, the independent member of the Compensation Committee reviews the Corporation’s overall performance, operational and financial results and the success of the Corporation’s business plan, and her contributions to that performance. As a whole, the members of the Compensation Committee have held senior executive and board positions with other publicly traded companies where they have had direct involvement in the development and implementation of compensation policies and practices for employees at all levels, including executive officers or otherwise have relevant experience. The Board believes that the Compensation Committee members possess all of the knowledge, experience and the profile needed in order to fulfill the mandate of the Compensation Committee.

The Compensation Committee was formed on October 2, 2017 and is responsible for making recommendations to the Board with respect to the compensation of the Corporation’s directors, Named Executive Officers and certain employees. The Compensation Committee will work in conjunction with the Chairman and CEO on the review and assessment of the performance of executive officers and other employees in accordance with the Corporation’s compensation practices. The Board will review the Compensation Committee’s recommendations to ensure that total compensation paid to all Named Executive Officers is fair and reasonable and is consistent with the Corporation’s compensation program.

The executive compensation program is comprised of fixed and variable elements of compensation, base salary, indirect compensation (benefits), discretionary bonus, and long-term equity-based incentives. In determining actual compensation levels, the Compensation Committee will consider the total compensation program, rather than any single element in isolation. Total compensation levels will be designed to reflect both the marketplace (to ensure competitiveness) and the responsibility of each position (to ensure internal equity). These elements of compensation, when combined, should form an appropriate mix of compensation, provide a competitive salary, link the majority of the executives’ compensation to corporate and individual performance (which induces and rewards behaviour that creates long-term value for Shareholders and other stakeholders), and encourage retention with time-based vesting attached to long-term equity-based incentives.

The compensation level of the Chairman and CEO is set out in his executive employment agreement and is designed to recognize his personal contributions and leadership. At the end of each fiscal year, the Compensation Committee evaluates the performance of the Chairman and CEO. Using both financial and non-financial measures, the Compensation Committee may recommend to the Board an increase to the CEO’s total compensation to levels that are consistent with corporate and individual performance.

Similarly, the Compensation Committee will review and ensure that the directors’ compensation packages are competitive in light of the responsibility and the time commitment required from directors. Based on such reviews, the Compensation Committee will make recommendations to the Board with respect to changes to executive compensation and director compensation.

Base Salaries

Base salaries for the executive officers are designed to be competitive and are adjusted for the realities of the market. Initial base salaries are determined through market comparables, formal job evaluation, commercially available salary survey data, experience level, leadership and management skills, responsibilities and proven or expected performance. The Compensation Committee, in consultation with the Chairperson, reviews the recommendations of the CEO and

recommends to the Board the base salaries for executive officers taking into consideration the individual’s performance, existing employment agreement, contributions to the success of the Corporation, and internal equities among positions. No specific weightings are assigned to each factor, instead a subjective determination is made based on a general assessment of the individual relative to such factors.

The Board and Compensation Committee intend to review executive compensation on an ongoing basis, with the expectation that salaries will be modified in consideration of market comparables, executive and corporate performance and the Corporation’s financial position.

Discretionary Bonus

A discretionary bonus is intended to provide incentives to executive officers to enhance the growth and development of the Corporation, to encourage and motivate executive officers to achieve short-term goals, and to reward individual contribution to the achievement of corporate objectives. The bonus can be based as a percentage of annual salary or a fixed dollar amount and is awarded at the discretion of the Board as recommended by the Compensation Committee.

Long-Term Incentives

On October 2, 2017, the Corporation adopted the LTIP, as last approved and ratified by the Shareholders at the annual and special meeting of the Corporation held on June 30, 2022, to facilitate granting of stock options (“Options”), Restricted Share Units (“RSUs”), Deferred Share Units (“DSUs”) and Performance Share Units (“PSUs”, and together with Options, DSUs and RSUs, “Awards”). The Corporation’s long-term equity portion of executive compensation is designed to align the interests of executive officers with that of Shareholders by encouraging equity ownership through awards of Options, DSUs, RSUs and PSUs, to motivate executives and other key employees to contribute to an increase in corporate performance and Shareholder value, and to attract talented individuals and encourage the retention of executive officers and other key employees by vesting Options, DSUs, RSUs and PSUs over a period of time. The LTIP is available under the Corporation’s SEDAR+ profile at www.sedarplus.ca.

Stock Options

The Corporation grants Options to its NEOs. Generally, the timing of the grant, and number of Common Shares made subject to the Option, is recommended by the Chairperson and the Chairman and CEO, reviewed and approved (or revised, if thought appropriate) by the Compensation Committee in consultation with the Chairperson, and implemented by a resolution of the Board. The review of proposed Option grants by the Compensation Committee and the implementation thereof by the Board (which is comprised of a majority of independent directors) provides the independent directors with significant input into such compensation decisions. Consideration in determining Option grants is given to, amongst other things, the total number of Options outstanding, the current and future expected contribution to the advancement of corporate objectives, the position of the individual, tenure and previous Option grants to selected individuals. No specific weightings are assigned to each factor, instead a subjective determination is made based on an assessment of the individual relative to such factors. Grants of Options also comprise a portion of the compensation package offered to attract and retain new directors and executive officers to the Corporation. Options granted by the Board are priced at the closing price of the Common Shares on the Toronto Stock Exchange (“TSX”) on the last trading day prior to the date of grant.

During the fiscal year ended December 31, 2024, there were no Options granted to the Named Executive Officers and no Options granted to other employees and consultants and no Options were outstanding.

Restricted Share Units

Under the LTIP, RSUs may be granted at the discretion of the Board as a bonus to executives, taking into account a number of factors, including the amount and term of RSUs previously granted, base salary and bonuses and competitive market factors. The Board establishes the vesting conditions for each grant at the time of grant, but if no specific conditions are set, the vesting date will be December 15th of the third calendar year following the grant date.

Upon vesting, each RSU entitles the RSU participant to receive, subject to adjustments as provided for in the LTIP, one Common Share or payment in cash for the equivalent thereof. For the purposes of the LTIP, the value of the RSU on vesting is the market price, being the closing volume-weighted average price of the Common Shares on the TSX

for the five trading days immediately preceding such vesting date, but if the Common Shares did not trade on such trading days, the market price shall be average of the bid and ask prices in respect of the Common Shares at the close of trading on such trading day. The LTIP contemplates various entitlements in the event of a change of control.

The Corporation has not granted any RSUs, DSUs or PSUs pursuant to the LTIP.

On August 21, 2020, the Corporation granted 1,957,500 RSUs to its executive officers and employees. In accordance with the plan, for participants that are not identified as management, 657,500 RSUs shall vest in four equal instalments on July 31 2020, July 31 2021, July 31 2022 and July 31 2023 and each RSU is exercisable into one Common Share at no additional cost. For participants identified as management, 1,300,000 RSUs shall vest in three equal instalments on July 31 2021, July 31 2022 and July 31 2023 and each RSU is exercisable into one Common Share at no additional cost.

Indirect Compensation

The primary benefits offered to the Named Executive Officers include participation in group health, dental, extended medical coverage and life insurance plans, including long-term disability, paid vacation and payment of any professional dues on the individual’s behalf, which benefits are generally available to all employees of the Corporation.

Pension Plan Benefits

The Corporation does not provide retirement benefits for directors, executive officers or employees.

Share Ownership Requirements

The Corporation has not imposed minimum share ownership requirements, in line with industry practices for similar companies of its size.

Risks Associated with Compensation Practices

As of the date of this Circular, the Corporation’s directors had not, collectively, considered the implications of any risks associated with the Corporation’s compensation policies applicable to its executive officers.

Financial Instruments

The Corporation’s securities trading policy, adopted October 2, 2017 (the “Securities Trading Policy”), restricts its representatives who are directors and officers of the Corporation from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by Insiders (as defined in the Securities Trading Policy). As of the date of this Circular, entitlement to grants of Awards under the Corporation’s LTIP are the only equity-based security elements awarded to executive officers and directors.

Summary Compensation Table

The table below is a summary of total compensation paid to the NEOs for each of the Corporation’s three most recently completed financial years ending December 31, 2024:

Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Share-based Awards (1)(2)(3) ($)	Option-based Awards (2) ($)	Non-Equity Incentive Plan Compensation		Pension Value ($)	All Other Compensation ($) (4)	Total Compensation ($)
					Annual Incentive Plans (2)	Long-term Incentive Plans
Bataa Tumur-Ochir	2024	288,810	-	-	-	-	-	515,000	803,810
President and	2023	279,500	538,884	-	-	-	-	375,000	1,193,384
Chief Executive Officer	2022	360,000	36,815	-	-	-	-	-	396,815
Jeremy South	2024	300,000	-	-	-	-	-	400,000	700,000
Senior Vice	2023	245,000	323,330	-	-	-	-	150,000	718,330
President and	2022	276,000	36,815	-	-	-	-	-	312,815
Chief Financial Officer
Byambatseren Tsogbadrakh	2024	189,313	-	-	-	-	-	100,000	289,313
President	2023	110,998	99,117	-	-	-	-	50,000	260,115
	2022	115,908	3,451	-	-	-	-	3,451	122,810
Tserenbadam Dugeree	2024	120,564	-	-	-	-	-	117,981	238,545
Chief Operating Officer	2023	-	-	-	-	-	-	-	-

(1) RSUs are granted with performance, share price and time vesting criteria. The valuation of RSUs reflects the value on the date of grant.
(2) Converted from Canadian dollars to United States dollars at the Bank of Canada daily US/Canadian dollar exchange rate on May 13, 2025 of 1.3969.
(3) On August 21, 2020, the Corporation granted 1,957,500 RSUs to its executive officers and employees. In accordance with the LTIP, for participants that are not identified as management, 657,500 RSUs shall vest in four equal instalments on July 31 2020, July 31, 2021, July 31, 2022 and July 31, 2023 and each RSU is exercisable into one Common Share at no additional cost. For participants identified as management, 1,300,000 RSUs shall vest in three equal instalments on July 31, 2021, July 31, 2022 and July 31, 2023 and each RSU is exercisable into one Common Share at no additional cost. On January 19, 2023, the Company granted 2,545,352 RSUs to its executive officers and employees, which vested immediately. Common Shares related to these RSUs were granted to the respective individuals on January 31, 2023.
(4) Bonuses paid under All Other Compensation represents the cash paid amount.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

For the year ended December 31, 2024, the following table sets forth the option-based and share-based awards granted to each Named Executive Officer.

	Option-Based Awards				Share-Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Bataa Tumur-Ochir	-	-	-	-	-	-	-
Jeremy South	-	-	-	-	-	-	-
Byambatseren Tsogbadrakh	-	-	-	-	-	-	-
Tserenbadam Dugeree	-	-	-	-	-	-	-

Value Vested or Earned During the Year

For the year ended December 31, 2024, the following table sets forth for each Named Executive Officer the value that would have been realized if the Option-based incentive plan Awards had been exercised on their vesting date, and the value earned under the non-equity incentive plan.

Name	Option-Based Awards – Value Vested During the Year ($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Bataa Tumur-Ochir	-	-	-
Jeremy South	-	-	-
Byambatseren Tsogbadrakh	-	-	-
Tserenbadam Dugeree	-	-	-

Employment Agreements

Of the NEOs, the Corporation currently has employment agreements in place with its Chairman and CEO, Chief Financial Officer, Chief Operating Officer and President. All of the executive employment agreements provide for base salary, discretionary bonuses and Option awards, as approved by the Board, paid vacation and enrolment in the Corporation's benefits plan, which benefits are generally available to all employees of the Corporation and provide payment on termination without just cause or in the event of change of control of the Corporation as described below.

Termination and Change of Control Benefits

"Change of Control" for the Corporation, for the purposes of this section, is defined in the Corporation's employment agreements, as "a transaction or series of transactions whereby directly or indirectly:

(a) any person or combination of persons obtains a sufficient number of securities of the Corporation to affect materially the control of the Corporation; for the purposes of the employment agreements, a person or combination of persons holding shares or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast 50% or more of the votes attaching to all shares of the Corporation which may be cast to elect directors of the Corporation, shall be deemed to be in a position to affect materially the control of the Corporation; or

(b) the Corporation shall consolidate or merge with or into, amalgamate with, or enter into a statutory arrangement with, any other person (other than a subsidiary of the Corporation) and, in connection therewith, which results in the holders of voting securities of that other person holding, in the aggregate, 50% or more of the votes attached to all outstanding voting shares of the entity resulting from the consolidation, merger, amalgamation, arrangement or other form of business combination; or

(c) there occurs a change in the composition of the Corporation's Board of Directors, which occurs at a single meeting, or a succession of meetings occurring within six months of each other, of the shareholders of the Corporation, whereby such individuals who were members of the Board of Directors immediately prior to such meeting or succession of meetings cease to constitute a majority of the Board of Directors without the Board of Directors, as constituted immediately prior to such meeting, approving of such change."

Bataa Tumur-Ochir, Chairman and Chief Executive Officer: Under the terms of his employment agreement, if within twelve months of a Change of Control, Mr. Tumur-Ochir's employment is terminated or he chooses to terminate his employment for good reason, Mr. Tumur-Ochir is entitled to receive a lump sum payment equal to three times the sum of (i) his base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years. In addition, Mr. Tumur-Ochir's group insurance benefit coverage, other than long and short-term disability, will continue until the earlier of twelve months following termination and the day he commences employment with another employer. In the event of the termination of Mr. Tumur-Ochir's employment without just cause either before or in the absence of a Change of Control or beyond a 12-month period following a Change of Control, Mr. Tumur-Ochir is entitled to receive a lump sum payment equal to two times of the sum of (i) his base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years.

Jeremy South, Chief Financial Officer: Under the terms of his employment agreement, if within twelve months of a Change of Control, Mr. South's employment is terminated or he chooses to terminate his employment for good reason, Mr. South is entitled to receive a lump sum payment equal to three times the sum of (i) his base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years. In addition, Mr. South's group insurance benefit coverage, other than long and short-term disability, will continue until the earlier of twelve months following termination and the day he commences employment with another employer. In the event of the termination of Mr. South's employment without just cause either before or in the absence of a Change of Control or beyond the 12-month period following a Change of Control, Mr. South is entitled to receive a lump sum payment equal to two times of the sum of (i) his base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years.

Byambatseren Tsogbadrakh, President, Director: Under the terms of her employment agreement, if within twelve months of a Change of Control, Ms. Tsogbardakh's employment is terminated or he chooses to terminate her employment for good reason, Ms. Tsogbardakh is entitled to receive a lump sum payment equal to three times the sum of (i) her base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years. In addition, Ms. Tsogbardakh group insurance benefit coverage, other than long and short-term disability, will continue until the earlier of twelve months following termination and the day he commences employment with another employer. In the event of the termination of Ms. Tsogbardakh's employment without just cause either before or in the absence of a Change of Control or beyond a 12-month period following a Change of Control, Ms. Tsogbardakh is entitled to receive a lump sum payment equal to two times of the sum of (i) her base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years.

Tserenbadam Dugeree, Chief Operating Officer: Under the terms of his employment agreement, if within twelve months of a Change of Control, Mr. Dugeree's employment is terminated or he chooses to terminate his employment for good reason, Mr. Dugeree is entitled to receive a lump sum payment equal to three times the sum of (i) his base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years. In addition, Mr. Dugeree's group insurance benefit coverage, other than long and short-term disability, will continue until the earlier of twelve months following termination and the day he commences employment with another employer. In the event of the termination of Mr. Dugeree's employment without just cause either before or in the absence of a Change of Control or beyond the 12-month period following a Change of Control, Mr. Dugeree is entitled to receive a lump sum payment equal to two times of the sum of (i) his base salary at the time of termination of employment, plus (ii) the average bonus paid to him for the previous two years.

The table below sets out the estimated incremental payments, payables and benefits due to each of the Named Executive Officers for termination without just cause and termination on a Change of Control, assuming termination on December 31, 2024:

Name	Triggering Event	Base Salary $	Value of Option-Based Awards if Exercised on Termination $	All Other Compensation $	Total $
Jeremy South	Change of Control	900,000	-	825,000	1,725,000
	Termination without just cause	600,000	-	550,000	1,150,000
Bataa Tumur-Ochir	Change of Control	1,080,000	-	1,335,000	2,415,000
	Termination without just cause	720,000	-	890,000	1,610,000
Byambatseren Tsogbadrakh	Change of Control	621,000	-	225,000	846,000
	Termination without just cause	414,000	-	150,000	564,000
Tserenbadam Dugeree	Change of Control	703,692	-	353,943	1,057,635
	Termination without just cause	469,128	-	235,962	705,090

Performance Graph

The following graph compares the yearly change in the cumulative total Shareholder return over the five most recently completed financial years, assuming a C$100 investment in the Common Shares on December 31, 2020, against the return of the S&P/TSX Composite Total Return Index, assuming the reinvestment of dividends, where applicable, for the comparable period.

	31-Dec-19	31-Dec-20	31-Dec-21	30-Dec-22	29-Dec-23	31-Dec-24
S&P/TSX Composite Index	$100	$102.17	$124.38	$113.61	$122.83	$144.92
STGO	$100	$278.89	$130.00	$124.44	$83.33	$67.78

The S&P/TSX Composite Index is an index of the stock prices of the largest companies on the TSX as measured by market capitalization. Stocks included in this index cover all sectors of the economy and the S&P/TSX Composite Index has traditionally been heavily weighted towards financial stocks. In addition, global commodity prices, world economic conditions, and general market conditions are significant factors affecting stock market performance, which are beyond the control of the Corporation's officers.

DIRECTORS COMPENSATION

Summary Compensation Table

The following table sets forth all compensation paid, awarded or earned by the non-executive directors of the Corporation during the year ended December 31, 2024.

Directors Compensation Table
Name	Fees Earned ($)	Share-Based Awards ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Batjargal Zamba	24,000	-	-	-	-	-	24,000
Patrick Michaels	14,000	-	-	-	-	-	14,000
Steve Haggarty	20,000	-	-	-	-	-	20,000
Jargalan Sereenen	24,000	-	-	-	-	-	24,000
Marina Lerner	24,000	-	-	-	-	-	24,000
Dulguun Erdenebaatar	10,000	-	-	-	-	-	10,000

The Board, on recommendation of the Compensation Committee, is responsible for determining director compensation. The objective in determining such director compensation is to ensure that the Corporation can attract and retain experienced and qualified individuals to serve as directors. The Corporation currently compensates its non-executive directors through the grant of incentive Options.

As of the date of this Circular, no Options have been granted to non-executive directors during the year ended December 31, 2024.

Incentive Plan Awards

Share-Based Awards, Option-Based Awards and Non-Equity Incentive Plan Compensation

There were no Option-based Awards outstanding for non-executive directors as of December 31, 2024.

Value Vested or Earned During the Year

There were no Option-based Awards that vested for non-executive directors in the year ended December 31, 2024.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding the Corporation’s equity compensation plans as of December 31, 2024, under which securities of the Corporation are authorized for issuance to directors, officers, employees and consultants of the Corporation and its affiliates:

Equity Compensation Plan Information

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (C$)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by Shareholders	-	-	25,282,719
Equity compensation plans not approved by Shareholders	-	-	-
Total	-	-	25,282,719

Burn Rate

Pursuant to section 613 of the TSX Company Manual, the following table sets out the burn rate under the Corporation’s LTIP, with the burn rate reflecting the number of securities granted under each plan as a percentage of the weighted average number of issued and outstanding Common Shares during the year:

	2022		2023		2024
	Issued	Burn Rate (%)	Issued	Burn Rate (%)	Issued	Burn Rate (%)
Options	-	-	-	-	-	-
RSUs	549,125	0.79	3,077,729	3.4	-	-
Total	549,125	0.79	3,077,729	3.4	-	-
Weighted I/O Common Shares	69,772,725		90,169,387		-

Long Term Incentive Plan

The Corporation adopted the LTIP to allow for a variety of equity-based Awards that provide different types of incentives to be granted to our directors, executive officers, employees and consultants. The LTIP facilitates the granting of Options, RSUs, DSUs and PSUs representing the right to receive one Common Share in accordance with the terms of the LTIP. The following discussion is qualified in its entirety by the text of the LTIP.

Under the terms of the LTIP, the Board, or if authorized by the Board, the Compensation Committee, may grant Awards to eligible participants, namely directors, employees and consultants of the Corporation. Financial assistance is not currently available under the LTIP. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the participant.

The LTIP provides that appropriate adjustments, if any, are made by the Board in connection with a reclassification, reorganization or other change in share capital, consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the LTIP.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our LTIP is $10\%$ of the aggregate number of Common Shares issued and outstanding from time to time. The LTIP places annual limits on the value of Awards that can be granted to non-executive directors. As at May 13, 2025, there were no outstanding Options, RSUs, DSUs or PSUs under the LTIP.

The Board shall establish the vesting terms of Options granted and the term during which such Options shall be exercisable, which shall commence on the date of the grant and shall terminate no later than ten years after the date of the granting of the Option or such shorter period as the Board may determine. The LTIP provides that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a black-out period. In such cases, the extended exercise period shall terminate ten business days after the last day of the blackout-period. The aggregate number of Common Shares (i) issued to Insiders (as defined in the LTIP), within any one-year period, and (ii) issuable to Insiders (as defined in the LTIP), at any time, pursuant to the LTIP, or when combined with all other Share Compensation Arrangements (as defined in the LTIP) of the Corporation, shall not exceed, in the aggregate, $10\%$ of the number of Common Shares then outstanding. The LTIP does not set out a maximum number of Common Shares that may be issued to an individual employee, however, subject to the terms contained in the LTIP, non-employee directors may only contribute up to a maximum of $100,000 worth of Options and $150,000 worth of securities.

In order to facilitate the payment of the exercise price of the Options, the LTIP has a cashless exercise feature pursuant to which a participant may elect to undertake a "cashless exercise" subject to the procedures set out in the LTIP, including the consent of the Board, where required. The exercise price per Common Share subject to any Option shall be determined by the Board at the time the Option is granted, but, in any event, shall not be less than the Market Price (as defined in the LTIP).

With respect to RSUs, the Board is authorized to determine the vesting conditions, which may include the passing of time, performance or other conditions. With respect to DSUs, DSUs will vest at the end of the restricted period

determined by the Board and set out in the participant's Award letter.

The following table describes the impact of certain events upon the rights of holders of Awards under the LTIP, other than directors, including termination for cause, termination other than for cause and death, subject to the terms of a participant's employment agreement:

Event	Treatment
Termination for cause	Immediate forfeiture of all vested and unvested Awards.
Termination other than for cause	Subject to the terms of the grant or as determined by the Board, upon a participant ceasing to be a participant other than for cause, all unvested Awards terminate and all other Awards are exercisable until the earlier of the original expiry date and 90 days after ceasing to be a participant.
Death	All unvested Options will vest and may be exercised within 12 months after death. A pro rata portion of any unvested RSUs or PSUs will vest, determined based on the portion of the restricted period or performance period that has passed since the date of the grant.

In the case of the retirement of a director, all Options and DSUs immediately vest and the Options remain exercisable to the end of their term or for 12 months, whichever occurs earlier.

If an employee participant is terminated without cause or resigns for good reason during the 12-month period following a Change of Control, or after the Board has adopted a resolution approving a Change of Control that is imminent, then any unvested Awards will immediately vest and may be exercised within 30 days of such date.

The Board may amend the LTIP or any Award at any time without the consent of a participant provided that such amendment shall (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP, (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX, and (iii) be subject to Shareholder approval, where required by law, the requirements of the TSX and the LTIP, provided however, that Shareholder approval shall not be required for the following amendments and the Board may make any changes, which may include but are not limited to:

amendments of a housekeeping nature;
the addition of or a change to the vesting provisions of any Award;
- a change to the termination provisions of an Award or the LTIP that does not entail an extension beyond the original expiry date; and
- the addition or amendment of a cashless exercise feature, payable in cash or securities that provides for a full deduction of the number of underlying Common Shares from the LTIP reserve.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the year ended December 31, 2024 (being the Corporation's last completed financial year), was any director, executive officer, employee, proposed management nominee for election as a director of the Corporation or any associate of any such director, executive officer, or proposed management nominee of the Corporation or any former director, executive officer or employee of the Corporation or any of its subsidiaries, indebted to the Corporation or any of its subsidiaries or indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, other than for routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as defined in NI 51-102), proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director of the Corporation has, since January 1, 2024 (being the commencement of the Corporation's last completed financial year), had any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Corporation or any of its subsidiaries.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices that are both in the interest of its Shareholders and contribute to effective and efficient decision making.

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and NP 58-201 establish corporate governance practices, guidelines and disclosure procedures that apply to all public companies. NI 58-101 requires issuers, such as the Corporation, to provide disclosure with respect to their corporate governance practices in accordance with Form 58-101F1 – Corporate Governance Disclosure, specific details of which are set out in “Matters to be Acted Upon – Election of Directors”, as generally supplemented below.

Board of Directors

NP 58-201 states that the board of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Corporation. “Material relationship” is defined as a relationship that could, in the view of the Corporation’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. Of the proposed directors, four are independent within the meaning of applicable securities legislation and three are not independent. The Board considers Dulguun Erdenebaatar, Batjargal Zamba, Jargalan Sereenen and Marina Lerner independent directors and that Bataa Tumur-Ochir, Byambatseren Tsogbadrakh and Tserenbadam Dugeree are not independent directors as they each serve as an executive officer of the Corporation. In making the foregoing determinations with respect to the independence of each of the Corporation’s individual directors, the circumstances of each director have been examined in relation to a number of factors, including a review of the resumés of the directors and the corporate relationships and other directorships held by each of them and their prior involvement (if any) with management of the Corporation.

The Chairman’s role includes reviewing items of importance for consideration by the directors and providing leadership to the directors in discharging their duties to the Corporation.

Meetings of Independent Directors

Each meeting of the Board includes an in camera meeting in the absence of management. Independent directors are also free to meet separately at any time or to require management to withdraw during certain discussions. Additionally, the Audit Committee is composed entirely of independent directors and may meet as often as deemed necessary.

Board and Committee Meetings

The Board generally meets a minimum of four times per year, at least every quarter. The independent directors regularly meet in camera, without management present, during each Board and committee meeting. The Audit Committee meets at least four times per year. The NCGC and Compensation Committee meet as deemed necessary. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs that the Corporation faces from time to time. During the financial year ended December 31, 2024, the Board held five meetings, the Audit Committee held four meetings, and the Compensation Committee and the NCGC did not meet during the period. See “Matters to be Acted Upon – Election of Directors” for a summary of the attendance record of each director at the board and committee meetings.

Board Mandate

The Board has adopted a Mandate of the Board of Directors (the “Mandate”), the full text of which is included as Schedule “A” to this Circular. A copy of the Mandate is also available on the Corporation’s website at www.steppegold.com.

Position Descriptions

The Board believes that its proposed composition, in which four of seven members are independent, is sufficient to ensure that the Board can function independently of management and does not consider it necessary to have any formal structures or procedures in place to ensure that it functions independent of management. The Board has adopted written positions descriptions for the Chairman and CEO. The role and responsibility of the chair of each Board committee is

set forth in the respective committee charters.

Orientation and Continuing Education

All new directors are provided with comprehensive information about Steppe and its subsidiaries. Directors have the opportunity to meet with senior management to obtain insight into the operations of Steppe and its subsidiaries. New directors are briefed on the Corporation’s current property holdings, ongoing exploration programs and mining operations, overall strategic plans, short, medium and long-term corporate objectives, financial status, general business risks and mitigation strategies, and existing company policies. Senior management also makes regular presentations to the Board at its meetings and all directors are encouraged to communicate directly with management and other staff. Directors are invited to tour the Corporation’s facilities in Mongolia and to meet with the on-site management team to familiarize themselves with the Corporation’s operations. This informal process is considered to be appropriate given the Corporation’s size, current level of operations, and the ongoing interaction amongst the directors.

The skills and knowledge of the Board as a whole are such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies, particularly in the natural resource sector and involving non-Canadian mineral properties. It is the Corporation’s view that all current members of the Board are well-versed and educated in the factors critical to the success of Steppe. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Corporation’s records. Reference is made to the table under the heading “Matters to be Acted Upon – Election of Directors” for a description of the current principal occupations of the members of the Board.

Ethical Business Conduct

The Board adopted a written Code of Business Conduct and Ethics (the “Code”) on October 2, 2017 for its directors, officers, employees and consultants, a copy of which is available on the Corporation’s website at www.steppegold.com. The NCGC is responsible for assisting the Board in dealing with conflict of interest issues as contemplated by the Code and reviewing and reassessing the adequacy of the Code annually and recommending changes to the Board.

The Code is intended to: promote honest and ethical conduct and manage conflicts that may arise; promote full, fair, accurate, timely and understandable disclosure to the public, including our periodic reports required to be filed with the Canadian securities regulatory authorities; promote compliance with applicable governmental rules and regulations; provide guidance to directors, officers and employees of the Corporation to help them recognize and deal with ethical issues; provide a mechanism to report unethical conduct; and help foster a culture of honesty and accountability.

The Board is also committed to best practices in making timely and accurate disclosure of all material information and providing fair and equal access to material information. The Board adopted a written Corporate Disclosure Policy and a Securities Trading Policy on October 2, 2017 to set guidelines for the Corporation and its directors, officers, employees and consultants in respect of satisfying the legal and ethical obligations related to the proper and effective disclosure of corporate information and the trading of securities with that information.

The Board adopted an Anti-Bribery and Anti-Corruption Policy on October 2, 2017 to provide a procedure to ensure that the Corporation, together with its directors, officers, employees, consultants and contractors, conducts its business in an honest and ethical manner reflecting the highest standards of integrity and in compliance with all relevant laws and regulations applicable to it and in compliance with anticorruption legislation applicable to the Corporation and its subsidiaries.

The Board adopted a Whistleblower Policy on October 2, 2017 to ensure that a confidential and anonymous process exists whereby persons can report any concerns related to compliance with all applicable laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other matters relating to fraud against stakeholders of the Corporation.

The Corporate Disclosure Policy, Securities Trading Policy, Anti-Bribery and Anti-Corruption Policy and

Whistleblower Policy are available on the Corporation’s website at www.steppegold.com.

Nomination of Directors

The NCGC is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the shareholders. See “Statement of Corporate Governance Practices — Nominating and Corporate Governance Committee”.

Specifically, the NCGC is responsible for:

Periodically reviewing the composition of the full Board and the various committees to determine whether additional Board or committee members with specific qualifications or areas of expertise are needed to further enhance the composition of the Board and committees and working with other Board members in attracting candidates with these qualifications.
Identifying and reviewing the qualifications of prospective nominees for director and recommending the slate of nominees for inclusion in the Corporation’s information circulars and presentations to Shareholders at annual meetings.
Identifying and recommending candidates qualified to become directors and, on an ongoing basis, maintaining a database of potential director candidates.
Recommending Board members for appointment to committees of the Board.

The Corporation adopted the Majority Voting Policy on October 2, 2017, whereby any nominee for election as a director who receives a greater number of votes “WITHHELD” than votes “FOR” must tender his or her resignation to the chair of the Board following the Shareholders’ meeting, to be effective upon acceptance by the Board. The Board will refer resignations to the NCGC who shall consider the offer of resignation and make a recommendation to the Board on whether or not to accept it. Unless exceptional circumstances warrant the continued service of the applicable director on the Board, the NCGC shall recommend acceptance of the resignation by the Board. The Board will determine whether or not to accept the resignation, after considering such resignation, and will accept the resignation absent exceptional circumstances. A director who tenders his or her resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or the NCGC at which the resignation is considered. Once the determination of the Board to accept or reject the director’s resignation has been made, the Corporation shall promptly announce the Board’s decision by press release.

The Majority Voting Policy is available on the Corporation’s website at www.steppegold.com.

Compensation Committee

The members of the Compensation Committee are Byambatseren Tsogbadrakh (Chair), and Jargalan Sereenen.

The Compensation Committee of the Board reviews the adequacy and form of compensation of directors and senior management as a whole and makes recommendations to the Board. See “Statement of Executive Compensation”.

Audit Committee

The members of the Audit Committee are Batjargal Zamba (Chair), Jargalan Sereenen and Marina Lerner.

The purpose of the Corporation’s Audit Committee is to provide assistance to the Board in fulfilling its responsibilities with respect to matters involving the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Corporation’s process for monitoring compliance with laws and regulations and the Code. A description of the Audit Committee’s responsibilities, the education and experience of its members, and a copy of the Corporation’s Audit Committee Charter is contained in the Corporation’s Annual Information Form for the fiscal year ended December 31, 2024, a copy of which is available on the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Based on information provided by each director, the Board has determined that all members of the Audit Committee are “financially literate” as that term is defined in NI 52-110.

Nominating and Corporate Governance Committee

The NCGC is a committee of the Board comprised of Marina Lerner (Chair), Byambatseren Tsogbadrakh and Batjargal Zamba. The responsibility of the NCGC is to monitor the of the Board, including the size, structure and membership of the Board and Board committees.

In particular, the role of the NCGC, subject to applicable laws and obligations and the Corporation’s constating documents, is to: develop and monitor the effectiveness of the Corporation’s system of corporate governance; establish procedures for the identification of new nominees to the Board and lead the candidate selection process; develop and implement orientation procedures for new directors; assess the effectiveness of directors, the Board and the various committees of the Board; ensure appropriate corporate governance and the proper delineation of the roles, duties and responsibilities of management, the Board and its committees; and assist the Board in setting the objectives for the CEO of the Corporation and evaluating CEO performance.

It is expected that the NCGC will meet at least once annually and as many times as is necessary to carry out its responsibilities.

Other Board Committees

The Board does not currently have any other committees than the Audit Committee, the Compensation Committee and the NCGC.

Assessments

The NCGC has implemented a process for assessing the effectiveness of the Board and its committees and for assessing the contribution of each of the Corporation’s directors.

The NCGC monitors the performance of the Board and its committees and considers whether the current mix of directors’ skills, expertise and experience is best suited to achieve the strategic goals of the Corporation and carrying out the mandate of the Board.

The Board believes that a broad range of skills and expertise is necessary for the Board to discharge its responsibilities. Specific skills and expertise must be considered in the context of integrity and good judgment, together with the ability to devote sufficient time to Board affairs. See “Statement of Corporate Governance Practices — Nomination of Directors — Nominating and Corporate Governance Committee”.

Term Limits

Steppe has not adopted director term limits. The Board does not believe that the tenure of a director is necessarily a predictor of director effectiveness. The NCGC assesses the effectiveness, contributions, competencies and skills of the individual directors and the Board as a whole with a view to identifying any gaps in skills and competencies considered most relevant for Board renewal considerations.

Diversity Policy

The Board recognizes that a diverse and talented workforce is a competitive advantage and the Corporation’s success is a result of the quality and skills of its people. To this end, the Board has adopted a diversity policy (the “Diversity Policy”).

The Corporation is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Corporation considers candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board. Any search firm engaged to assist the Board or a committee of the Board in identifying candidates for appointment to the Board is specifically directed to include diverse candidates generally, and multiple women candidates in particular.

The Corporation recognizes that it may be challenging for it to immediately identify a pool of qualified candidates

that fully reflects the diversity that the Corporation seeks to promote. The Corporation has therefore not adopted specific targets, but promotes its objectives through the initiatives set out in the Diversity Policy with a view to identifying and fostering the development of suitable candidates for nomination or appointment over time.

The Corporation’s Board currently includes three (42.9%) female members and includes several members from diverse national origins. In addition, the Corporation and its subsidiaries currently have one executive officers (20%) who is a woman, Byambatseren Tsogbadrakh, the President of the Corporation, however, many senior managers also have diverse backgrounds.

ADDITIONAL INFORMATION

Additional information regarding the Corporation and its business activities is available under the Corporation’s profile on the SEDAR+ website located at www.sedarplus.ca. The Corporation’s financial information is provided in the Corporation’s audited consolidated financial statements and related management’s discussion and analysis for its most recently completed financial year and may be viewed on the Corporation’s profile on the SEDAR+ website at www.sedarplus.ca and on the Corporation’s website at www.steppegold.com. Copies of the Corporation’s annual information form, consolidated financial statements and related management’s discussion and analysis are available upon request, free of charge to Shareholders, by contacting the Chief Financial Officer, at the Corporation’s principal office located at 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6.

SCHEDULE "A"
BOARD OF DIRECTORS MANDATE

The Board of Directors (the “Board”) of Steppe Gold Ltd. (the “Company”) is responsible for the stewardship of the business and affairs of the Company. The Board seeks to discharge this responsibility by reviewing, discussing and approving the Company’s strategic plans, annual budgets and significant decisions and transactions as well as by overseeing the senior officers of the Company in their management of its day-to-day business and affairs. The Board’s primary role is to oversee corporate performance and assure itself of the quality, integrity, depth and continuity of management so that the Company is able to successfully execute its strategic plans and complete its corporate objectives. The composition, responsibilities, and authority of the Board are set out in this Mandate.

This Mandate and the Articles of the Company and such other procedures, not inconsistent therewith, as the Board may adopt from time to time, shall govern the meetings and procedures of the Board.

Composition

1.1 The directors of the Company (“Directors”) should have a mix of competencies and skills necessary to enable the Board and Board committees to properly discharge their responsibilities.

1.2 The Nominating and Corporate Governance Committee will annually (and more frequently, if appropriate) recommend candidates to the Board for election or appointment as Directors, taking into account the Board’s conclusions with respect to the appropriate size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board Committees to properly discharge their responsibilities, and the competencies and skills of the current Board.

1.3 The Board approves the final choice of candidates.

1.4 The shareholders of the Company elect the Directors annually.

1.5 The Board has determined that a majority of the Directors will be “independent” as defined by applicable Canadian laws and regulations as well as the rules of relevant stock exchanges, all as set out in the Company’s Director Independence Policy.

1.6 The Board will appoint a Chair from among its members. If the Chair is not independent, the Board will designate one of the independent Directors as the Lead Director to facilitate the functioning of the Board independently of management of the Company. The Chair and, if appointed, the Lead Director, shall hold office at the pleasure of the Board until successors have been duly appointed or until the Chair or Lead Director, as applicable, resign, or are otherwise removed from office by the Board.

1.7 The Corporate Secretary of the Company, or the individual designated as fulfilling the function of Secretary of the Company, will be the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Board. In the absence of the Corporate Secretary at any meeting, the Board will appoint another person who may, but need not, be a Member to be the secretary of that meeting.

Responsibilities

2.1 The Board is responsible for supervising the management of and setting strategic direction for the business and affairs of the Company and its subsidiary entities (the “Group”).

2.2 In discharging their responsibilities, the Directors owe the following fiduciary duties to the Company:

(a) a duty of loyalty: they must act honestly and in good faith with a view to the best interests of the Company; and

(b) a duty of care: they must exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

2.3 In discharging their responsibilities, the Directors are entitled to rely on the honesty and integrity of the senior officers of the Company and the independent auditors and other professional advisers of the Company, subject to the Directors’ duty of care.

2.4 In discharging their responsibilities, the Directors are also entitled to directors’ and officers’ liability insurance purchased by the Company and indemnification from the Company to the fullest extent permitted by law and the constating documents of the Company.

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2.5 The Board has specifically recognized its responsibilities for:

(a) hiring a Chief Executive Officer (the “CEO”) and other senior officers who it believes will act with integrity and create a culture of ethical business conduct throughout the Group;

(b) adopting a strategic planning process and approving annually (or more frequently if appropriate) a strategic plan which takes into account, among other things, the opportunities and risks of the business of the Company;

(c) overseeing the identification of the principal risks of the business of the Company and overseeing the implementation of appropriate systems to manage these risks;

(d) overseeing the integrity of the internal control and management information systems of the Company;

(e) succession planning, including (with assistance from the CEO) appointing, training, monitoring and replacing the senior officers of the Company;

(f) ensuring that the Company operates at all times within applicable laws and regulations and to the highest ethical standards;

(g) approving and monitoring compliance with significant policies and procedures by which the Company is operated;

(h) developing strong corporate governance policies and procedures for the Company;

(i) ensuring the Company has in place a disclosure policy to enable the Company to communicate effectively with its shareholders, other stakeholders and the public generally and receive shareholder feedback;

(j) ensuring that the Company’s financial results are reported fairly and in accordance with generally accepted accounting standards; and

(k) ensuring the timely reporting of any other developments that have a significant and material impact on the value of the Company.

2.6 It is expected that each director must be able to devote sufficient time to discharge their responsibilities effectively. In order to facilitate this, the Board has adopted a policy limiting the number of boards considered appropriate for directors, having regard to whether they are independent directors or members of management. Specifically, in the case of the CEO, he shall not sit on more than two outside public company boards in addition to that of the Company, and in the case of a non-management director, he shall not sit on more than five outside public company boards in addition to that of the Company.

2.7 Directors are expected to attend Board meetings, meetings of Board committees of which they are members and, where practicable, the annual meeting of the shareholders of the Company. Directors are also expected to spend the time needed, and to meet as frequently as necessary, to discharge their responsibilities.

2.8 Directors are expected to comply with the Code of Business Conduct and Ethics of the Company and any related policies or codes duly approved dealing with business conduct and ethics.

Authority

3.1 The Board is authorized to carry out its responsibilities as set out in this Mandate.

3.2 The Board is authorized to retain, and to set and pay the compensation of independent legal counsel and other advisers if it considers this appropriate.

3.3 The Board is authorized to invite officers and employees of the Company and outsiders with relevant experience and expertise to attend or participate in its meetings and proceedings, if it considers this appropriate.

3.4 The Directors will have unrestricted access to the officers and employees of the Company. The Directors will use their judgment to ensure that any such contact is not disruptive to the operations of the Company and will, to the extent appropriate, advise the Chief Executive Officer of the Company of any direct communications between them and the officers and employees of the Company.

3.5 The Board and the Directors have unrestricted access to the advice and services of the Corporate Secretary

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and outside auditors and legal counsel.

3.6

The Board may delegate certain of its functions to Board committees, each of which may have its own charter or mandate. The following committees are currently constituted and are authorized to carry out the duties set out in their respective charters or mandates:

Board Committee	Charter or Mandate
Audit Committee	Audit Committee Charter
Compensation Committee	Compensation Committee Charter
Nominating and Corporate Governance Committee	Nominating and Corporate Governance Committee Charter

4. Delegation to Management

4.1 To assist the Directors in discharging their responsibilities, the Board expects management of the Company to:

(a) review and update annually (or more frequently if appropriate) the Company’s strategic plan, and report regularly to the Board on the implementation of the strategic plan in light of evolving conditions;

(b) prepare and present to the Board annually (or more frequently if appropriate) a business plan and budget, and report regularly to the Board on the Company’s performance against the business plan and budget;

(c) report regularly to the Board on the Company’s business and affairs and on any matters of material consequence for the Company and its shareholders;

(d) speak for the Company in its communications with shareholders and the public in accordance with the Company’s Disclosure Policy;

(e) comply with any additional expectations that are developed and communicated during the annual strategic planning and budgeting process and during regular Board and Board committee meetings; and

(f) consult the Board with respect to all matters which by law require Board approval and, specifically, as to those matters set out in any delegation of authority policy or other similar directive.

4.2 The Board expects the Chief Executive Officer to fulfill the mandate, duties and responsibilities as set out in the Chief Executive Officer Mandate.

5. Meetings and Proceedings

5.1 Board meetings and proceedings shall be carried out in accordance with the Company’s By-Law Number 1.

5.2 The Secretary or his delegate shall keep minutes of all meetings of the Board, including all resolutions passed by the Board. Minutes of meetings shall be distributed to the Directors after preliminary approval thereof by the Chair.

5.3 An individual who is not a Director may be invited to attend a meeting of the Board for all or part of the meeting.

5.4 The independent Directors shall meet regularly alone to facilitate full communication.

6. Self-Assessment

6.1 The Board shall, together with the Nominating and Corporate Governance Committee, at least annually, assess the Board’s effectiveness with a view to ensuring that the performance of the Board accords with best practices.

6.2 The Board shall annually review this Mandate and update it as required.

7. Responsibilities of Chair

7.1 The Chair shall provide leadership to the Board to enhance the Board’s effectiveness, including:

(a) ensuring that the responsibilities of the Board are well understood by both management and the Board and acting as a liaison between the Board and management to ensure that relationships between the Board and management are conducted in a professional and constructive manner;

(b) ensuring that the Board works as a cohesive team with open communication;

(c) ensuring that the resources available to the Board (in particular, timely and relevant information) are adequate to support its work;

(d) together with the Nominating and Corporate Governance Committee, ensuring that a process is in place by which the effectiveness of the Board and its committees (including size and composition) is assessed at least annually; and

(e) together with the Nominating and Corporate Governance Committee, ensuring that a process is in place by which the contribution of individual directors to the effectiveness of the Board is assessed at least annually.

7.2 The Chair is responsible for managing the Board, including:

(a) preparing the agenda of the Board meetings and ensuring pre-meeting material is distributed in a timely manner and is appropriate in terms of relevance, efficient format and detail;

(b) chairing all meetings of the Board in a manner that promotes meaningful discussion;

(c) adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings;

(d) ensuring meetings are appropriate in terms of frequency, length and content;

(e) ensuring that, where functions are delegated to appropriate committees, the functions are carried out and results are reported to the Board; and

(f) working with the Nominating and Corporate Governance Committee in approaching potential candidates once potential candidates are identified, to explore their interest in joining the board.

(g) fulfills the mandate and responsibilities as set out in the position description for the Chairman of the Board.

7.3 The Chair is responsible for chairing the meeting of shareholders of the Company, or delegating such duty to an appropriate member of the Board or Management.

7.4 The Chair is responsible for liaising with and, where appropriate, providing direction to the activities of the Corporate Secretary.

7.5 At the request of the Board, the Chair shall represent the Company to external groups such as shareholders and other stakeholders, including community groups and governments.

7.6 The Chair may delegate or share, where appropriate, certain of the above responsibilities with any independent committee of the Board.

Last approved: October 2, 2017
Approved by: Board of Directors

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SCHEDULE "B"

LONG TERM INCENTIVE PLAN

[See attached]

STEPPE GOLD

STEPPE GOLD LTD.

LONG TERM INCENTIVE PLAN

This Plan provides for the acquisition of Common Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees, directors and consultants of the Corporation and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by key employees, consultants and directors of the Corporation, it being generally recognized that such plans aid in attracting, retaining and encouraging employees, consultants and directors due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

(a) "Acceptable Equity Awards" means any Deferred Share Units or other equity awards that are granted to or taken by a non-employee director in place of cash fees, provided that the equity award granted has an initial value that is equal to the value of the cash fees given up in exchange therefor.

(b) "Act" means the Business Corporations Act (Ontario) or its successor, as amended from time to time.

(c) "Adjustment Factor" means the adjustment factor set out in the Award Letter for an award of Performance Share Units, if any.

(d) "Affiliate" means an affiliate within the meaning of the Securities Act.

(e) "Associate" means an associate within the meaning of the Securities Act.

(f) "Award" means an Option, Deferred Share Unit, Restricted Share Unit or Performance Share Unit granted under this Plan, as the case may be.

(g) "Award Letter" means in respect of:

(i) Options granted to a Participant, the notice of grant of Options delivered by the Corporation to the Optionee referenced in Section 3.3 hereof in respect of the applicable Options;

STEPPE GOLD

(ii) Deferred Share Units granted to a Director, the notice of grant of Deferred Share Units delivered by the Corporation to a Director referenced in Section 4.2 hereof in respect of the applicable Deferred Share Units;

(iii) Restricted Share Units granted to an Employee or Consultant, the notice of grant of Restricted Share Units delivered by the Corporation to an Employee or Consultant referenced in Section 5.2 hereof in respect of the applicable Restricted Share Units; and

(iv) Performance Share Units granted to an Employee, the notice of grant of Performance Share Units delivered by the Corporation to an Employee referenced in Section 6.2 hereof in respect of the applicable Performance Share Units,

provided that an Award Letter may be in electronic medium and may be limited to a notation on the books and records of the Corporation and, unless otherwise determined by the Board, an Award Letter is not required to be signed by a representative of the Corporation or by a Participant, but in any case, shall represent an agreement between the Corporation and the Participant for the issuance of Common Shares in the case of Options and Deferred Share Units.

(h) "Blackout Period" means the period during which designated directors, officers, employees and consultants of the Corporation cannot trade Common Shares under the insider trading policy of the Corporation which is then in effect and has not been otherwise waived by the Board at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or an Insider is subject).

(i) "Board" means the directors of the Corporation from time to time, or any committee of the directors to which the duties and authority of the directors under this Plan are delegated by a resolution of the Board.

(j) "Cashless Exercise Right" means the right of an Optionee at any time and from time to time during the term of an Option to surrender all or part of such Option to the Corporation in consideration of the payment to the Optionee of the In-the-Money Amount as provided in Section 3.5(b) of this Plan.

(k) "Cause" when used in relation to the termination of employment, includes any matter that would constitute lawful cause for dismissal from employment at common law and any matter included as "cause" or "Cause" in any employment agreement between the Corporation and the dismissed employee.

(l) "Change of Control" means the occurrence of any one or more of the following events:

(i) a consolidation, merger, amalgamation, arrangement or other reorganization, acquisition or restructuring (in this definition, each a "Reorganization") involving the Corporation and another Person, or a similar event or series of similar events as a result of which the holders of voting securities of the Corporation prior to the completion of the Reorganization hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation, the parent

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corporation of the Corporation or other Person (in this definition, each a "Successor Corporation") after completion of the Reorganization;

(ii) any Person or group of Persons acting jointly or in concert (in this definition the "Acquiror") directly or indirectly acquires, or acquires control (including, without limitation, the power to vote or direct the voting) of voting securities of the Corporation (in this definition an "Acquisition") which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and the Associates and Affiliates of the Acquiror to vote or direct the voting of 50% or more of the votes attached to all of the outstanding voting securities of the Corporation which may be voted to elect directors of the Corporation or any Successor Corporation (regardless of whether a meeting has been called to elect directors);

(iii) any Person or group of Persons acting jointly or in concert, other than the Corporation and the Board, succeeds in having a sufficient number of its nominees elected to the Board such that those nominees constitute the majority of the Board;

(iv) there is a public announcement of a transaction that would constitute a Change of Control under clause (i), (ii) or (iii) of this definition if completed and the Board determines that the Change of Control resulting from such transaction will be deemed to have occurred as of a specified date earlier than the date under clause (i), (ii) or (iii) as applicable;

(v) a resolution is adopted by the shareholders of the Corporation to wind up, dissolve or liquidate the Corporation; or

(vi) the Board adopts a resolution to the effect that a Change of Control has occurred or is imminent.

(m) "Code" means the United States Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder.

(n) "Common Shares" means the common shares which the Corporation is authorized to issue and includes any securities into which the common shares may be converted, reclassified, redesigned, subdivided, consolidated, exchanged or otherwise changed at any time.

(o) "Consultant" means a Person, other than a Director or Employee, that:

(i) is engaged to provide, on a bona fide basis, for an initial, renewable or extended period of 12 months or more, consulting, technical, management or other services to the Corporation other than services provided in relation to a distribution (within the meaning of the Securities Act);

(ii) provides the services under a written contract between the Corporation and the

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Person; and

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation.

(p) "Corporation" means Steppe Gold Ltd., a corporation incorporated under the Act, and includes any Affiliate or Subsidiary thereof where the context requires or allows and includes any successor to any of them.

(q) "Deferral Election Notice" means in respect of:

(i) Deferred Share Units, the notice delivered by a Director to the Corporation referenced in Section 4.4(a) hereof in a form acceptable to the Corporation in respect of the applicable Deferred Share Units;

(ii) Restricted Share Units, the notice delivered by a Participant referenced in Section 5.5 hereof in a form acceptable to the Corporation in respect of the applicable Restricted Share Units; and

(iii) Performance Share Units, the notice delivered by an Employee to the Corporation referenced in Section 6.5 hereof in a form acceptable to the Corporation in respect of the applicable Performance Share Units.

(r) "Deferred Payment Date" means in respect of:

(i) Deferred Share Units, the date after the Restricted Period to which the Director has elected to defer receipt of Common Shares, the Share Unit Amount, or any combination thereof in accordance with Sections 4.4 and 4.5 hereof in respect of the applicable Deferred Share Units;

(ii) Restricted Share Units, the date after the Vesting Date to which the Participant has elected to defer receipt of Common Shares, the Share Unit Amount, or any combination thereof in accordance with Sections 5.5 and 5.6 hereof in respect of the applicable Restricted Share Units provided that in no case shall the Deferred Payment Date be later than the applicable Expiry Date; and

(iii) Performance Share Units, the date after the Vesting Date to which the Employee has elected to defer receipt of Common Shares, the Share Unit Amount, or any combination thereof in accordance with Sections 6.5 and 6.6 hereof in respect of the applicable Performance Share Units provided that in no case shall the Deferred Payment Date be later than the applicable Expiry Date.

(s) "Director" means a director of the Corporation from time to time and, after the death of the Director, includes the legal heirs and personal representatives of the Director.

(t) "Deferred Share Unit" means the unfunded and unsecured right granted to a Director to receive upon redemption, as set out in this Plan, a Common Share or, at the election of the Director and subject to the consent of the Corporation, the Share Unit Amount, in

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accordance with the provisions of this Plan, based on the provisions of the applicable Award Letter and includes any related Dividend Deferred Share Units.

(u) "Dividend Deferred Share Unit" means the additional Deferred Share Units to be credited to the Incentive Account of a Director as provided in Section 4.3 hereof.

(v) "Dividend Performance Share Units" means the additional Performance Share Units to be credited to the Incentive Account of an Employee as provided in Section 6.3 hereof.

(w) "Dividend Restricted Share Units" means the additional Restricted Share Units to be credited to the Incentive Account of an Employee or Consultant as provided in Section 5.3 hereof.

(x) "Employee" means an employee of the Corporation and, after the death of the employee, includes the legal heirs and personal representatives of such employee.

(y) "Employment Agreement" means, as applicable, an employment agreement between an Employee and the Corporation.

(z) "Exchange" means the Toronto Stock Exchange or any other stock exchange on which the Common Shares are then listed and traded.

(aa) "Expiry Date" means the expiry date set out in the Award Letter for the applicable Restricted Share Units or applicable Performance Share Units, which date may not extend beyond December 15 of the third year following the year of the Grant Date of such Restricted Share Units or Performance Share Units, respectively.

(bb) "Good Reason" means, except as may otherwise be provided in an applicable Award Letter or an Employment Agreement, any of the following events or occurrences at any time following a Change of Control:

(i) a substantial diminution in the authority, duty, responsibility or status (including office, title and reporting requirement of the Employee) from those in effect immediately prior to the Change of Control;

(ii) the Corporation requires the Employee to be based at a location in excess of 50 kilometers from the location of the principal job location or office of the Employee immediately prior to the Change of Control, except for required travel on Corporation business to an extent substantially consistent with the business obligations of the Employee immediately prior to the Change of Control;

(iii) a material reduction in the base salary or a material change in the manner in which the compensation is calculated under any incentive compensation plan of the Corporation in effect immediately prior to the Change of Control; or

(iv) the failure of the Corporation to continue in effect the participation of the Employee in any incentive compensation plan or in any employee benefit and

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retirement plan, policy or practice of the Corporation at a level substantially similar or superior to and on a basis consistent with the relative levels of participation of other similarly-positioned employees, as existed immediately prior to the Change of Control,

provided that termination of employment by the Employee for one of the reasons set forth in clause (i), (ii), (iii) or (iv) of this definition will not be deemed to be for Good Reason unless, within the 30-day period immediately following the Employee's knowledge of the occurrence of such Good Reason event, the Employee has given written notice to the Corporation of the event relied on for such termination and the Corporation has not remedied such event within 30 days (in this definition the "Cure Period") of the receipt of such notice and within 30 days thereafter, the Employee actually terminates his or her employment. For the avoidance of doubt, the Employee's employment will not be deemed to terminate for Good Reason unless and until the Cure Period has expired and, if curable, the Corporation has not remedied the applicable Good Reason event and the Corporation and the Employee may mutually waive in writing any of the foregoing provisions with respect to an event that otherwise would constitute Good Reason.

(cc) "Grant Date" means, for any Award, the date specified by the Board on which the Award will become effective, which date shall not be earlier than the date on which the Board approves the granting of the Award.

(dd) "Grant Term" has the meaning set out in the Award Letter for the applicable Share Units.

(ee) "In-The-Money Amount" means the amount calculated as the In-the-Money- Amount in Section 1.1(jj) of this Plan in respect of the applicable Options.

(ff) "Incentive Account" means the notional account maintained for each Participant to whom Awards have been granted and credited as provided in Section 2.3 of this Plan.

(gg) "Insider" of the Corporation means a "reporting insider" of the Corporation that is subject to insider reporting requirements pursuant to National Instrument 55-104 – Insider Reporting Requirements and Exemptions, as amended from time to time, and any Associate or Affiliate of such reporting insider.

(hh) "Market Price" means the closing price of the Common Shares on the Exchange on the trading day immediately preceding the date of the grant of the Option or on the day immediately preceding the relevant date, as the case may be.

(ii) "Net Number of Shares" means in respect of Options in relation to which the Optionee has exercised the Cashless Exercise Right pursuant to Section 3.5(b) of this Plan, the number of Common Shares calculated in accordance with the following formula:

$$
\text{Net Number of Shares} = \frac{\text{In-The-Money Amount} \times \text{MP}}{\text{Share}}
$$

Where:

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In-The-Money
Amount is equal to
(A x MP) - (A x EP), where

A is
the total number of Common Shares in respect of which the
Optionee has surrendered Options pursuant to the Cashless
Exercise Right

MP is
the Market Price

EP is
the exercise price per Common Share of the Options surrendered

(jj)
"Option" means a non-assignable, non-transferable (other than as contemplated in Section
10.1 of this Plan) option granted under this Plan.

(kk)
"Option Exercise Notice" means a notice referenced in Section 3.5(a) of this Plan which is
in a form acceptable to the Corporation.

(ll)
"Option Period" means the period during which the applicable Option may be exercised.

(mm)
"Optionee" means a Participant to whom an Option has been granted under this Plan and,
after the Permanent Disability or death of the Optionee, includes the legal heirs and
personal representatives of the Optionee.

(nn)
"Participant" means each Director, Employee and Consultant to whom Awards may be
granted under this Plan.

(oo)
"Performance Metrics" means the measurable performance objectives established
pursuant to this Plan for Employees who have received grants of Performance Share Units
which may be described in terms of Corporation-wide objectives or objectives that are
related to the performance of the individual Employee, may be made relative to the
performance of other companies and may be made relative to an index or one or more of
the performance objectives themselves and may be based on one or more, or a combination
of such metrics, as are determined by the Board at the time of grant and when establishing
Performance Metrics, the Board may exclude any or all "extraordinary items" as determined
under applicable accounting standards and may provide that the Performance Metrics will
be adjusted to reflect events occurring during the Performance Period that affect the
applicable Performance Metric.

(pp)
"Performance Peers" means the companies approved by the Board from time to time for
the determination of the relative total shareholder return, if any.

(qq)
"Performance Period" means, with respect to a grant of Performance Share Units, the
period of time established by the Board in accordance with Section 6.1 of this Plan within
which the Performance Metrics for such Performance Share Units are to be achieved and
which are set out in the Award Letter for the Performance Share Units.

(rr)
"Performance Share Unit" means the unsecured and unfunded right granted to an
Employee to receive, upon redemption thereof, as set out in this Plan, at the election of the

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Corporation either a Common Share or the Share Unit Amount in accordance with Section 6.6 of this Plan, based on the achievement of the Performance Metrics set out in the Award Letter for the applicable Performance Share Units and includes any related Dividend Performance Share Units.

(ss) "Permanent Disability" means, except as may be otherwise provided in the applicable Award Letter or Employment Agreement, in the case of:

(i) a Director, the Director has been unable to fulfil the obligations of being a director of the Corporation for a period of 180 days in the aggregate in any 12-month period while the Director is a director of the Corporation because of ill health, physical or mental disability, or for similar causes beyond the control of the Director; and

(ii) an Employee, except as may be otherwise provided in the applicable Grant Letter or an Employment Agreement, the Employee has been unable to perform the duties of the Employee on a full-time basis for a period of 180 days in the aggregate in any 12-month period while the Employee is an employee of the Corporation because of ill health, physical or mental disability, or for similar causes beyond the control of the Employee.

(tt) "Person" means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

(uu) "Plan" means this long-term incentive plan, as amended from time to time.

(vv) "Redemption Date" means for a Participant:

(i) other than with respect to a U.S. Participant, (A) in the case of Deferred Share Units, the earliest of (I) the date on which the Deferred Share Units will be redeemed if the Director has not delivered a Deferred Election Notice in respect thereof, (II) the Deferred Payment Date in respect thereof if the Director has delivered a Deferral Election Notice, and (III) the date of the Retirement of the Director or the date of a Change of Control, (B) in the case of Restricted Share Units, the later of (I) the Vesting Date therefor and (II) the Deferred Payment Date in respect thereof if the Participant has delivered a Deferral Election Notice, and (C) in the case of Performance Share Units, the later of (I) the Vesting Date therefor and (II) the Deferred Payment Date in respect thereof if the Employee has delivered a Deferral Election Notice, subject in each case to the provisions of Article 7 and Article 8 thereof; and

(ii) who is a U.S. Participant, (A) in the case of Deferred Share Units, the date determined in accordance in Section 8.5 of this Plan, and (B) in the case of Restricted Share Units or Performance Share Units, the date determined in accordance with Section 8.6 of this Plan.

(ww) "Redemption Notice" means:

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(i) in respect of Deferred Share Units, a notice referenced in Section 4.5 hereof in a form acceptable to the Corporation in respect of the applicable Deferred Share Units;

(ii) in respect of Restricted Share Units, a notice referenced in Section 5.5 hereof in a form acceptable to the Corporation in respect of the applicable Restricted Share Units; and

(iii) in respect of Performance Share Units, a notice referenced in Section 6.6 hereof in a form acceptable to the Corporation in respect of the applicable Performance Share Units.

(xx) "Regulatory Approval" means the approval of the Exchange, and any other securities regulatory authority that may have lawful jurisdiction over this Plan and any Option, Deferred Share Unit, Restricted Share Unit or Performance Share Unit granted hereunder.

(yy) "Restricted Period" means in the case of:

(i) Deferred Share Units, any period of time during which the applicable Deferred Share Unit is not redeemable and the Director holding such Deferred Share Unit remains ineligible to receive Common Shares as determined by the Board in its sole and absolute discretion at the time of grant and as provided in the applicable Award Letter, provided that such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Board;

(ii) Restricted Share Units, any period of time during which the applicable Restricted Share Unit is not redeemable and the Participant holding such Restricted Share Unit remains ineligible to receive Common Shares as determined by the Board in its sole and absolute discretion at the time of grant and as provided in the applicable Award Letter, provided that such period of time may be reduced or eliminated from time to time or at any time and for any reason as determined by the Board; and

(iii) Performance Share Units, any period of time during which the applicable Performance Share Unit is not redeemable and the Employee holding such Performance Share Unit remains ineligible to receive Common Shares as determined by the Board in the sole and absolute discretion of the Board at the time of the grant and as provided in the Applicable Award Letter, provided that such period of time may be reduced as eliminated from time to time or at any time and for such reason as determined by the Board,

subject in each case to the provisions of Article 7 and Article 8 hereof.

(zz) "Restricted Share Unit" means the unsecured and unfunded right granted to an Employee or Consultant to receive upon redemption, as set out in this Plan, at the election of the Corporation either a Common Share or the Share Unit Amount in accordance with Section 5.6 of this Plan, based on the provisions of the applicable Award Letter for the Restricted Share Units, and includes any related Dividend Restricted Share Units.

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(aaa) "Retirement" means, in respect of a Director, the Director ceasing to be a Director.

(bbb) "Retirement Date" means the date that a Participant ceases to be a Director by virtue of Retirement.

(ccc) "Securities Act" means the Securities Act (Ontario), as amended from time to time.

(ddd) "Share Compensation Arrangement" means this Plan and any other security based compensation arrangement (as defined in the TSX Company Manual) implemented by the Corporation including stock options, other stock option plans, employee stock purchase plans, share distribution plans, stock appreciation rights, restricted share unit plans or any other compensation or incentive mechanism involving the issue or potential issue of Common Shares.

(eee) "Share Unit" means a Deferred Share Unit, a Restricted Share Unit or a Performance Share Unit, as the case may be.

(fff) "Share Unit Account" means, in respect of:

(i) Directors, the account referenced in Section 2.3(b) hereof to which Options and Deferred Share Units granted to the Director are credited;

(ii) Employees, the account referenced in Section 2.3(b) hereof to which Options, Restricted Share Units and Performance Share Units granted to the Employee are credited; and

(iii) Consultants, the account referenced in Section 2.3(b) hereof to which Options or Restricted Share Units granted to the Consultants are credited.

(ggg) "Share Unit Amount" means, in the case of:

(i) Deferred Share Units, the dollar amount calculated by multiplying the number of Deferred Share Units being redeemed by the Market Price of the Common Shares minus the Tax Obligation;

(ii) Restricted Share Units, the dollar amount calculated by multiplying the number of Restricted Share Units being redeemed by the Market Price of the Common Shares minus the Tax Obligation; and

(iii) Performance Share Units, the dollar amount calculated by multiplying the number of Performance Share Units being redeemed by the Market Price of the Common Shares minus the Tax Obligation.

(hhh) "Subsidiary" means a subsidiary within the meaning of the Securities Act.

(iii) "Tax Act" means the Income Tax Act (Canada), as amended from time to time.

(jjj) "Tax Obligation" means all income taxes and other statutory amounts required to be withheld, or remitted, by the Corporation in respect of the exercise of the Option or in

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respect of the redemption of the Share Units which has caused the withholding or remittance obligation of the Corporation.

(kkk) "Termination" means in the case of an Employee, the termination of the employment of the Employee with or without Cause by the Corporation or the cessation of the employment of the Employee with the Corporation as a result of resignation or otherwise other than as a result of the Permanent Disability or death of the Employee.

(III) "Termination Date" means the date a Participant ceases to be a Participant and does not include any period of statutory, contractual or reasonable notice of termination of employment or any period of salary continuance or deemed employment.

(mmm) "U.S. Participant" means any Participant who is a United States citizen or United States resident alien as defined for the purposes of Code Section 7701(b)(1)(A) or other Participant for whom the compensation under this Plan would be subject to income tax under the Code.

(nnn) "Vested Deferred Share Units" means Deferred Share Units which have vested in accordance with Section 4.4 or 4.6 or Article 7 thereof.

(ooo) "Vested Restricted Share Unit" means Restricted Share Units which have vested in accordance with Section 5.4 or Article 7 thereof.

(ppp) "Vested Performance Share Unit" means Performance Share Units which have vested in accordance with Section 6.4 or Article 7 thereof.

(qqq) "Vested Share Unit" means a Vested Deferred Share Unit, a Vested Restricted Share Unit or a Vested Performance Share Unit, as the case may be.

(rrr) "Vesting Date" means (i) in respect of Restricted Share Units, the date on which all of the conditions set out in the Award Letter for the applicable Restricted Share Units required to be fulfilled prior to a Participant being eligible to redeem such Restricted Share Units have been fulfilled as referenced in Section 5.4 thereof, and (ii) in respect of Performance Share Units, the date on which all of the Performance Metrics set out in the Award Letter for the applicable Performance Share Units required to be achieved prior to the vesting of such Performance Share Units have been achieved as referenced in Section 6.4 thereof.

1.2 Headings

The headings of all articles, sections, and paragraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.

1.3 Context, Construction

Whenever the singular or masculine are used in this Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

1.4 References to this Plan

The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean

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or refer to this Plan as a whole and not to any particular article, section, subsection, paragraph or other part thereof.

1.5 Canadian Funds

Unless otherwise specifically provided, all references to dollar amounts in this Plan are references to lawful money of Canada.

1.6 Governing Law

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

ARTICLE 2 ADMINISTRATION OF THIS PLAN

2.1 Administration of this Plan

This Plan shall be administered by the Board and the Board shall have full authority to administer this Plan including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board may deem necessary or desirable in order to comply with the requirements of this Plan. The Board may make all other determinations, settle all controversies and disputes that may arise under this Plan or any Award Letter and take all other actions necessary or advisable for the implementation and administration of this Plan. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Board shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Plan and all members of the Board shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of, and paid by, the Corporation.

2.2 Delegation of Administration

(a) All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors composed of not less than three Directors, all of whom are independent as defined in National Instrument 52-110 – Audit Committees, as amended from time to time.

(b) The day-to-day administration of this Plan may be delegated to such officers and employees of the Corporation as the Board determines. The Board may employ attorneys, consultants, accountants, agents and other individuals, any of whom may

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be an Employee, and the Board and the Corporation and its officers are entitled to rely upon the advice, opinion or valuation of any such Person. To the extent applicable, this Plan will be administered with respect to U.S. Participants so as to avoid the application of penalties pursuant to Section 409A (as defined in Article 8 hereof), and Awards granted hereunder may be subject to such restrictions as the Board determines are necessary to comply with or to be exempt from the application of Section 409A.

2.3 Incentive Account

The Corporation shall maintain a register of accounts for each Participant in which shall be recorded:

(a) the name and address of each Participant who has been granted an Award under this Plan;

(b) the number of Options, Deferred Share Units, Restricted Share Units and Performance Share Units granted to each Participant who has been granted an Award under this Plan; and

(c) the number of Common Shares issued to each Participant who has been granted an Award under this Plan as a result of the exercise of Options or the redemption of Deferred Share Units, Restricted Share Units or Performance Share Units.

2.4 Determination of Participants and Participation

(a) The Board shall from time to time determine the Participants who may participate in this Plan and to whom Awards shall be granted, the provisions and restrictions with respect to such grant, the time or times when each Award vests and becomes exercisable or redeemable and any restrictions, limitations or performance requirements imposed on the Award, all such determinations to be made in accordance with the terms and conditions of this Plan. The Board may take into consideration the present and potential contributions of, and the services rendered by, the particular Participant to the success of the Corporation and any other factors which the Board deems appropriate and relevant. The Board may require that a Participant who is subject to the taxation laws of a country other than Canada obtain independent legal advice and/or enter into a tax indemnity agreement with the Corporation prior to receiving a grant of an Award.

(b) Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer this Plan. Each Participant acknowledges that information required by the Corporation in order to administer this Plan may be disclosed to any custodian appointed in respect of this Plan and other third parties, and may be disclosed to such Persons (including Persons located in jurisdictions other than the Participant's jurisdiction of residence), regarding the administration of this Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on behalf of the Participant.

2.5 Maximum Number of Shares

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(a) The maximum number of Common Shares issuable pursuant to:

(i) Options shall be determined from time to time by the Board, provided that the number shall not exceed 10% of the number of Common Shares then outstanding; and

(ii) Share Units shall be determined from time to time by the Board, provided that the number shall not exceed 5% of the number of Common Shares then outstanding,

in each case subject to adjustment in accordance with the provisions of Article 9 of this Plan, and the maximum number of Common Shares issuable pursuant to Awards and all other Share Compensation Arrangements of the Corporation shall be determined from time to time by the Board, provided that such number shall not exceed in the aggregate 10% of the number of Common Shares then outstanding, subject to adjustment pursuant to Article 9 of this Plan, and further provided that if any Options granted under this Plan are cancelled or terminated in accordance with the provisions of this Plan without being exercised or any Share Units granted under this Plan are cancelled, surrendered or terminated in accordance with the provisions of this Plan without being redeemed, then the Common Shares subject to those Options or Share Units will again become available to be granted under this Plan and under other Share Compensation Arrangements. Upon the exercise by an Optionee of the Cashless Exercise Right, the number of Common Shares actually issued pursuant to Section 3.5 of this Plan shall be deducted from the aggregate number of Common Shares available for issue under this Plan and all other Share Compensation Arrangements pursuant to Section 2.5 thereof.

(b) The aggregate number of Common Shares (i) issued to Insiders, within any one-year period, and (ii) issuable to Insiders, at any time, pursuant to this Plan, or when combined with all other Share Compensation Arrangements of the Corporation, shall not exceed in the aggregate 10% of the number of Common Shares then outstanding.

(c) Subject to Section 2.5(d) hereof, the aggregate number of securities granted under all Share Compensation Arrangements to any one non-employee Director in respect of any one-year period shall not exceed a maximum value of:

(i) in the case of Options, $100,000 worth of Options; and

(ii) in the case of all securities granted under all Share Compensation Arrangements, $150,000 worth of securities.

(d) For the purposes of Section 2.5(c) hereof, the aggregate number of securities granted under all Share Compensation Arrangements shall be calculated without reference to securities granted that are Acceptable Equity Awards.

(e) The value of Options or other securities granted under Share Compensation Arrangements shall be determined using a generally accepted valuation method determined by the Board.

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(f) For purposes of this Section 2.5, the number of Common Shares then outstanding shall mean the number of Common Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Award.

2.6 Taxes and Other Source Deductions

For certainty and notwithstanding any other provision of this Plan, the Corporation may take such steps as it considers necessary or appropriate for the deduction or withholding of any income taxes or other amounts which the Corporation is required by any law, or regulation of any governmental authority whatsoever, to deduct or withhold in connection with any amount payable or Common Shares issuable pursuant to this Plan, including, without limiting the generality of the foregoing, (a) withholding all or any portion of any amount otherwise payable to a Participant, (b) the suspension of the issue of Common Shares to be issued under this Plan until such time as the Participant has paid to the Corporation an amount equal to any amount which the Corporation is required to deduct or withhold by law with respect to such taxes or other amounts, and (c) withholding and causing to be sold, by it as an agent on behalf of the Participant, such number of Common Shares as it determines to be necessary to satisfy the withholding obligation. By participating in this Plan, the Participant consents to such sale and authorizes the Corporation to effect the sale of such Common Shares on behalf of the Participant and to remit the appropriate amount to the applicable governmental authorities. The Corporation shall not be responsible for obtaining any particular price for the Common Shares nor shall the Corporation be required to issue any Common Shares under this Plan unless the Participant has made suitable arrangements with the Corporation to fund any withholding obligation.

2.7 Forfeiture and Repayment

Notwithstanding any other provision of this Plan, Awards granted under this Plan shall be subject to any policy of the Corporation relating to the forfeiture, repayment or recoupment of any Award or any gain related to an Award and any Award Letter may have provisions relating to the forfeiture, repayment or recoupment of any Award or any gain related to an Award, or any other provision intended to have a similar effect, as the Board may determine from time to time.

ARTICLE 3 STOCK OPTION PLAN

3.1 Participation

The Board may grant, in its sole and absolute discretion, Options to any Participant, subject to the provisions of this Plan and with such provisions and restrictions as the Board may determine at the time of the grant. The Board shall make all necessary or desirable determinations regarding the granting of Options to Participants, including the number of Common Shares subject to the Option at the time of the grant.

3.2 Grant of Options

(a) The exercise price per Common Share subject to any Option shall be determined by the

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Board at the time the Option is granted, but, in any event, if the Common Shares are listed on the Exchange on the Grant Date, shall not be less than the Market Price.

(b) The Grant Date of each Option shall be determined by the Board at the time of the grant. Options granted to a Participant shall be credited to the Incentive Account of the Participant on the Grant Date.

(c) All terms and conditions of any grant of an Option to, and any exercise of an Option by, a U.S. Participant is subject to the provisions of Article 8 of this Plan to the extent such provisions otherwise conflict with this Article 3.

3.3 Award Letter

Each Option granted to an Optionee shall be evidenced by an Award Letter which shall provide details of the terms and conditions, including any vesting or performance requirements, of the Option and, after the Grant Date, the Optionee shall have the right to purchase the Common Shares underlying the Option at the exercise price set out therein, subject to the terms and conditions of the Option. The Option shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which the Board considers appropriate for inclusion in the Award Letter. The Award Letter evidencing an Option granted to a Consultant shall contain such provisions, including provisions relating to the termination of the Option, as the Board considers appropriate on the date the grant is approved by the Board. The provisions of Award Letters for Options need not be identical.

3.4 Terms of Options

The period of time within which an Option may be exercised and the number of Common Shares which may be issuable upon the exercise of an Option in any such period shall be determined by the Board at the time of the grant, provided, however, that all Options must be exercisable during a period not extending beyond ten years from the Grant Date of the Option. Notwithstanding the foregoing, in the event that the expiry of an Option Period falls within, or within two days of, a Blackout Period, the expiry date of such Option Period shall be automatically extended to the tenth business day following the end of the Blackout Period.

3.5 Exercise of Option

(a) Subject to the provisions of this Plan, an Option may be exercised from time to time by delivery to the Corporation of an Option Exercise Notice specifying the number of Common Shares in respect of which the Option is being exercised and accompanied by payment in full of the exercise price of the Common Shares to be purchased. A certificate for such Common Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment.

(b) Notwithstanding anything to the contrary contained herein, in lieu of exercising the Option pursuant to Section 3.5(a) above, the Optionee shall have the right (but not the obligation) to exercise the Option by electing the Cashless Exercise Right by so indicating in the Option Exercise Notice and surrendering all or part of the Option to the Corporation in consideration of the payment to the Optionee of the In-the-Money

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Amount. The Optionee may elect by so indicating in the applicable Option Exercise Notice, and with the consent of the Corporation, to have the Corporation satisfy the payment of the In-the-Money Amount by either (i) delivering to the Optionee the Net Number of Shares in exchange for the payment to the Corporation of the Tax Obligation, or (ii) delivering to the Optionee the Net Number of Shares less that number of Common Shares which is equal to the Tax Obligation divided by the Market Price with such Common Shares being sold on behalf of the Optionee and the net proceeds of such sale being remitted by the Corporation to the appropriate tax authority.

(c) Upon exercise by an Optionee of the Cashless Exercise Right, the Corporation shall deliver to the Optionee the Common Shares issuable pursuant to Section 3.5(b) above within a reasonable time following the receipt of such notice and, where the Optionee is subject to the Tax Act in respect of the Option, the Corporation shall make the election provided for in subsection 110(1.1) of the Tax Act (if applicable).

3.6 Vesting

Options granted pursuant to this Plan shall vest and become exercisable by an Optionee at such time or times and subject to such conditions, including performance conditions, as may be determined by the Board at the time of the grant and as provided in the Award Letter for the Option, or as otherwise provided by an Employment Agreement. For greater certainty and notwithstanding any other provision of this Plan, the Board has the sole discretion to amend, abridge or otherwise eliminate the vesting schedule and performance conditions of any Option or of all Options at any time and from time to time.

3.7 Accelerated Vesting

In the event of the Retirement of a Director, or a Change of Control, all Options thenheld by the Director to the extent not then vested shall immediately vest and be immediately exercisable for 12 months after the date of Retirement or Change of Control and prior to the expiration of the Option Period in respect thereof, whichever is sooner; subject in each case to the Board determining otherwise or as otherwise provided in the applicable Award Letter.

ARTICLE 4 DEFERRED SHARE UNITS

4.1 Participation

The Board may grant, in its sole and absolute discretion, Deferred Share Units to any Director, subject to the provisions of this Plan and with such provisions and restrictions as the Board may determine at the time of the grant. The Board shall determine the Restricted Period, if any, applicable to Deferred Share Units granted to a Director at the time of the grant. Each Deferred Share Unit will entitle the holder to receive one Common Share, without payment of any additional consideration, or with the concurrence of the Corporation, the Share Unit Amount in cash, at the end of the Restricted Period or, if applicable, at a later Deferred Payment Date, without any further action on the part of the holder of the Deferred Share Unit other than as required by and in accordance with this Article 4. The terms and conditions of any grant of a Deferred Share Unit to a U.S. Participant is subject to the provisions of Article 8 of this Plan to

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the extent such provisions otherwise conflict with this Article 4.

4.2 Award Letter

Each grant of a Deferred Share Unit under this Plan shall be evidenced by an Award Letter issued to the Director by the Corporation. Such Deferred Share Units shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which are not inconsistent with this Plan and which the Board considers appropriate for inclusion in the Award Letter. The provisions of Award Letters for Deferred Share Units need not be identical.

4.3 Crediting of Deferred Share Units and Dividend Deferred Share Units

(a) Deferred Share Units granted to a Director shall be credited to the Share Unit Account of the Director on the Grant Date. From time to time, the Share Unit Account of the Director shall be credited with Dividend Deferred Share Units in the form of additional Deferred Share Units in respect of outstanding Deferred Share Units on each payment date in respect of which any cash dividend or other cash distribution is paid on the Common Shares. The number of such Dividend Deferred Share Units shall be calculated by dividing (i) the product obtained by multiplying the amount of the cash dividend or other cash distribution declared and paid per Common Share by the number of Deferred Share Units recorded in the Share Unit Account of the Director on the date for the payment of such dividend or distribution by (ii) the Market Price of a Common Share as at the payment date.

(b) The Dividend Deferred Share Units credited to the Share Unit Account of the Director will be subject to the same terms and conditions, including becoming Vested Deferred Share Units and having the same Deferred Payment Date, as the Deferred Share Units in respect of which the Dividend Deferred Share Units were credited. Once issued the Dividend Deferred Share Units shall be Deferred Share Units and, if applicable, Vested Deferred Share Units.

4.4 Deferred Payment Date

(a) A Director may elect to defer the receipt of all or any part of the Deferred Share Units of the Director until one or more Deferred Payment Dates. A Director who elects to set a Deferred Payment Date must give the Corporation a Deferral Election Notice of the Deferred Payment Date not later than 15 business days prior to the expiration of the Restricted Period. Notwithstanding the election of a Deferred Payment Date, the Deferred Share Units held by the Director at the end of the Restricted Period shall vest and become Vested Deferred Share Units. For certainty, a Director shall not be permitted to give any such Deferral Election Notice after the day which is 15 business days prior to the expiration of the Restricted Period and a Deferral Election Notice once given may not be changed or revoked.

(b) Notwithstanding the foregoing, in the event that a Redemption Date falls within, or within two days of, a Blackout Period, the Redemption Date applicable to such Deferred Share Units shall be automatically extended to the tenth business day following the

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end of the Blackout Period.

4.5 Redemption of Deferred Share Units

The Corporation shall redeem Vested Deferred Share Units on the applicable Redemption Date in accordance with the election made in the Redemption Notice given by the Director to the Corporation by:

(a) issuing to the Director one Common Share for each Deferred Share Unit redeemed provided the Director makes payment to the Corporation of an amount equal to the Tax Obligation required to be remitted by the Corporation to the taxation authorities as a result of the redemption of the Deferred Share Units;

(b) issuing to the Director one Common Share for each Deferred Share Unit redeemed and selling, or arranging to be sold, on behalf of the Director such number of Common Shares issued to the Director as produce net proceeds available to the Corporation equal to the applicable Tax Obligation so that the Corporation may remit to the taxation authorities an amount equal to the Tax Obligation;

(c) subject to the discretion of the Corporation, paying in cash to, or for the benefit of, the Director, the Share Unit Amount in respect of any Deferred Share Units being redeemed; or

(d) a combination of any of the Common Shares or cash in (a), (b), or (c) above.

The Common Shares shall be issued and the Share Unit Amount, if any, shall be paid as a lump-sum, by the Corporation within ten business days of the date the Deferred Share Units are redeemed pursuant to this Section 4.5. A Director shall have no further rights respecting any Deferred Share Unit which has been redeemed in accordance with this Plan. For certainty, the Corporation shall be required to issue Common Shares to the Director unless the Director requests, and the Corporation agrees, to redeem any Deferred Share Units for a cash payment equal to the Share Unit Amount.

4.6 Acceleration of Vesting and Redemption

In the event of the Retirement of a Director, or a Change of Control, any Deferred Share Units held by the Director which are not Vested Deferred Share Units immediately prior to the Retirement Date or the Change of Control shall immediately vest and become Vested Deferred Share Units and all Vested Deferred Share Units of the Director shall be immediately redeemed notwithstanding any applicable Restricted Period or any applicable Deferred Payment Date; subject in each case to the Board determining otherwise or as otherwise provided in the applicable Award Letter.

ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Awards of Share Units

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The Board may grant, in its sole and absolute discretion, Restricted Share Units to any Employee or Consultant subject to the provisions of this Plan and with such provisions and restrictions as the Board may determine at the time of the grant. The Board shall determine the Restricted Period, if any, applicable to Restricted Share Units granted to a Participant at the time of the grant. Each Restricted Share Unit will entitle the holder to receive one Common Share or the Share Unit Amount per Common Share, as determined in the sole discretion of the Corporation, without payment of any additional consideration, after the Vesting Date or, if applicable, at a later Redemption Date, without any further action on the part of the holder of the Restricted Share Unit other than as required by and in accordance with this Article 5. The terms and conditions of any grant of a Restricted Share Unit to a Participant who is subject to Section 409A is subject to the provisions of Article 8 of this Plan to the extent such provisions otherwise conflict with this Article 5.

5.2 Award Letter

Each grant of a Restricted Share Unit shall be evidenced by an Award Letter issued to the Participant by the Corporation. Such Restricted Share Units shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which are not inconsistent with this Plan and which the Board considers appropriate for inclusion in the Award Letter. The Award Letter evidencing Restricted Share Units granted to a Consultant shall contain such provisions, including provisions relating to the termination of the Restricted Share Units, as the Board considers appropriate at the time of the grant. The provisions of Award Letters for Restricted Share Units need not be identical.

5.3 Crediting of Restricted Share Units and Dividend Restricted Share Units

(a) Restricted Share Units granted to a Participant shall be credited to the Share Unit Account of the Participant on the Grant Date. From time to time, the Share Unit Account of the Participant shall be credited with Dividend Restricted Share Units in the form of additional Restricted Share Units in respect of outstanding Restricted Share Units on each payment date in respect of which a cash dividend or other cash distribution is paid on the Common Shares. The number of such Dividend Restricted Share Units shall be calculated by dividing (i) the product obtained by multiplying the amount of the cash dividend or other cash distribution declared and paid per Common Share by the number of Restricted Share Units recorded in the Share Unit Account of the Participant on the date for the payment of such dividend or other distribution by (ii) the Market Price of a Common Share as at the payment date.

(b) The Dividend Restricted Share Units credited to the Share Unit Account of the Participant will be subject to the same terms and conditions, including becoming Vested Restricted Share Units and having the same Redemption Date, as the Restricted Share Units in respect of which the Dividend Restricted Share Units were credited. Once issued, the Dividend Restricted Share Units shall be Restricted Share Units and, if applicable, Vested Restricted Share Units.

5.4 Vesting

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The Board shall determine the vesting conditions, which may include the passage of time, performance or other conditions, applicable to Restricted Share Units granted to a Participant at the time of the grant and such conditions will be set out in the Award Letter. Upon the fulfilment of the vesting conditions set out in the Award Letter, the Restricted Share Unit shall vest and become a Vested Share Unit. Dividend Restricted Share Units shall vest at the same time and in the same proportion as the associated Restricted Share Units.

5.5 Deferred Payment Date

(a) A Participant may elect to defer the receipt of all or any part of the Restricted Share Units of the Participant until one or more Deferred Payment Dates. A Participant who elects to set a Deferred Payment Date must give the Corporation a Deferral Election Notice of the Deferred Payment Date not later than 15 business days prior to the expiration of the Restricted Period. Notwithstanding the election of a Deferred Payment Date, the Restricted Share Units held by the Participant at the end of the Restricted Period shall vest and become Vested Restricted Share Units. For certainty, a Participant shall not be permitted to give any such Deferral Election Notice after the day which is 15 business days prior to the expiration of the Restricted Period and a Deferral Election Notice once given may not be changed or revoked.

(b) Notwithstanding the foregoing, in the event that a Redemption Date falls within, or within two days of, a Blackout Period, the Redemption Date applicable to such Restricted Share Units shall be automatically extended to the tenth business day following the end of the Blackout Period provided that such date shall not be later than the Expiry Date.

5.6 Redemption of Restricted Share Units

The Corporation shall redeem Vested Restricted Share Units on the applicable Redemption Date in accordance with the election made in the Redemption Notice given by the Participant to the Corporation, provided the Corporation shall have the right to determine the form of settlement for any Vested Restricted Share Units which may be in Common Shares, cash or a combination thereof. Settlement shall be made by:

(a) issuing to the Participant one Common Share for each Restricted Share Unit redeemed provided the Participant makes payment to the Corporation of an amount equal to the Tax Obligation required to be remitted by the Corporation to the taxation authorities as a result of the redemption of the Restricted Share Units;

(b) issuing to the Participant one Common Share for each Restricted Share Unit redeemed and selling, or arranging to be sold, on behalf of the Participant such number of Common Shares issued to the Participant as produce net proceeds available to the Corporation equal to the applicable Tax Obligation so that the Corporation may remit to the taxation authorities an amount equal to the Tax Obligation;

(c) subject to the discretion of the Corporation, paying in cash to, or for the benefit of, the Participant, the Share Unit Amount in respect of any Restricted Share Units being redeemed; or

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(d) a combination of any of the Common Shares or cash in (a), (b), or (c) above.

The Common Shares shall be issued and the Share Unit Amount, if any, shall be paid as a lump-sum, by the Corporation within ten business days of the date the Restricted Share Units are redeemed pursuant to this Section 5.6. A Participant shall have no further rights respecting any Restricted Share Unit which has been redeemed in accordance with this Plan.

ARTICLE 6

PERFORMANCE SHARE UNITS

6.1 Awards of Share Units

The Board may grant, in its sole and absolute discretion, Performance Share Units to any Employee subject to the provisions of this Plan and with such provisions and restrictions as the Board may determine at the time of grant. Any grant of Performance Share Units will specify Performance Metrics which, if achieved, will result in payment, or early payment, of the Award and each grant may specify in respect of such Performance Metrics a minimum level of achievement and may set out a formula for determining the number of Performance Share Units which will be earned and vested if performance is at or above the minimum level or levels but falls short of the maximum performance of the Performance Metrics applicable to such Performance Share Units. Notwithstanding the number of Performance Share Units earned and vested under an Award based on the applicable Performance Metrics, the actual payout of an Award of Performance Share Units for any Participant may be above or below such amount in the sole discretion of the Board. The Board shall determine the Performance Metrics and Vesting Date applicable to Performance Share Units granted to an Employee at the time of the grant and which will be set out in the applicable Award Letter. Each Performance Share Unit will entitle the holder to receive one Common Share or the Share Unit Amount per Common Share, as determined by the Corporation in its sole discretion, without payment of any additional consideration, after the Vesting Date applicable to the Performance Share Unit, without any further action on the part of the holder of the Performance Share Unit other than as required by and in accordance with this Article 6. The terms and conditions of any grant of a Performance Share Unit to an Employee who is subject to Section 409A is subject to the provisions of Article 8 of this Plan to the extent such provisions otherwise conflict with this Article 6.

6.2 Award Letter

Each grant of a Performance Share Unit under this Plan shall be evidenced by an Award Letter issued to the Employee by the Corporation. Such Performance Share Units shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which are not inconsistent with this Plan and which the Board considers appropriate for inclusion in the Award Letter. The provisions of Award Letters for Performance Share Units need not be identical.

6.3 Crediting of Performance Share Units and Dividend Performance Share Units

(a) Performance Share Units granted to an Employee shall be credited to the Share Unit

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Account of the Employee on the Grant Date. From time to time, the Share Unit Account of the Employee shall be credited with Dividend Performance Share Units in the form of additional Performance Share Units in respect of outstanding Performance Share Units on each payment date in respect of which a cash dividend or other cash distribution is paid on the Common Shares. Such Dividend Performance Share Units shall be calculated by dividing (i) the product obtained by multiplying the amount of the dividend or distribution declared and paid per Common Share by the number of Performance Share Units recorded in the Share Unit Account of the Employee on the date for the payment of such dividend or distribution by (ii) the Market Price of a Common Share as at the payment date.

(b) The Dividend Performance Share Units credited to the Share Unit Account of the Employee will be subject to the same terms and conditions, including becoming Vested Performance Share Units and having the same Redemption Date, as the Performance Share Units in respect of which the Dividend Performance Share Units were credited. Once issued, the Dividend Performance Share Units shall be Performance Share Units and, if applicable, Vested Performance Share Units.

6.4 Vesting

Subject to the achievement of the Performance Metrics applicable to the Performance Metrics, such Performance Share Units shall vest and become Vested Performance Share Units. Dividend Performance Share Units shall vest at the same time and in the same proportion as the associated Performance Share Units. The number of Performance Share Units which vest on a Vesting Date is the number of Performance Share Units scheduled to vest on such Vesting Date multiplied by the Adjustment Factor applicable to such Performance Share Units.

6.5 Deferred Payment Date

(a) An Employee may elect to defer the receipt of all or any part of the Performance Share Units of the Employee until one or more Deferred Payment Dates. An Employee who elects to set a Deferred Payment Date must give the Corporation a Deferral Election Notice of the Deferred Payment Date not later than 15 business days prior to the expiration of the Restricted Period. Notwithstanding the election of a Deferred Payment Date, the Performance Share Units held by an Employee at the end of the Restricted Period shall vest and become Vested Performance Share Units. For certainty, an Employee shall not be permitted to give any such Deferral Election Notice after the day which is 15 business days prior to the expiration of the Restricted Period and a Deferral Election Notice once given may not be changed or revoked.

(b) Notwithstanding the foregoing, in the event that a Redemption Date falls within, or within two days of, a Blackout Period, the Redemption Date applicable to such Performance Share Units shall be automatically extended to the tenth business day following the end of the Blackout Period provided that such date shall not be later than the Expiry Date.

6.6 Redemption of Performance Share Units

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The Corporation shall redeem Vested Performance Share Units on the applicable Redemption Date in accordance with the election made in the Redemption Notice given by the Employee to the Corporation provided the Corporation shall have the right to determine the form of settlement for any Vested Performance Share Units which may be in Common Shares, cash or a combination thereof. Settlement shall be made by:

(a) issuing to the Employee one Common Share for each Performance Share Unit redeemed provided the Employee makes payment to the Corporation of an amount equal to the Tax Obligation required to be remitted by the Corporation to the taxation authorities as a result of the redemption of the Performance Share Units;

(b) issuing to the Employee one Common Share for each Performance Share Unit redeemed and selling, or arranging to be sold, on behalf of the Employee such number of Common Shares issued to the Employee as produce net proceeds available to the Corporation equal to the applicable Tax Obligation so that the Corporation may remit to the taxation authorities an amount equal to the Tax Obligation;

(c) subject to the discretion of the Corporation, paying in cash to, or for the benefit of, the Employee, the Share Unit Amount in respect of any Performance Share Units being redeemed; or

(d) a combination of any of the Common Shares or cash in (a), (b) or (c) above.

The Common Shares shall be issued and the Share Unit Amount, if any, shall be paid as a lump-sum by the Corporation within ten business days of the date the Performance Share Units are redeemed pursuant to this Section 6.6. An Employee shall have no further rights respecting any Performance Share Unit which has been redeemed in accordance with this Plan.

ARTICLE 7 ACCELERATED VESTING OF AWARDS

7.1 General

The Board has the authority to determine the vesting schedule applicable to each Award at the time of the grant, which vesting schedule may be subject to acceleration in certain circumstances, including in the event of Permanent Disability, death, Retirement or a termination of the employment of an Employee without Cause; provided that, except as otherwise provided in the applicable Award Letter an Award may be subject to earlier vesting in the event of a Change in Control only as provided in Section 7.6 hereof.

7.2 Permanent Disability

If an Employee ceases to be a Participant as a result of a Permanently Disability and the Corporation terminates the employment of the Employee:

(a) all Options held by the Employee at the Termination Date to the extent not then vested shall immediately vest and all Options held by the Optionee shall be exercisable for 12

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months after the Termination Date or prior to the expiration of the Option Period in respect thereof, whichever is sooner;

(b) a pro rata portion of the unvested Restricted Share Units of the Employee shall vest and become Vested Restricted Share Units immediately prior to the Permanent Disability based on the number of complete months from the first day of the Grant Term applicable to such Restricted Share Units to the date of the Permanent Disability divided by the number of months in such Grant Term, and the Vested Share Units of the Employee shall be redeemed at the end of such Grant Term; and

(c) a pro rata portion of the unvested Performance Share Units of the Employee shall vest, and become Vested Performance Units, immediately prior to the date of the Permanent Disability based on the number of complete months from the first day of the Performance Period applicable to such Performance Share Units to the date of the Permanent Disability of the Employee divided by the number of months in such Performance Period and the Vested Performance Share Units of the Employee shall be redeemed at the end of the Performance Period using the Adjustment Factor determined by the Board for such Performance Period,

subject in each case to the Board determining otherwise or as otherwise provided in the applicable Award Letter or Employment Agreement.

7.3 Death

If a Participant who is an Employee (including a Participant in Retirement) ceases to be a Participant as a result of the death of the Participant:

(a) all Options held by the Employee at the date of death to the extent not then vested shall immediately vest and all Options held by the Employee shall be exercisable for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner,

(b) a pro rata portion of the unvested Restricted Share Units of the Employee shall vest and become Vested Restricted Share Units immediately prior to the date of the death of the Employee based on the number of complete months from the first day of the Grant Term applicable to such Restricted Share Units to the date of death divided by the number of months in such Grant Term, and the Vested Restricted Share Units of the Employee shall be redeemed as soon as practical following the date of the death of the Employee; and

(c) a pro rata portion of the unvested Performance Share Units of the Employee shall vest and become Vested Performance Share Units immediately prior to the date of the death of the Employee based on the number of complete months from the first day of the Performance Period applicable to such Performance Share Units to the date of the death of the Employee divided by the number of months in such Performance Period and the Vested Performance Share Units of the Employee shall be redeemed as soon as practical following the date of the death of the Employee using the Adjustment Factor

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determined by the Board which shall be based on performance to the end of the year prior to the date of death of the Employee, provided that if the Performance Period for the Vested Performance Share Units commenced less than one year prior to the date of death of the Employee, the Performance Share Units of the Employee will be redeemed using an Adjustment Factor of 1.0, subject in each case to the Board determining otherwise or as otherwise provided in the applicable Award Letter or Employment Agreement.

7.4 Termination Other than for Cause

If an Employee ceases to be a Participant, other than as a result of Permanent Disability, death, or Termination for Cause, and subject to Section 7.6 of this Plan:

(a) any Option held by such Employee at the Termination Date shall be exercisable only to the extent that the Employee is then entitled to exercise the Option and only for 90 days thereafter (or such longer period as may be prescribed by law) or prior to the expiration of the Option Period in respect thereof, whichever is sooner;

(b) the Employee shall forfeit all right, title and interest with respect to all Restricted Share Units that are unvested and the Vested Share Units of the Employee shall be redeemed at a date to be determined by the Board; and

(c) the Employee shall forfeit all right, title and interest with respect to all Performance Share Units that are unvested and the Vested Performance Units of the Employee shall be redeemed at a date to be determined by the Board,

subject in each case to the Board determining otherwise or as otherwise provided in the applicable Award Letter or an Employment Agreement.

7.5 Termination for Cause

If a Participant ceases to be an Employee with the Corporation as a result of being dismissed from employment for Cause:

(a) all Options shall immediately terminate and shall no longer be exercisable as of the Termination Date;

(b) the Employee shall forfeit all right, title and interest with respect to all Restricted Share Units including Vested Restricted Share Units; and

(c) the Employee shall forfeit all right, title and interest with respect to all Performance Share Units including Vested Performance Share Units;

subject in each case to the provisions of the applicable Award Letter and Employment Agreement.

7.6 Change in Control

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(a) Unless the Board has determined otherwise, or otherwise provided in this Plan, an applicable Award Letter, or an Employment Agreement, if a Change of Control occurs and at least one of the two additional circumstances described in clause (i) or (ii) below occurs, then each outstanding Award granted under this Plan to an Employee will become vested and be exercisable or redeemable in whole or in part, even if such Award is not otherwise vested or exercisable or redeemable by its terms:

(i) upon a Change of Control, if the surviving corporation (or any Affiliate thereof) or the potential Successor Corporation (or any Affiliate thereof) fails to continue or assume the obligations with respect to each Award or fails to provide for the conversion or replacement of each Award with an equivalent award; or

(ii) in the event that the Awards are continued, assumed, converted or replaced as contemplated in Section 7.6(a), during the one-year period following the effective date of the Change of Control, the Participant is terminated by the Corporation or the Successor Corporation without Cause or the Participant resigns employment for Good Reason.

(ii) Notwithstanding anything herein to the contrary, with respect to any Awards that are subject to Performance Metrics and vest in accordance with Section 7.6(a) hereof, such Performance Metrics will be deemed achieved at the greater of the target level of achievement or the actual level of achievement measured as of the date of the Change of Control in the event Section 7.6(a)(i) applies, or (ii) the date of termination of employment in the event Section 7.6(a)(ii) applies (in each case in this Section 7.6(b) the "Early Measurement Date"). The Performance Period applicable to such Awards will be deemed to end upon the Early Measurement Date.

(b) For the purposes of Section 7.6(a) of this Plan, the obligations with respect to each Award will be considered to have been continued or assumed by the surviving corporation (or an Affiliate thereof) or the potential Successor Corporation (or an Affiliate thereof), if each of the following conditions are met, which determination will be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change of Control:

(i) the Common Shares remain publicly held and widely traded on an established stock exchange; and

(ii) the terms of this Plan and each Award are not altered or impaired without the consent of the Participant.

(c) For the purposes of Section 7.6(a) of this Plan, the obligations with respect to each Award will be considered to have been converted or replaced with an equivalent Award by the surviving corporation (or an Affiliate thereof) or the potential Successor Corporation (or an Affiliate thereof), if each of the following conditions are met, which determination will be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in

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Control:

(i) each Award is converted or replaced with a replacement award in a manner that complies with Section 409A, in the case of a Participant that is taxable in the United States on all or any portion of the benefit arising in connection with the grant, vesting or exercise and/or other disposition of such Award, and/or in a manner (if applicable) that may qualify under subsection 7(1.4) of the Income Tax Act (Canada), in the case of a Participant that is taxable in Canada on all or any portion of the benefit arising in connection with the grant, vesting, exercise and/or other disposition of such Award;

(ii) the converted or replaced Award preserves the existing value of each underlying Award being replaced, contains provisions for scheduled vesting and treatment on termination of employment (including the definition of Cause and Good Reason) that are no less favourable to the Participant than the underlying Award being replaced, and all other terms of the converted Award or replacement award, including any underlying performance measures (but other than the security and number of shares represented by the continued Award or replacement award) are substantially similar to the underlying Award being replaced; and

(iii) the security represented by the converted or replaced Award is of a class that is publicly held and widely traded on an established stock exchange.

ARTICLE 8
U.S. TAX PROVISIONS

8.1 Purpose

This article sets forth special provisions of this Plan which apply only to U.S. Participants who are subject to Section 409A of the Code and, for the avoidance of doubt, such provisions shall override any provisions of this Plan to the extent of any inconsistency. Except as otherwise specified in this article, words and terms defined in this Plan and used in this article shall have the meanings therefore set forth in this Plan.

8.2 Definitions

For purposes of this article:

(a) "Change of Control" means a Change of Control within the meaning of this Plan provided it constitutes a change in control within the meaning of Section 409A.

(b) "Disability" means a Disability within the meaning of this Plan provided it meets the requirements of "disability" as defined in Section 409A.

(c) "Section 409A" means Section 409A of the Code and any reference in this Plan to Section 409A shall include any regulations or other formal guideline promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue

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Service.

(d) "Separation From Service" shall mean that employment or service with the Corporation and any entity that is to be treated as a single employer with the Corporation for purposes of United States Treasury Regulation Section 1.409A-1(h) terminates such that it is reasonably anticipated that no further services will be performed.

(e) "Specified Employee" means a U.S. Participant who meets the definition of "specified employee", as defined in Section 409A(a)(2)(B)(i) of the Code.

8.3 Compliance with Section 409A

Notwithstanding any provision of this Plan to the contrary, it is intended that any payments under this Plan either be exempt from or comply with Section 409A, and all provisions of this Plan shall be construed and interpreted to the extent practical in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each U.S. Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such U.S. Participant in connection with this Plan or any other plan maintained by the Corporation (including any taxes and penalties under Section 409A), and neither the Corporation nor any Subsidiary of the Corporation shall have any obligation to indemnify or otherwise hold such U.S. Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

8.4 Options

The following provisions are applicable to Options.

(a) For the avoidance of doubt and notwithstanding anything to the contrary in Section 3.3 of this Plan or otherwise, any Option issued to a U.S. Taxpayer shall have a per Common Share exercise price that is no less than the Market Price on the Grant Date.

(b) For the avoidance of doubt and notwithstanding anything to the contrary in Section 3.5 of this Plan or otherwise, in no event, including as a result of any Blackout Period, shall the expiry date of any Option granted to a U.S. Taxpayer be extended beyond the date which it would have expired in accordance with its terms if such Option has a per Common Share exercise price that is less than the Market Price of the Common Shares on the date of the proposed extension.

(c) Notwithstanding any provision of this Plan or otherwise, any adjustment to an Option issued to a U.S. Taxpayer shall be made in accordance with the requirements of Section 409A.

8.5 Deferral Elections and Redemption Dates

For the avoidance of doubt and notwithstanding anything to the contrary in this Plan or otherwise, any U.S. Participant who wishes to defer the settlement of Director Shares Units, Restricted Share Units or Performance Share Units must specify the Deferred Payment Date or

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Dates for his or her Award by delivery of an irrevocable election notice to the Corporation in a form acceptable to the Corporation and such election shall be made immediately prior to the receipt of an Award under this Plan if such award or a portion thereof requires more than 12 months of continued service in order to vest, provided that in all events, such election shall only apply to the portion of Award that requires more than 12 months of continued service in order to vest, and otherwise by the last day of the year prior to the year in which the Award is earned or granted or otherwise within 30 days of first becoming eligible to participate in the Plan. If any U.S. Participant fails to timely elect a Deferred Payment Date in accordance with this Section 8.5, then notwithstanding anything to the contrary in the Plan, such Award shall be redeemed within 60 days following the date on which the Restricted Period or Performance Period ends or the Award otherwise vests, except as otherwise set forth below.

8.6 Accelerated Vesting and/or Settlement

The following provisions are applicable to U.S. Participants:

(a) Notwithstanding anything to the contrary in the Plan, the deferral election notice of the U.S. Participant or otherwise, where the Termination Date of a U.S. Participant occurs as a result of the Permanent Disability or death of the U.S. Participant, any Deferred Share Units shall be settled immediately notwithstanding the Restricted Period, and in all events not later than 60 days following such Termination Date. In addition, any Deferred Share Units granted to a U.S. Participant shall vest in full in the event of a Change of Control notwithstanding the Restricted Period and shall be settled within 60 days of the Change of Control.

(b) Notwithstanding the provisions of this Plan, the Redemption Date elected by the U.S. Participant or anything else to the contrary:

(i) where the Separation from Service of the U.S. Participant occurs as a result of resignation by the Participant, the Participant's death or Disability, or by the Corporation without Cause prior to the end of the Grant Term, any Deferred Share Units or, Restricted Share Units that vest in accordance with the terms of the Plan, shall be redeemed within 60 days following the date of Separation from Service;

(ii) where the Separation from Service of the U.S. Participant occurs as a result of resignation by the Participant, the Participant's death or Disability, or by the Corporation without Cause at any time following the end the Performance Period but prior to the Redemption Date applicable to the Award, any Performance Share Units that have vested in accordance with the terms of this Plan shall be redeemed within 60 days following such Separation from Service;

(iii) where the Termination Date of the U.S. Participant occurs as a result of the Permanent Disability of the U.S. Participant prior to the end of the Performance Period, any Performance Share Units which vest in accordance with Section 7.2(c) of this Plan, shall be redeemed within 60 days following the end of the Performance Period applicable to the Award; and

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(iv) where the Termination Date of the U.S. Participant occurs as a result of the death of the U.S. Participant prior to the Redemption Date, any Performance Share Units that vest in accordance with Section 7.3 (c) of this Plan shall be redeemed immediately notwithstanding the Performance Period applicable to the award and in all events not later than 60 days following such Termination Date. Solely to the extent required by Section 409A, any payment in respect of any Award which is subject to Section 409A and which has become payable on or following Separation from Service to any U.S. Participant who is determined to be a Specified Employee shall not be paid before the date which is six months after the Separation from Service of the Specified Employee (or, if earlier, the date of death of the Specified Employee). Following any applicable six-month delay of payment, all such delayed payments shall be made to the Specified Employee in a lump sum on the earliest possible payment date.

8.7 Amendment of Article 8 for U.S. Participants

Notwithstanding anything to the contrary in this Plan, the Board shall retain the power and authority to amend or modify this article to the extent that the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any U.S. Participant and shall be made in a manner designed to maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Participant without materially increasing the cost to the Corporation.

ARTICLE 9 EVENTS AFFECTING THE CORPORATION

9.1 Effect of Reorganization, Amalgamation, Merger, etc.

If there is a consolidation, reorganization, merger, amalgamation or statutory amalgamation or arrangement of the Corporation with or into another Person, a separation of the business of the Corporation into two or more entities or a transfer of all or substantially all of the assets of the Corporation to another Person, at the discretion of the Board, upon the exercise or redemption of an Award under this Plan, the holder thereof shall be entitled to receive any securities, property or cash which the Participant would have received upon such consolidation, reorganization, merger, amalgamation, statutory amalgamation or arrangement, separation or transfer if the Participant had exercised or redeemed the Award immediately prior to the applicable record date or event, as applicable, and in the case of Options the exercise price shall be adjusted as applicable by the Board, unless the Board otherwise determines the basis upon which such Option shall be exercisable, and any such adjustments shall be binding for all purposes of this Plan. Notwithstanding any other provisions of this Plan, the Board has the sole discretion to amend, abridge or eliminate any vesting schedule or otherwise amend the conditions of exercise or redemption so that any Award may be exercised or redeemed in whole or in part by the Participant so as to entitle the Participant to receive any securities, property or cash which the Participant would have received upon such consolidation, reorganization, merger, amalgamation, statutory amalgamation or arrangement, separation or transfer if the Participant had exercised or redeemed immediately prior to the applicable record date or event.

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9.2 Adjustment in Common Shares Subject to this Plan

If there is any change in the Common Shares through or by means of a declaration of a stock dividend of the Common Shares or a consolidation, subdivision or reclassification of the Common Shares, or otherwise, the number of Common Shares subject to any Award, and in the case of an Option the exercise price thereof and the maximum number of Common Shares which may be issued under this Plan in accordance with Article 2 hereof shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of this Plan. An adjustment under any of Sections 9.1 or 9.2 hereof in this article (in this section the "Adjustment Provisions") will take effect at the time of the event giving rise to the adjustment, and the Adjustment Provisions are cumulative. If any question arises at any time with respect to the exercise price or number of Common Shares deliverable upon the exercise or redemption of an Award in connection with any of the events set out in Sections 9.1 or 9.2 hereof, such questions will be conclusively determined by the auditors of the Corporation, or, if they decline to so act, any other firm of Chartered Accountants that the Corporation may designate and who will have access to all appropriate records and such determination will be binding upon the Corporation and all Optionees.

9.3 Fractions

No fractional Common Shares will be issued on the vesting, exercise or redemption of an Award. Except as otherwise provided in an Award Letter, the Board, in its discretion, may provide for the settlement of fractions in cash.

9.4 Share-Based Awards in Substitution for Awards Granted by Other Company

Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, options, stock appreciation rights, restricted share units, performance share units, or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Corporation. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code with respect to a person who would be a U.S. Participant. The Awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

ARTICLE 10

GENERAL

10.1 Non-Transferability

Each Award is personal to the Participant and is not assignable, transferable, exercisable or redeemable other than by will or by applicable laws of descent.

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10.2 Employment

Nothing contained in this Plan shall confer upon any Employee any right with respect to employment or continued employment with the Corporation, or interfere in any way with the right of the Corporation to terminate the employment of the Employee at any time for any reason whatsoever, with or without Cause. Participation in this Plan by Employees is voluntary. For purposes of any Award granted under this Plan, an Employee's employment with the Corporation will be considered to have terminated effective on the last day of the Employee's actual and active employment with the Corporation whether such day is selected by agreement with the Employee or unilaterally by the Corporation and whether with or without advance notice to the Employee; provided, however, that any period of absence on leave approved by the Corporation will not be considered an interruption or termination of service of any employee for any purposes of this Plan or any Awards granted hereunder. For the avoidance of doubt, no period of notice, if any, or payment in lieu of notice that is given or ought to have been given under applicable law in respect of such termination of employment that follows or is in respect of a period after the Employee's last day of actual and active employment will be considered as extending the Employee's period of employment for the purposes of determining the Employee's entitlement under this Plan.

10.3 No Shareholder Rights

No holder of any Award shall have any rights as a shareholder of the Corporation with respect to any of the Common Shares subject to (a) an Option until the Optionee exercises such Option in accordance with the terms of this Plan and the issue of the Common Shares by the Corporation in respect thereof, or (b) Deferred Share Units, Restricted Share Units or Performance Share Units until the issue (if any) of the Common Shares by the Corporation upon the redemption of Share Units. Subject to Sections 4.3, 5.3, 6.3 and 9.2 hereof, no holder of any Options or Share Units shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or other rights declared for shareholders of the Corporation for which the record date or effective date is prior to the date on which an Optionee exercises the Option in accordance with this Plan or the date of issue of Common Shares in respect of the redemption of Share Units.

10.4 Employment Agreements

The provisions of this Plan shall be subject to the provisions of any Employment Agreement between the Corporation and the Employee.

10.5 Necessary Approvals

This Plan shall be effective only upon the approval of both the Board and the shareholders of the Corporation by ordinary resolution. Awards may only be granted to Participants if the grant of the Award is exempt from any requirement to file a prospectus, registration statement or similar document under applicable laws. The obligation of the Corporation to issue and deliver Common Shares in accordance with this Plan is subject to compliance with all applicable securities laws, the approval of any governmental authority having jurisdiction and the Exchange, which may be required in connection with the authorization, issuance or sale of such Common Shares by the Corporation. If any Common Shares cannot be issued to any Participant

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for any reason including, without limitation, the issue of such Common Shares not being in compliance with applicable securities laws, the failure to obtain approval of an applicable governmental authority or there not being an exemption from the registration and prospectus requirements under applicable laws, then the obligation of the Corporation to issue such Common Shares shall terminate and any exercise price paid by an Optionee to the Corporation shall be returned to the Optionee.

10.6 Amendment, Modification or Termination of Plan

(a) Subject to the requisite shareholder and Regulatory Approvals (including any applicable Exchange approvals) set forth in this Section 10.6, the Board may, from time to time, amend or revise the terms of this Plan or may discontinue this Plan at any time; provided, however, that no such right may, without the consent of the Participants, in any manner adversely affect the rights of a Participant under any Award granted under this Plan.

(b) The Board may, subject to receipt of requisite shareholder and Regulatory Approval (including any applicable Exchange approval), make the following amendments to this Plan:

(i) any amendment to the number of securities issuable under this Plan, including an increase to the maximum number of securities issuable under this Plan, either as a fixed number or a fixed percentage of such securities, or a change from a fixed maximum number of securities to a fixed maximum percentage (or vice versa);

(ii) any increase to the limits imposed on non-employee Directors in Section 2.5 hereof;

(iii) any change to the definition of "Participants" that would have the potential of narrowing or broadening or increasing Insider participation;

(iv) if the Common Shares are listed on the Exchange, any amendment to remove or to exceed the insider participation limits set out in Section 2.5 hereof;

(v) the addition of any form of financial assistance;

(vi) any amendment to a financial assistance provision that is more favourable to Participants;

(vii) any revision to the exercise price of outstanding Options, including any reduction in the exercise price of an outstanding Option or the cancellation and re-issue of any Option or other entitlement under this Plan;

(viii) if the Common Shares are listed on the Exchange, an extension of the term of an outstanding Option benefiting an Insider;

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(ix) if the Common Shares are listed on the Exchange, any amendment to this Section 10.6;
(x) an amendment that would permit Options to be transferable or assignable other than as provided in this Plan;
(xi) except as described in Section 3.5, any addition of a cashless exercise feature, payable in cash or securities, that does not provide for a full deduction in the number of underlying Common Shares from this Plan reserve;
(xii) the addition of deferred or restricted share units or any other provision which results in Participants receiving securities while no cash consideration is received by the Corporation; and
(xiii) any other amendments that may lead to significant or unreasonable dilution in the outstanding securities of the Corporation or may provide additional benefits to Participants, especially to Insiders of the Corporation, at the expense of the Corporation and its shareholders.

(c) The Board may, subject to receipt of any requisite Regulatory Approval (including any applicable Exchange approval), where required, in its sole discretion, make all other amendments to this Plan that are not of the type contemplated in Section 10.6(b) hereof, including, without limitation:

(i) amendments of a housekeeping nature;
(ii) the addition of or a change to vesting provisions of a security or this Plan;
(iii) a change to the termination provisions of a security or this Plan which does not entail an extension beyond the original expiry date; and
(iv) the addition or amendment of a cashless exercise feature, payable in cash or securities that provides for a full deduction of the number of underlying Common Shares from this Plan reserve.

(d) Notwithstanding the provisions of Section 10.6(c) hereof, the Corporation shall additionally obtain shareholder approval in respect of amendments to this Plan that are contemplated pursuant to Section 10.6(c) to the extent such approval is required by the Exchange or any applicable laws or regulations.

10.7 No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

10.8 Compliance with Applicable Law

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If any provision of this Plan or any agreement entered into pursuant to this Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Corporation or this Plan then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

Approved by the Directors: October 2, 2017

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SCHEDULE "C" ADVISORIES

Certain information contained in this Circular, including in documents incorporated by reference in it, constitutes forward-looking information or forward-looking statements within the meaning of applicable securities laws. Such information or statements may relate to future events, facts or circumstances or the Corporation's future financial or operating performance or other future events or circumstances. All information other than historical fact is forward-looking in nature and involves known and unknown risks, uncertainties and other factors which may cause the actual results or performance to be materially different from any future results, performance, events or circumstances expressed or implied by such forward-looking statements or information. Such statements can be, but are not always, identified by the use of words such as "anticipate", "plan", "continue", "estimate", "expect", "forecast", "likely", "intend", "may", "will", "would", "project", "should", "believe" and "potential". No assurance can be given that this information will ultimately prove to be accurate or correct and such forward-looking information included in this Circular should not be unduly relied upon. Unless indicated otherwise, forward-looking information and statements speak only as of the date of this Circular.

Forward-looking statements in this Circular include, but are not limited to, statements with respect to: statements with respect to the Meeting, Meeting materials, proxies and voting, director and executive compensation goals, outcomes and future actions taken in relation thereto, corporate governance, the Corporation's growth strategy and properties, the programs and policies of the Corporation, including the systems used to implement such policies and the effectiveness thereof, and the Corporation's future business plans, opportunities, objectives, and strategies, as well as related methods to achieve such objectives and to implement such plans and strategies.

Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions and are subject to known and unknown risks and uncertainties that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur, some of which are specific to the Corporation and others that apply to the mining industry generally. In making the forward-looking information or statements contained in this Circular, assumptions have been made regarding, among other things: general business, economic and mining industry conditions; interest rates and foreign exchange rates; the supply and demand for commodities and precious and base metals and the level and volatility of the prevailing price of gold; market competition; the Corporation to continue to obtain qualified staff and equipment in a timely and cost-efficient manner to meet its demand.

A number of known and unknown risks, uncertainties and other factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. For a non-exhaustive list of risks and uncertainties relevant to the Corporation, please refer to the heading "Risk Factors" in the Corporation's most recent Annual Information Form and the Corporation's most recent Annual MD&A, which are incorporated by reference in this Circular.

Although the forward-looking statements contained in this Circular are based upon what management believes are reasonable assumptions, the Corporation cannot provide assurance that actual results or performance will be consistent with these forward-looking statements. The forward-looking information and statements included in this Circular are expressly qualified by this cautionary statement. The Corporation does not undertake any obligation to publicly update or revise any forward-looking information except as required by applicable securities laws.

C-1

AI assistant

Steppe Gold Ltd. — Proxy Solicitation & Information Statement 2025

47470_rns_2025-05-21_ef8fcf47-fe1d-4267-9ac7-25999c61d790.pdf

STEPPE GOLD LTD.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

VOTING OF PROXIES

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

GENERAL

1. RECEIPT OF FINANCIAL STATEMENTS AND AUDITOR'S REPORT

2. ELECTION OF DIRECTORS

Majority Voting Policy

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

3. RE-APPOINTMENT OF AUDITOR

4. APPROVAL OF LONG-TERM INCENTIVE PLAN

5. OTHER BUSINESS

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Compensation Policy Objectives

Base Salaries

Discretionary Bonus

Long-Term Incentives

Stock Options

Restricted Share Units

Indirect Compensation

Pension Plan Benefits

Share Ownership Requirements

Risks Associated with Compensation Practices

Financial Instruments

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Value Vested or Earned During the Year

Employment Agreements

Termination and Change of Control Benefits

Performance Graph

DIRECTORS COMPENSATION

Summary Compensation Table

Incentive Plan Awards

Value Vested or Earned During the Year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Burn Rate

Long Term Incentive Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Meetings of Independent Directors

Board and Committee Meetings

Board Mandate

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation Committee

Audit Committee

Nominating and Corporate Governance Committee

Other Board Committees

Assessments

Term Limits

Diversity Policy

ADDITIONAL INFORMATION

4. Delegation to Management

5. Meetings and Proceedings

6. Self-Assessment

7. Responsibilities of Chair

SCHEDULE "B"

LONG TERM INCENTIVE PLAN

STEPPE GOLD LTD.

LONG TERM INCENTIVE PLAN

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

Steppe Gold Ltd. Proxy Solicitation & Information Statement 2025