Storm Exploration — AGM Information 2024

Feb 22, 2024

STORM EXPLORATION INC.

Annual General and Special Meeting to be held on March 27, 2024

Notice of Annual General Meeting and

Information Circular

February 15, 2024

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STORM EXPLORATION INC.

1480 – 885 W. Georgia Street, Vancouver, BC V6C 3E8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders of Storm Exploration Inc. (the “ Company ”) will be held at Suite 1600, Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, on Wednesday, March 27, 2024, at 11:00 a.m. (Vancouver Time). At the Meeting, the shareholders will receive the financial statements of the Company for the year ended March 31, 2023, together with the auditor’s reports thereon, and consider resolutions to:

1. fix the number of directors at four;

2. elect directors for the ensuing year;

3. appoint Manning Elliott LLP, Chartered Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;

4. to consider and, if thought fit, pass, with or without amendment, an ordinary resolution approving the amendment of the Company’s 10 percent “rolling” stock option plan, all as more particularly described in the accompanying information circular;

5. to consider and, if thought fit, to pass an ordinary resolution of the disinterested Shareholders approving, confirming and ratifying the grant of an aggregate of 1,875,000 stock options to certain directors, officers and consultants of the Company, as previously approved by the Board of Directors (the “ Directors ”) and as more particularly set out in the accompanying information circular and

6. transact such other business as may properly be put before the Meeting.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Board requests that all shareholders who will not be attending the Meeting in person read, date and sign the accompanying proxy and deliver it to Computershare Trust Company of Canada (“ Computershare ”). If a shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, by 11:00 a.m. (Vancouver Time) on March 25, 2024 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on February 13, 2024 will be entitled to vote at the Meeting.

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An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 15th day of February, 2024.

ON BEHALF OF THE BOARD

"Bruce Counts"

Bruce Counts President and Chief Executive Officer

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STORM EXPLORATION INC.

1480 – 885 W. Georgia Street, Vancouver, BC V6C 3E8

INFORMATION CIRCULAR

(as at February 15, 2024 except as otherwise indicated)

SOLICITATION OF PROXIES

This information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by the management (the “ Management ”) of Storm Exploration Inc. (the “ Company ”). The form of proxy which accompanies this Circular (the “ Proxy ”) is for use at the annual general and special meeting of the shareholders of the Company (the “ Shareholders ”) to be held on Wednesday, March 27, 2024 (the “ Meeting ”), at the time and place set out in the accompanying notice of Meeting (the “ Notice of Meeting ”). The Company will bear the cost of this solicitation. The solicitation will be made by mail, but may also be made by telephone.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers of the Company . A registered Shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person’s name in the blank space provided. The completed Proxy should be delivered to Computershare Trust Company of Canada (“ Computershare ”) by 11:00 a.m. (Vancouver Time) on March 25, 2024, or before 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.

The Proxy may be revoked by:

• (a) signing a proxy with a later date and delivering it at the time and place noted above;

• (b) signing and dating a written notice of revocation and delivering it to Computershare, or by transmitting a revocation by telephonic or electronic means, to Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or

• (c) attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a Shareholder present in person.

Provisions Relating to Voting of Proxies

The shares represented by Proxy in the form provided to Shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered Shareholder appointing him. If there is no direction by the registered Shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditor as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting,

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or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the Management knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

Advice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold common shares (the “Common Shares”) in the capital of the Company in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in the capital of the Company in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders who appear on the records maintained by the Company’s registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. 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 shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such shares are registered under the name of Cede & Co. (the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial 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 shareholder 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. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Proxy provided directly to registered Shareholders by the Company. 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 vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form (“ VIF ”), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs 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 VIF cannot use that form to vote Common Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

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The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided 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 which they own (“ NOBOs ”). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company 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.

By choosing to send these materials to you directly, the Company (and not the intermediary holding common shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. Computershare will tabulate the results of the VIFs received from the Company’s NOBOs and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.

The Company’s OBOs can expect to be contacted by Broadridge or their brokers or their broker’s agents as set out above. The Company does not intend to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs and accordingly, if the OBO’s intermediary does not assume the costs of delivery of those documents, then, in the event that the OBO wishes to receive them, the OBO may not receive the documentation.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 11:00 a.m. (Vancouver Time) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the registered Shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder 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 the Notice of Meeting, Circular and the accompanying Proxy are to registered Shareholders of the Company as set forth on the list of registered Shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare, unless specifically stated otherwise.

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FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended March 31, 2023 and related management’s discussion and analysis, together with the auditor’s reports on those statements will be presented to the Shareholders at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at the close of business on February 13, 2024, the Company’s authorized capital consists of an unlimited number of Common Shares without par value of which 41,632,685 Common Shares are issued and outstanding. All Common Shares in the capital of the Company carry the right to one vote.

Shareholders registered as at February 13, 2024, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, no person beneficially owns, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding Common Shares of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. The Management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the Management will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director. Shareholders will be asked at the Meeting to pass an ordinary resolution to fix the number of directors for the ensuing year at three.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of Common Shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.

Name, province or state and country of residence and positions, current and former, if any, held in the Company	Principal occupation for last five years	Served as director since	Number of Common Shares beneficially owned or controlled or directed, directly or indirectly, at present(1)
Bruce Counts British Columbia, Canada President, Chief Executive Officer and Director	President and Chief Executive Officer of Storm Exploration Inc. (11/2017 to present); Professional Geoscientist; Consultant, Stonefish Capital Inc.	November 23, 2017	1,850,000

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Name, province or state and country of residence and positions, current and former, if any, held in the Company	Principal occupation for last five years	Served as director since	Number of Common Shares beneficially owned or controlled or directed, directly or indirectly, at present(1)
Joanne Price(2) British Columbia, Canada Director	VP Exploration, Prospector Metals Corp. (formerly Ethos Gold Corp.) (12/2018 to present) VP Exploration, K2 Gold Corp (07/2017 – 10/2019) Consultant (01/2016 – 01/2017) acQuire GIM Suite	September 28, 2020	45,000
Lon Shaver(2)(3) British Columbia, Canada Director	President, Silvercorp Metals Inc. (09/2023 to present) Vice President, Silvercorp Metals Inc. (08/2018 to 09/2023) Principal, Brighton Corporate Advisors Inc. (05/2016 to present) Investment Banker, Raymond James Ltd. (04/2005 to 05/2016).	November 23, 2017	96,250
Michael Sweatman(2)(3) British Columbia, Canada Director	Principal, MDS Management Ltd. (1992 to present).	April 14, 2020	124,290

Notes:

(1) The information as to Common Shares beneficially owned or controlled has been provided by the directors themselves.

(2) Member of the Company’s Audit Committee.

• (3) Member of the Company’s Compensation and Nominating Committee.

The Company does not have an executive committee of its Board of Directors (the “ Board ”).

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Corporate Cease Trade Orders or Bankruptcies

As at the date of this Circular, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

• (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

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

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or

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instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Penalties or Sanctions

Except as disclosed below, none of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

On January 31, 2011, the British Columbia Securities Commission (the " BCSC ") issued an order against Bruce Counts requiring that he cease all trading in the securities of Indicator Metals Inc., a company to which he was an insider, for failure to file insider reports. On February 1, 2011 the BCSC revoked the order upon Mr. Counts' filing all necessary insider reports.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The following information is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation - Venture Issuers. For the purposes of this form:

“CEO” of the Company means each individual who acted as Chief Executive Officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year.

“CFO” of the Company means each individual who acted as Chief Financial Officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year.

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

• (a) a CEO;

• (b) a CFO;

• (c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 - Statement of Executive Compensation , for that financial year; and

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

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As at March 31, 2023, the Company had two NEOs, being Bruce Counts, the President and CEO and Dwight Walker, the CFO and Corporate Secretary and four directors, being Bruce Counts, Joanne Price, Lon Shaver, and Michael Sweatman.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company and its subsidiaries, excluding compensation securities, to each NEO and director, in any capacity, for the years ended March 31, 2023, 2022 and 2021.

			Table of Compensation Excluding Compensation Securities
	Name and Position	Year						Bonus ($)		Committee or Meeting Fees ($)
Bruce Counts President, CEO and Director(2)(3)		2023 2022 2021			$195,000 $196,500 $114,750			Nil Nil Nil		Nil Nil Nil		Nil Nil Nil			Nil Nil Nil			$195,000 $196,500 $114,750
Dwight Walker CFO and Corporate Secretary(2)		2023 2022 2021			$90,000 $87,500 $24,000			Nil Nil Nil		Nil Nil Nil		Nil Nil Nil			Nil Nil Nil			$90,000 $87,500 $24,000
Lon Shaver Director(2)		2023			Nil			Nil		Nil		Nil			Nil			Nil Nil Nil
		2022			Nil			Nil		Nil		Nil			Nil
		2021			Nil			Nil		Nil		Nil			Nil
Michael Sweatman Director(4)		2023			Nil			Nil		Nil		Nil			Nil			Nil Nil Nil
		2022			Nil			Nil		Nil		Nil			Nil
		2021			Nil			Nil		Nil		Nil			Nil
Joanne Price Director(5)		2023			Nil			Nil		Nil		Nil			Nil			Nil Nil Nil
		2022			Nil			Nil		Nil		Nil			Nil
		2021			Nil			Nil		Nil		Nil			Nil

Notes:

(1) Includes, if applicable, housing allowances, education, utilities, wellness subsidies and cash pension benefits.

(2) Appointed on November 23, 2017.

(3) The compensation stated is for Mr. Counts’ services as President and CEO. No separate compensation was paid for his role as a director. (4) Appointed on April 14, 2020.

(5) Appointed on September 28, 2020.

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Stock Option and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and director by the Company and its subsidiaries for services provided or to be provided, directly or indirectly, to the Company during the Company’s most recently completed financial year ended March 31, 2023.

			Compensation Securities(1)
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Bruce Counts(2) President, CEO and Director Dwight Walker(3) CFO and Corporate Secretary Joanne Price(4) Director Lon Shaver(5) Director Michael Sweatman(6) _Director _	Stock Options Stock Options Stock Options Stock Options Stock Options	125,000 400,000 50,000 150,000 75,000 250,000 75,000 250,000 75,000 250,000	May 2, 2022 March 29, 2023 May 2, 2022 March 29, 2023 May 2, 2022 March 29, 2023 May 2, 2022 March 29, 2023 May 2, 2022 March 29, 2023	$0.80 $0.25 $0.80 $0.25 $0.80 $0.25 $0.80 $0.25 $0.80 $0.25	$0.60 $0.20 $0.60 $0.20 $0.60 $0.20 $0.60 $0.20 $0.60 $0.20	$0.17 $0.17 $0.17 $0.17 $0.17 $0.17 $0.17 $0.17 $0.17 $0.17	May 2, 2027 March 29, 2028 May 2, 2027 March 29, 2028 May 2, 2027 March 29, 2028 May 2, 2027 March 29, 2028 May 2, 2027 March 29, 2028

Notes:

(1) On January 19, 2023, the common shares of the Company were consolidated on the basis of one post-consolidated common share outstanding for every four pre-consolidated common shares. The exercise price, closing price on the day of grant, and the number of common shares issuable under outstanding options have been proportionately adjusted to reflect the effects of the consolidation on a retrospective basis.

(2) As of the last day of the most recently completed financial year end, Mr. Counts held 780,000 options, representing an equal number of underlying Common Shares. These options vested on the date of grant.

(3) As of the last day of the most recently completed financial year end, Mr. Walker held 350,000 options, representing an equal number of underlying Common Shares. These options vest on the date of grant.

(4) As of the last day of the most recently completed financial year end, Ms. Price held 462,500 options, representing an equal number of underlying Common Shares. These options vest on the date of grant.

(5) As of the last day of the most recently completed financial year end, Mr. Shaver held 492,500 options, representing an equal number of underlying Common Shares. These options vest on the date of grant.

(6) As of the last day of the most recently completed financial year end, Mr. Sweatman held 462,500 options, representing an equal number of underlying Common Shares. These options vest on the date of grant.

Exercise of Compensation Securities by NEOs and Directors

No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended March 31, 2023.

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Stock Option Plans and Other Incentive Plans

The Company has in place a “rolling” stock option plan (the “ Plan ”) that allows the Company to issue up to a maximum of 10% of the Company’s issued and outstanding Common Shares at any given time. The shareholders of the Company approved the Plan on March 29, 2023. In accordance with TSX Venture Exchange (the “ Exchange ”) policies, a plan with a rolling 10% maximum must be confirmed by shareholders of the Company at each annual general meeting. The following summary is intended as a brief description of certain key terms of the Plan and is qualified in its entirety by the full text of the Plan.

The purpose of the Plan is to provide an incentive to the directors, officers, employees, and consultants to continue their involvement with the Company and to increase their efforts on the Company’s behalf by allowing the Company to grant options to directors, officers, employees and consultants as additional compensation and as an opportunity to participate in the growth of the Company. The granting of such options is intended to align the interests of such persons with that of the Company and is common industry practice.

Options will be exercisable over periods of up to five years as determined by the Board and are required to have an exercise price which, as determined by the Board in its sole discretion, shall not be less than the closing price of the Company’s Common Shares traded through the facilities of the Exchange on the date preceding the date of grant, or if the Common Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the Common Shares are listed or quoted for trading. The maximum number of Common Shares which may be issued pursuant to options previously granted and those granted under the Plan will be 10% of the issued and outstanding Common Shares of the Company at the time of grant. In addition, the number of Common Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued Common Shares on a yearly basis (unless the requisite disinterested shareholder approval is obtained) or not more than 2% of the issued Common Shares on a yearly basis if granted to any one consultant or to persons employed or engaged in investor relations activities.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of Common Shares in respect of the expired or terminated option shall again be available for the purposes of the Plan. The maximum term of any option granted under the Plan will be 10 years.

Options shall be subject to vesting at the discretion of the Board. The Plan provides that if a change of control, as defined therein, occurs, all Common Shares subject to options shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

Any options granted pursuant to the Plan will terminate 90 days following the date the option holder ceases to act as a director, officer, employee or consultant of the Company unless such cessation is on account of death. If such cessation is on account of death, the options terminate on the earlier of one year of the option holder’s death and the expiration date of the options. Upon retirement, stock options will become fully vested and will terminate on the expiration date of the options. Any options granted to option holders performing investor relations services will terminate 30 days following the date of termination.

The NEOs and directors are, under the terms of the Company’s Corporate Disclosure Policy and Securities Trading Policy, prohibited from engaging in short term or speculative transactions involving the Company’s securities, including short sales or transactions involving derivatives in securities of the Company.

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At the Meeting, shareholders will be asked to consider and approve certain proposed amendments to the Plan, which result from changes to the Exchange’s policy governing security based compensation and will be subject to the acceptance of the Exchange. For further details, see “ Particulars of Matters to be Acted Upon – Approval of Amended Option Plan”

Employment, Consulting and Management Agreements

Pursuant to an employment agreement between Bruce Counts and the Company dated October 1, 2022 (the “ Counts Employment Agreement ”), Mr. Counts agreed to be employed as the President and Chief Executive Officer of the Company in exchange for a base salary of $195,000 (the " Base Salary "), and is eligible to participate in any bonus plans offered by the Company to its executives.

Pursuant to a consulting agreement between Dwight Walker and the Company dated December 16, 2022 (the “ Walker Consulting Agreement ”), Mr. Walker agreed to be employed as the Corporate Secretary and Chief Financial Officer of the Company in exchange for a monthly fee of $7,500 per month (the " Base Fee "), exclusive of GST, and is eligible to participate in any bonus plans offered by the Company to its executives.

The following table outlines the benefits Messrs. Counts and Walker were entitled to in the event of termination or resignation, per their services agreements in the year ended March 31, 2023:

Name and Principal Position	Termination and Termination or Resignation within 12 Months of Change of Control.
Bruce Counts(1) President, CEO and a Director	Should the Company terminate Mr. Counts for any reason other than for just cause, the Company will pay to Mr. Counts an amount equal to two times the Base Salary, plus any incentive stock options then owed and health and insurance benefits for a period of 12 months from the date of termination. Should Mr. Counts elect to terminate the Counts Employment Agreement within 120 days of a Change of Control (as such term is defined in the Counts Employment Agreement), the Company will pay to Mr. Counts an amount equal to two times the Base Salary, plus any incentive stock options then owed and health and insurance benefits for a period of 12 months from the date of termination.
Dwight Walker(1) CFO and Corporate Secretary	Should the Company terminate Mr. Walker for any reason other than for just cause, the Company will pay to Mr. Walker an amount equal to 12 times the Base Fee, plus any incentive stock options then owed. Should Mr. Walker elect to terminate the Walker Consulting Agreement within 120 days of a Change of Control (as such term is defined in the Walker Consulting Agreement), the Company will pay to Mr. Walker an amount equal to 12 times the Base Fee.

Notes:

(1) Entitled to exercise any vested incentive stock options as at the date of termination for a period of 90 days following that date. Any unvested options will automatically vest on the date of termination.

Other than as set forth elsewhere in this Circular, the Company has not entered into any other agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries, that were performed by a director or NEO, or performed by any other party, but are services typically performed by a director or NEO.

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Oversight and Description of Director and NEO Compensation

The Board has a compensation and nominating committee (the “ Compensation and Nominating Committee ”) which is responsible for determining the overall compensation strategy of the Company, administering the Company’s executive compensation program, making recommendations to the Board regarding compensation including incentive and equity-based compensation, reviewing and approving corporate goals and objectives relevant to the CEO, for proposals for the compensation of the executive officers, management and directors, for evaluations of performance to determine compensation, for employee benefit and retirement plans and all other matters related to compensation. The Compensation and Nominating Committee is also responsible for reviewing the Company’s compensation policies and guidelines generally.

During the year ended March 31, 2023, the Compensation and Nominating Committee was composed of three members, being Michael Sweatman (Chair), Lon Shaver and Joanne Price.

Objectives of Compensation Program

It is the objective of the executive compensation program to attract and retain highly qualified and experienced individuals to serve as executive officers and to align incentive compensation to performance and shareholder value. It is the goal of the Compensation and Nominating Committee to endeavour to ensure that the compensation of executive officers is sufficiently competitive to achieve the objectives of the executive compensation program. The Compensation and Nominating Committee gives consideration to the Company’s long-term interests and quantitative financial objectives, as well to the qualitative aspects of the individual’s performance and achievements.

Role of Executive Officers in Compensation Decisions

The Compensation and Nominating Committee receives and reviews recommendations of the CEO relating to the general compensation structure and policies and programs for the Company and the salary and benefit levels for the executive officers.

Elements of Compensation

The executive compensation program is comprised of three principal components: base salaries, cash bonuses and incentive stock options which are designed to provide a combination of cash and equitybased compensation to effectively retain and motivate the executive officers to achieve the corporate goals and objectives. These elements contain both short-term incentives comprised of cash payments by way of base salaries and bonuses and long-term incentives by way of equity-based compensation. Other components of the executive compensation program include perquisites and other personal benefits. Each component of the executive compensation program is addressed separately below.

The amount for each element of the Company’s executive compensation program is determined based upon compensation levels provided by the Company’s competitors as well as upon the discretion of the Board, as described below. Each element of the Company’s executive compensation program contributes to an overall compensation package, which is designed to provide both short-term and long-term financial incentives to the executive officers and to thereby assist the Company to successfully implement its strategic plans. The Board annually assesses how each element fits into the overall compensation package.

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Base Salaries

Salaries for executive officers are reviewed annually based on corporate and personal performance and on individual levels of responsibility and are set to be competitive with industry levels. Salaries of the executive officers are not determined based on benchmarks or a specific formula. Consideration is given to compensation packages that may be available to such executive officers from other employment opportunities and commercially available data on salaries disclosed by competitors and peers. The Compensation and Nominating Committee submits its recommendation to the Board as to salary of the CEO. The Compensation and Nominating Committee considers, and, if thought appropriate, also submits to the Board recommendations for salaries for the other executive officers based on those salaries recommended by the CEO. As stated above, base salaries are established to be competitive in order to attract and retain highly qualified and experienced individuals.

Performance Pay and Goals

The Board exercises its discretion, upon recommendations received from the Compensation and Nominating Committee, regarding the payment of performance pay based upon employee merit and the payment thereof, if any, is determined by the Board. In making these decisions and in exercising this discretion, the Board recognizes extraordinary efforts made to enhance the value of the Company’s asset base and any extraordinary success that has been achieved in implementing the Company’s business plans as a result of such efforts, including significant production and reserve additions. The Company’s compensation program provides for the payment of performance pay based on a specific formula. No performance pay amounts were paid in the 12 months ended March 31, 2023.

Stock Option Plan

The Compensation and Nominating Committee also administers the Company’s Plan that is designed to provide a long-term incentive that is aligned with shareholder value. The Compensation and Nominating Committee makes recommendations to the Board regarding the number of the stock options to be granted to each executive officer, based on the level of responsibility and experience of the individual, the performance of the individual and the number of the stock options previously granted to the individual. The Compensation and Nominating Committee regularly reviews and where appropriate, adjusts the number of the options granted to executive officers. The Compensation and Nominating Committee sets the number of options, as appropriate, designed to attract and retain qualified and talented executive officers.

Perquisites and Other Components

Other components of compensation include perquisites and personal benefits as determined by the Compensation and Nominating Committee and recommended to the Board that are consistent with the overall compensation strategy. There is no specific formula or benchmarks for assessing how perquisites or personal benefits are utilized in the total compensation package.

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Risks of Compensation Policies and Practices

The Board and the Compensation and Nominating Committee have not formally considered the implications of the risks associated with the Company’s compensation policies and practices. However, the Company does not believe that the Company’s executive compensation program encourages its executive officers to take inappropriate or excessive risks. This assessment is based on a number of considerations including, without limitation, the following: (i) the Company’s compensation policies and practices are uniform throughout the Company and there are no significant differences in compensation structure among the executive officers; (ii) the overall compensation program is market-based and aligned with the Company’s business plan and long-term strategies; (iii) the compensation package for NEOs consists of fixed (base salary and benefits and perquisites) and variable elements (bonuses and options) which are designed to balance short term goals and the long-term interests of the Company and are aimed at creating sustainable value for the Company’s Shareholders. The performance elements are linked to the achievement of the Company’s business goals and are reviewed annually by the Compensation and Nominating Committee; and (iv) in exercising its discretion under option grants, the Compensation and Nominating Committee reviews individual and corporate performance, taking into account the long-term interests of the Company.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the end of the most recently completed financial year:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by the securityholders	4,108,750(1)	$0.45	49,756
Equity compensation plans not approved by the securityholders	Nil	Nil	Nil
Total	4,108,750		49,756

Note:

(1) This amount represents the grant of 50,000 options issued at an exercise price of $2.24, 40,000 options issued at an exercise price of $2.40, 200,000 options issued at an exercise price of $0.64, 706,250 at an exercise price of $0.40, 650,000 options issued at an exercise price of $0.60, 612,500 options issued at an exercise price of $0.80, and 1,850,000 options issued at an exercise price of $0.20.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the most recently completed financial year of the Company.

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

Other than as disclosed in this Circular, no director or executive officer of the Company or any proposed nominee of Management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the confirmation of the Company’s Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, none of the persons who were directors or executive officers of the Company or a subsidiary, at any time during the Company’s last completed financial year, the proposed nominees for election to the Board, any person or corporation who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Common Shares of the Company, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to pass a resolution appointing Manning Elliott LLP, Chartered Professional Accountants (“ Manning ”), of 1700 - 1030 West Georgia Street, Vancouver BC V6E 2Y3, to hold office until the next annual meeting of Shareholders and authorizing the Board to fix the remuneration to be paid to Manning. Manning has been the auditor for the Company since the completion of the reverse takeover transaction (the “ RTO ”).

Proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the appointment of Manning, as the auditor of the Company to hold office for the ensuing year with remuneration to be fixed by the Board.

MANAGEMENT CONTRACTS

Other than as disclosed elsewhere in this Circular, no Management functions of the Company are to any substantial degree performed by a person or corporation other than the directors or NEOs of the Company.

AUDIT COMMITTEE

The Company is required to have an audit committee (the “ Audit Committee ”) comprised of three directors, the majority of whom are not executive officers or employees of the Company or an affiliate of the Company.

Audit Committee Charter

The text of the Audit Committee’s charter is attached as Schedule “A” to this Circular.

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Composition of Audit Committee and Independence

The Company’s Audit Committee consists of Lon Shaver (Chair), Michael Sweatman and Joanne Price.

National Instrument 52-110 - Audit Committees (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment. Lon Shaver, Michael Sweatman and Joanne Price are “independent” as that term is defined.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Audit Committee are “financially literate” as that term is defined. The following sets out the Audit Committee members’ education and experience, that is relevant to the performance of his responsibilities as an Audit Committee member.

Relevant Education and Experience

Lon Shaver is a chartered financial analyst with over 25 years of capital markets and corporate experience, mostly focused on the Canadian mining sector. He currently holds the position of President with Silvercorp Metals Inc. He has held roles as an investment banker with Raymond James and Merrill Lynch, where he completed numerous financing and M&A mandates, as well as a mining analyst with an institutional sell-side firm. Mr. Shaver’s prior corporate experience includes CFO roles with a publiclylisted diamond exploration company and a private technology company.

Michael Sweatman is a Chartered Professional Accountant and operates MDS Management Ltd., a Vancouver-based management consulting company, since November 1992. In addition, Mr. Sweatman has served on a number of reporting companies as director or officer and several other companies which are reporting companies listed on the TSX Venture Exchange. Mr. Sweatman obtained his CA designation in 1982 and is a member of the CPABC and CPA Yukon. He obtained his Bachelor of Arts degree in Economics and Commerce in 1982 from Simon Fraser University.

Joanne (Jo) Price is an independent geological consultant to a number of junior mining and exploration companies, with more than 20 years in the field, including 10 years in project management. She has worked on multiple gold, poly-metallic, and graphite projects in the USA, Australia, and Canada. Ms. Price has a Bachelor of Science in Geology (1995) from the University of Wales, College of Cardiff, and a Master of Science in Geology (1997) from Dalhousie University in Halifax. Jo is a professional geologist registered with the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and Association of Engineers and Geoscientists of British Columbia (APEGBC). During her career, Jo has managed multi-million dollar exploration programs, overseeing technical direction, budgets, and operations. She has extensive experience in field operations, drill programs, technical database administration, land management, community relations, and exploration permitting in multiple jurisdictions. Jo currently serves as Vice President of Exploration for Ethos Gold Corp.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

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Reliance on Certain Exemptions

During the Company’s most recently completed financial year, the Company relied on the exemption in section 2.4 (De Minimis Non-Audit Services) of NI 52-110, which exempts all non-audit services provided by the Company’s auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Company.

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

• (a) the exemption in section 2.4 (De Minimis Non-Audit Services) of NI 52-110, which exempts all non-audit services provided by the Company’s auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Company;

• (b) the exemption in subsection 6.1.1(4) (Circumstances Affecting the Business or Operations of the Venture Issuer) of NI 52-110;

• (c) the exemption in subsection 6.1.1(5) (Events Outside Control of Member) of NI 52-110;

• (d) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) of NI 52-110; or

• (e) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that the Company shall not engage the current auditor for any non-audit or non-audit related services. Any exceptions to this policy must be pre-approved by the Audit Committee.

Audit Fees

The following table sets forth the fees paid by the Company and its subsidiaries to Manning, during the Company’s last completed financial year and the prior year ended March 31, 2022:

Audit fees(1) Audit related fees(2) Tax fees(3) All other fees(4) Total	March 31, 2023 ($) 26,300 - 16,750 - $43,050	March 31, 2022 ($) 21,000
		-
		4,700
		-
		$25,700

Notes:

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

• (2) “Audit related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s

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financial statements and are not reported under “Audit fees” above, including a review of the Company's interim financial statements.

• (3) “Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax due diligence, compliance, and tax advice.

• (4) “All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor other than “Audit fees”, “Audit related fees” and “Tax fees” above.

Exemption in Section 6.1

The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 - Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201 - Corporate Governance Guidelines . These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Board and Management consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company’s approach to corporate governance is set out below.

Board of Directors

Management is nominating four individuals to the Board, all of whom are current directors of the Company.

The Guidelines suggest that the Board of every reporting issuer 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 Company. The “material relationship” is defined as a relationship which could, in the view of the Company’s Board, reasonably interfere with the exercise of a director’s independent judgement. Of the current members of the Board, Lon Shaver, Michael Sweatman and Jo Price are considered “independent” within the meaning of NI 52-110 and Bruce Counts is considered not to be independent. Mr. Counts is not considered to be independent, due to his role as the President and CEO of the Company.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO. The Board will give direction and guidance through the CEO to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the Shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee and Compensation and Nominating Committee and the chairperson of each committee. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities of each committee, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO and CFO of the Company and establishes the duties and responsibilities of those positions and, on the recommendation of the CEO, appoints the senior officers of the Company and approves the senior management structure of the

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Company.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet regularly, but not less than once each quarter, to review the business operations, corporate governance and financial results of the Company. Regularly scheduled meetings of the Board will also include meetings of the independent members of the Board without management being present, as determined necessary and appropriate. The Board will also meet at any other time at the call of the Chairman, or subject to the Articles of the Company, of any director. To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

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

Directorships

The following directors of the Company are also directors of other reporting issuers as stated:

Name of Director	Name of Other Reporting Issuer(s)
Bruce Counts	N/A
Joanne Price	Grizzly Discoveries Inc.
Lon Shaver	Precipitate Gold Corp., Omai Gold Mines Corp.
Michael Sweatman	Nevada Sunrise Metals Corporation, Canadian Nexus Team Ventures Corp.

Orientation and Continuing Education

The Board’s practice is to recruit for the Board only persons with extensive experience in the mineral exploration and mining industry, and in public company matters. Prospective new Board members are provided a reasonably detailed level of background information, verbal and documentary, on the Company’s affairs and plans, prior to obtaining their consent to act as a director.

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.

Ethical Business Conduct

To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company’s operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

In accordance with applicable corporate law, any director who is in a position of conflict must refrain from voting on any resolution of the Board with respect to the conflict. The Board may also require the director to excuse himself or herself from deliberations of the Board, or may alternatively refer the matter

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for consideration by a committee of independent directors of the Board.

Compensation and Nominating Committee

The Compensation and Nominating Committee is a committee appointed by the Board which is comprised of two directors, each of whom are independent. The Compensation and Nominating Committee assists the Board in identifying new candidates for Board nomination, makes recommendations to the Board with respect to membership on committees of the Board, other than the Compensation and Nominating Committee, assists the Board in setting director and senior executive compensation, develops and submits to the Board, recommendations with respect to other employee benefits as it sees fit, and assists the Board with respect to providing continuing education programs for directors.

Members of the Compensation and Nominating Committee shall be appointed or reappointed at the meeting of the Board following the Company’s annual general meeting and from among the appointees to the Compensation and Nominating Committee, the Board shall appoint a chairperson (the “ Compensation and Nominating Committee Chairperson ”). The duties of the Compensation and Nominating Committee Chairperson include overseeing the proper functioning of the Compensation and Nominating Committee to ensure the proper discharge of its duties, to schedule meetings and to ensure timely reporting to the Board.

The Compensation and Nominating Committee will meet as often as may be necessary or appropriate in its judgment.

In exercising its mandate, the Compensation and Nominating Committee sets the standards for the compensation of directors, employees and officers based on industry data and with the goal to attract, retain and motivate key persons to ensure the long-term success of the Company. Compensation generally includes the three following components: base salary, annual bonus based on performance and grant of stock options. The Compensation and Nominating Committee takes into account the increased competition in the market for its key personnel while also taking into account the performance and objectives set forth for the Company. The Compensation and Nominating Committee annually assesses the contribution and effectiveness of each director, with particular reference to any applicable position description as well as the competencies and characteristics each director is expected to bring to the Board and at the request of a director, will consider and, if deemed advisable, authorize the retaining by any director of an outside advisor for such director at the expense of the Company.

The Compensation and Nominating Committee is accountable to the Board and reports to the Board, at its next regular meeting, all deliberations and actions it has taken since any previous report. Minutes of Compensation and Nominating Committee meetings will be available for review by any member of the Board on request to the Compensation and Nominating Committee Chairperson.

The members of the Compensation and Nominating Committee are Michael Sweatman (Chair) and Lon Shaver.

Corporate Disclosure Policy and Securities Trading Policy

In 2015, the Company adopted a corporate disclosure policy and a securities trading policy which, together, are designed to raise the general level of awareness of (i) corporate information, including public regulatory filings, financing statements, press releases, management discussion and analysis, prospectuses, annual reports, annual information forms, information circulars, material change reports and

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all other information of a material nature having to do with the business of the Company; and (ii) the trading and confidentiality obligations of employees, officers and directors of the Company.

Assessments

The Compensation and Nominating Committee is responsible for overseeing and evaluating the Board, the committees of the Board, and the contribution of individual directors. The Compensation and Nominating Committee is obliged to prepare an annual performance evaluation of the Board, which report compares the performance of the Board with the requirements of its written mandate and will assess the contribution of each director. The performance evaluations undertaken by the Compensation and Nominating Committee will be conducted in such manner as the members thereof deem appropriate.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Amended Plan

Shareholders will be asked at the meeting to give annual approval, as required by the policies of the TSX Venture Exchange (the “ Exchange ”), for the continuation of our Stock Option Plan (the “ Plan ”), which is a rolling 10% plan that sets the number of common shares issuable under the Plan at a maximum of 10% of the issued and outstanding common shares of the Company, from time to time, at the time of grants of options (subject to certain restrictions as described below). Our Board of Directors adopted the Plan on December 4, 2020, and the Company’s shareholders approved the Plan at the annual general meeting of shareholders held on March 10, 2022.

As of the date of this Circular, the Company has 41,632,685 common shares outstanding, 10% of which provides for a reserve of 4,163,268 common shares for issuance pursuant to options granted under the Plan. As of the date of this Circular, incentive stock options to purchase an aggregate 3,818,750 common shares of the Company are outstanding, having been granted by the Board of Directors to officers, directors, and consultants of the Company, and options entitling the purchase of a further 344,518 common shares remain available for grant under the Plan.

See also information herein under sections titled Director and Named Executive Officer Compensation and Equity Compensation Plan Information .

On November 24, 2021, the Exchange revised its policies regarding security based compensation, and amended Policy 4.4 – Security Based Compensation of the Exchange’s Corporate Finance Manual (the “New Policy”) to accommodate a variety of security based compensation in addition to stock options. Consequently, the Company is required to amend its Plan in order to comply with the New Policy. The full text of the Company’s Plan, including the proposed amendments to the Plan (the “ Amended Plan ”), is attached to this Circular as Schedule “B”. The key changes proposed in the Amended Plan, which changes are aimed at ensuring the Amended Plan complies with the New Policy, include the following:

A. The limit on shares issuable pursuant to the Amended Plan now refers to the maximum number of shares that may be granted or issued pursuant to all security based compensation of the Company, not just pursuant to options.

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B. Directors, officers, Management Company Employees, Employees and Consultants are eligible participants under the Amended Plan.

C. The participation limits have been revised to refer to the maximum number of Shares that may be issued pursuant to all security based compensation rather than just pursuant to options. In addition, the participation limit for persons providing “Investor Relations Activities” has been revised to refer instead to “Investor Relations Service Providers” to align with the New Policy, and participation limits for “Insiders” have been added as detailed in paragraph 7(b) below.

D. A statement has been added that disinterested shareholder approval will be required for any extension of the term of an option if the option holder is an Insider at the time of the proposed amendment.

E. The adjustment provisions were revised to require that any adjustment under the Amended Plan to the number or kind of shares issuable pursuant to the exercise of options other than in connection with a security consolidation or security split will be subject to the prior acceptance of the Exchange.

F. The hold period provision was revised to clarify that a four-month hold period and corresponding legend will apply where required by the policies of the Exchange.

G. The amendment provision was revised to specify that any amendment to the Plan is subject to applicable regulatory and Exchange approval and, if required by any applicable law, rule, policy or regulation, to shareholder approval or disinterested shareholder approval, as the case may be.

With the exception of the proposed amendments described above and certain clerical and housekeeping changes, the particulars of the Amended Plan remain substantially the same as the existing Plan. The material terms of the Amended Plan are as follows (capitalized terms not otherwise defined herein have the meanings given to such terms in the Amended Plan):

1. the maximum aggregate number of common shares that can be issued pursuant to the exercise of options granted under the Plan, is that number of common shares that is equal to 10% of the Company’s issued and outstanding share capital (on a non-diluted basis);

2. stock options granted under the Plan will have an expiry date not to exceed ten years from the date of grant;

3. any stock options granted that expire or terminate for any reason without having been exercised will again be available under the Plan;

4. stock options will vest as required by the Exchange and as may be determined by the administrator of the Plan, or in the absence of such body, the Board;

5. the minimum exercise price of any stock options issued under the Plan will be determined by the Board at the time of grant, subject to the requirements of the Exchange, and not less than the Discounted Market Price;

6. stock options granted will expire 90 days after an Option Holder ceases to be involved with the Company, or for any options granted to an individual providing investor relations services, 30 days after the Option Holder ceases to be involved with the Company;

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• unless the Company has obtained the requisite disinterested shareholder approval in accordance with the policies of the Exchange, the aggregate number of Common Shares of the Company for which stock options may be granted, when combined with the number of Common Shares of the Company issuable pursuant to all other security based compensation granted or issued by the Company, in each case to:

• (a) any one Person (and, where permitted under the Amended Plan, any companies that are wholly owned by that Person) in any 12 month period must not exceed 5% of the issued and outstanding Common Shares, calculated as at the date of grant; and

• (b) Insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares either (i) within any 12 month period, calculated as at the date of grant, or (ii) at any point in time;

• the Company cannot grant options to any one Consultant in any 12 month period which could, when exercised, result in the issuance of Common Shares, together with Common Shares issuable to any such Consultant pursuant to all security based compensation granted or issued by the Company other than pursuant to the Plan, exceeding 2% of the issued and outstanding Common Shares of the Company;

• the Company cannot grant options in any 12 month period to Investor Relations Service Providers which could, when exercised, result in the issuance of Common Shares exceeding, in aggregate, 2% of the issued and outstanding shares of the Company, and no type of security based compensation other than stock options may be granted or issued to Investor Relations Service Providers and options issued to Investor Relations Service Providers must vest in stages over 12 months with no more than 1/4 of the options vested in any three month period;

• in the event that an Option Holder dies while he or she is still a Director, Employee or Consultant (if he or she holds his or her Option as a Director, Employee or Consultant), then the expiry date of such Options shall be the earlier of the date fixed by the Board at the time of grant or the date that is no greater than 12 months from the date of death of the Option Holder.

• in connection with the exercise of an option, as a condition to such exercise the Company may require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such Option;

• if a change of control, as described in the Plan, occurs, all unvested options shall immediately become vested and may thereon be exercised in whole or in part by the option holder, subject to any required approval by the Exchange;

• Options may not be assigned or transferred, provided however that the Personal Representative of an Option Holder may (to the extent permitted by the Amended Plan), exercise the Option within the Exercise Period;

• the Exercise Price must generally be paid through certified cheque or bank draft payable to the Company;

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• if, prior to the complete exercise of any Option, the Common Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for other shares of the Company, an Option, to the extent that it has not been exercised, shall be adjusted by the Board in accordance with such Event in the manner the Board deems appropriate, and in the case of an Event other than in connection with a security consolidation or security split, subject to the prior acceptance of the Exchange; and

• the Board may from time to time amend the Plan and the terms and conditions of any Option thereafter to be granted to without obtaining shareholder approval if such amendments are to (i) fix typographical errors; or (ii) clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions.

Shareholders will be asked at the Meeting to consider, and if thought fit, to approve, with or without amendment, an ordinary resolution approving the Amended Plan, as follows:

“ IT IS RESOLVED as an ordinary resolution that:

1. the Stock Option Plan of Storm Exploration Inc. (the “ Company ”), as substantially described in, and attached to, the management information circular of the Company dated February 15, 2024 (the “ Circular ”), and as amended by the proposed amendments substantially described in the Circular (the “ Amended Option Plan ”) be and is hereby authorized and approved;

2. the Board of Directors of the Company be and is hereby authorized to grant stock options under and subject to the terms and conditions of the Amended Option Plan and such stock options may be exercised to purchase up to a maximum of 10% of the issued and outstanding common shares of the Company;

3. the Board of Directors of the Company be authorized to make any changes to the Amended Option Plan as may be required or permitted by any regulatory authority or stock exchange on which the securities of the Company are listed for trading, upon the terms and conditions of the Amended Option Plan; and

4. any one director or officer of the Company is authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.”

Reference should be made to the full text of the Amended Option Plan, which is set forth in Schedule “B” to this Circular.

The Board recommends that shareholders vote FOR the resolution approving the Amended Option Plan. In the absence of instructions to the contrary, the persons designated by Management in the enclosed form of proxy intend to vote FOR the resolution approving the Amended Option Plan.

Ratification of Grant of Stock Options

On March 29, 2023, the Board granted an aggregate of 1,875,000 Stock Options (the “ Option Grant ”) to certain participants set forth in the table below (the “ Grantees ”), subject to the approval of Option Grant Disinterested Shareholders (as defined below).

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Participant and Position	Grant Date	Expiry Date	Exercise Price	Number of Stock Options
Bruce Counts President, CEO and Director Dwight Walker CFO and Corporate Secretary Joanne Price Director Lon Shaver Director Michael Sweatman Director Dave Skelton Consultant Grant Lockhart Consultant Rob Carpenter Consultant Rahim Kassim- Lakha Consultant Dennis Doulos Consultant Matthew Cuddy Consultant Joe Moses Consultant Robert Brozdowski Consultant Mezzo Consulting Consultant Arne Lutsch Consultant	March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023 March 29, 2023	March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028 March 29, 2028	$0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 $0.25 TOTAL	400,000 150,000 250,000 250,000 250,000 50,000 25,000 25,000 150,000 15,000 10,000 25,000 25,000 150,000 100,000 1,875,000

At the Meeting, the Option Grant Disinterested Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below (the “ Option Grant Resolution ”), subject to such amendments, variations or additions as may be approved at the meeting, to approve, ratify and confirm the Option Grant. In order to pass, the Option Grant Resolution must be approved by a majority of the votes cast at the Meeting by all shareholders, present

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and in person or represented by proxy, excluding votes attaching to Common Shares beneficially owned by Grantees and their associates (the “ Option Grant Disinterested Shareholders ”), which the Company estimates to hold in aggregate 3,011,373 Common Shares as of the date of this Circular.

The text of the Option Grant Resolution will be presented as follows, with or without modification:

“ IT IS RESOLVED as an ordinary resolution that:

1. the Option Grants, as defined and as more particularly set forth in the Circular dated February 15, 2024, be and are hereby confirmed, ratified and approved; and

2. any one director or officer of the Company is authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.”

The Board recommends that shareholders vote FOR the Option Grant Resolution. In the absence of instructions to the contrary, the persons designated by Management in the enclosed form of proxy intend to vote FOR the Option Grant Resolution.

General Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Financial information about the Company is provided in the Company’s comparative annual financial statements to March 31, 2023, a copy of which, together with Management’s Discussion and Analysis thereon, can be found on the Company’s SEDAR+ profile at www.sedarplus.ca. Additional financial information concerning the Company may be obtained by any securityholder of the Company free of charge by contacting the Company, attention: Dwight Walker, by telephone at 416-567-2785 or by email at dwalker@stormex.ca.

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BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Vancouver, British Columbia, the 15th day of February, 2024.

ON BEHALF OF THE BOARD

"Bruce Counts"

Bruce Counts President and Chief Executive Officer

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STORM EXPLORATION INC.

SCHEDULE “A” AUDIT COMMITTEE CHARTER

(see attached)

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STORM EXPLORATION INC.

AUDIT COMMITTEE CHARTER

1. MANDATE

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

• (a) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;

• (b) review and appraise the performance of the Company’s external auditors; and

• (c) provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

2. COMPOSITION

2.1 The Committee will be composed of three directors from the Board, the majority of whom are not employees or senior officers of the Company or an affiliate of the Company

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

2.3 The members of the Committee shall be appointed by the Board at its first meeting and at each annual shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the Committee.

3. MEETINGS

3.1 The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer of the Company and the external auditors in separate sessions.

4. RESPONSIBILITIES AND DUTIES

• 4.1 To fulfill its responsibilities and duties, the Committee shall:

• (a) review and update this Charter annually;

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

• (c) review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;

• (d) obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1;

• (e) review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;

• (f) take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors;

• (g) recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

• (h) at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

• (i) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;

• (j) review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and

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

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

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

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

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

5. FINANCIAL REPORTING PROCESSES

5.1 In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

5.2 Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

5.3 Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

5.4 Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

5.5 Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

5.6 Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

5.7 Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

5.8 Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

5.9 Review certification process.

5.10 Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

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STORM EXPLORATION INC.

SCHEDULE “B” STOCK OPTION PLAN

(see attached)

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STORM EXPLORATION INC.

STOCK OPTION PLAN AMENDED AND RESTATED

Dated December 4, 2020, amended and restated February 15, 2024

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TABLE OF CONTENTS

STORM EXPLORATION INC.

Page No.

ARTICLE 1. DEFINITIONS AND INTERPRETATION .............................................................. 1	ARTICLE 1. DEFINITIONS AND INTERPRETATION .............................................................. 1
1.1	Definitions.............................................................................................................................................................. 1
1.2	Choice of Law........................................................................................................................................................ 4
1.3	Headings................................................................................................................................................................. 4
ARTICLE 2. PURPOSE AND PARTICIPATION ...................................................................... 4
2.1	Purpose.................................................................................................................................................................... 4
2.2	Participation............................................................................................................................................................ 4
2.3	Notification of Award............................................................................................................................................. 5
2.4	Copy of Plan............................................................................................................................................................ 5
2.5	Limitation................................................................................................................................................................ 5
ARTICLE 3. TERMS AND CONDITIONS OF OPTIONS........................................................ 5
3.1	Board to Allot Shares.............................................................................................................................................. 5
3.2	Number of Shares.................................................................................................................................................... 5
3.3	Exercise Price.......................................................................................................................................................... 6
3.4	Term of Option........................................................................................................................................................ 7
3.5	Termination of Option............................................................................................................................................. 7
3.6	Blackout Period....................................................................................................................................................... 8
3.7	Hold Period and Vesting Requirements.................................................................................................................. 8
3.8	Assignment of Options............................................................................................................................................ 9
3.9	Adjustments............................................................................................................................................................ 9
3.10	Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement................................. 9
ARTICLE 4. CHANGE OF CONTROL ...................................................................................... 10
4.1	Change of Control Event....................................................................................................................................... 10
4.2	Board Discretion................................................................................................................................................... 11
ARTICLE 5. EXERCISE OF OPTION ....................................................................................... 11
5.1	Exercise of Option................................................................................................................................................. 11
5.2	Issue of Share Certificates..................................................................................................................................... 11
5.3	Condition of Issue.................................................................................................................................................. 11
ARTICLE 6. ADMINISTRATION ................................................................................................. 11
6.1	Administration...................................................................................................................................................... 11
6.2	Interpretation......................................................................................................................................................... 12
6.3	Withholding.......................................................................................................................................................... 12
ARTICLE 7. AMENDMENT AND TERMINATION .................................................................. 13
7.1	Prospective Amendment ........................................................................................................................................ 13
7.2	Retrospective Amendment .................................................................................................................................... 13
7.3	Termination........................................................................................................................................................... 14
7.4	Agreement............................................................................................................................................................. 14
7.5	No Shareholder Rights........................................................................................................................................... 14
7.6	Record Keeping..................................................................................................................................................... 14
7.7	No Representation or Warranty............................................................................................................................. 14
7.8	Option Holder Status............................................................................................................................................. 14
ARTICLE 8. APPROVALS REQUIRED FOR PLAN ................................................................ 14
8.1	Approvals Required for Plan................................................................................................................................. 14
8.2	Substantive Amendments to Plan.......................................................................................................................... 14

AMENDED AND RESTATED STOCK OPTION PLAN STORM EXPLORATION INC.

ARTICLE 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

• (a) “ Acquiring Person ” means, any Person who is the beneficial owner of twenty percent (20%) or more of the outstanding Shares of the Company;

• (b) “ Administrator ” means, initially, the secretary of the Company and thereafter shall mean such director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time;

• (c) “ Affiliate ” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

• (d) “ Associate ” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

• (e) “ Award Date ” means the date on which the Board grants a particular Option;

• (f) “ Board ” means the board of directors of the Company;

• (g) “ Broker ” has the meaning ascribed to it in paragraph 6.3;

• (h) “ Change of Control Event ” has the meaning ascribed to it in paragraph 4.1;

• (i) “ Company ” means Storm Exploration Inc. (formerly, Lithoquest Resources Inc.);

• (j) “ Consultant ” means an individual or Consultant Company, other than an Employee or a Director, that:

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

• (ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or a Consultant Company, and

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or any of its subsidiaries;

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

• (l) “ Director ” means a director (as defined under the Securities Act), officer (as defined under the Securities Act), Management Company Employee of the Company or any of its Subsidiaries;

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• (m) “ Discounted Market Price ” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

• (n) “ Disinterested Shareholder Approval ” has the meaning ascribed by Policy 4.4 Sections 5.3(b) and (C) of the Exchange Corporate Finance Manual;

• (o) “ Early Termination Date ” has the meaning ascribed to it in paragraph 3.5;

• (p) “ Effective Time ” means, in relation to a Change of Control Event, the time at which the Change of Control Event is, or is deemed to have been, completed;

• (q) “ Employee ” means:

• (i) an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source),

• (ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work, as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source, or

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

• (r) “ Exchange ” means the TSX Venture Exchange or, if the Shares are no longer listed for trading on the TSX Venture Exchange, such other exchange or quotation system on which the Shares are listed or quoted for trading;

• (s) “ Exchange Corporate Finance Manual ” means the corporate finance manual published by the Exchange, as amended from time to time, or if the Shares are no longer listed for trading on the Exchange, the policies of such other exchange or quotation system on which the Shares are listed or quoted for trading;

• (t) “ Exchanged Share ” means a security that is exchanged for a Share in a Change of Control Event;

• (u) “ Exchanged Share Price ” means the product of the Share to Exchanged Share ratio multiplied by the five day volume weighted average price of the Exchanged Shares on an exchange for the period ending one day prior to the Effective Time of the Change of Control Event, or, in the case of Exchanged Shares that are not listed or quoted for trading, the fair value of those Exchanged Shares, as determined by the Board as of the day immediately preceding the Effective Time of the Change of Control Event;

• (v) “ Exercise Notice ” means the notice respecting the exercise of an Option in the form set out as Schedule “B” hereto, duly executed by the Option Holder;

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• (w) “ Exercise Period ” means the period during which a particular Option may be exercised and is the period from and including the Award Date through to and including the Expiry Date, subject to the provisions of the Plan relating to the vesting of Options;

• (x) “ Exercise Price ” means the price at which an Option may be exercised as determined in accordance with paragraph 3.3;

• (y) “ Expiry Date ” means the date determined in accordance with paragraph 3.4 and after which a particular Option cannot be exercised;

• (z) “ In the Money Amount ” means: (a) in the case of a Change of Control Event in which the holders of Shares will receive only cash consideration, the difference between the Exercise Price and the cash consideration paid per Share pursuant to that Change of Control Event; (b) in the case of a Change of Control Event in which the holders of Shares will receive Exchanged Shares, the difference between the Exercise Price and the Exchanged Share Price; or (c) in the case of a Change of Control Event in which the holders of Shares will receive cash consideration and Exchanged Shares, the difference between the Exercise Price and the sum of the cash consideration paid per Share plus the Exchanged Share Price;

• (aa) “ Insider ” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

• (bb) “ Investor Relations Service Provider ” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

• (cc) “ Management Company Employee ” means an individual employed by a company providing management services to the Company, which services are required for the ongoing successful operation of the business enterprise of the Company;

• (dd) “ Market Price ” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

• (ee) “ Material Information ” has the meaning ascribed thereto in the Exchange Corporate Finance Manual;

• (ff) “ Option ” means an option to acquire Shares, awarded to a Director, Employee or Consultant pursuant to the Plan;

• (gg) “ Option Certificate ” means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option;

• (hh) “ Option Holder ” means a Director, Employee or Consultant, or a former Director, Employee or Consultant, who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person;

• (ii) “ Person ” means any individual, firm, partnership, limited partnership, limited liability company or partnership, unlimited liability company, joint stock company, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar extended meaning;

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(jj) “ Personal Representative ” means:

• (i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so, and

• (ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the Person entitled by law to act on behalf of such Option Holder;

• (kk) “ Plan ” means this stock option plan;

• (ll) “ promoter ” has the meaning ascribed thereto in the Securities Act;

• (mm) “ Securities Act ” means the Securities Act, R.S.B.C. 1996, c.418, as amended, as at the date hereof;

• (nn) “ Share ” or “ Shares ” means, as the case may be, one or more common shares without par value in the capital of the Company; and

• (oo) “ Subsidiary ” means any corporation which is a subsidiary, as such term is defined in Subsection 1(1) of the Securities Act.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan are to be interpreted and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 2. PURPOSE AND PARTICIPATION

2.1 Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Directors, Employees, and Consultants; to reward such of those Directors, Employees, and Consultants as may be awarded Options under the Plan by the Board from time to time for their contributions toward the long term goals of the Company; and enable and encourage such Directors, Employees, and Consultants to acquire Shares as long term investments.

Capitalized terms used in this Plan and not otherwise defined have the meanings ascribed to them in the Exchange Corporate Finance Manual.

2.2 Participation

The Board shall, from time to time, in its sole discretion determine those Directors, Employees and Consultants, if any, to whom Options are to be awarded. If the Board elects to award an Option to a Director, the Board shall, in its sole discretion but subject to paragraph 3.2, determine the number of Shares to be acquired on the exercise of such Option. A Director of the Company to whom an Option

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may be granted shall not participate in the decision of the Board to grant such Option. If the Board elects to award an Option to an Employee or Consultant, the number of Shares to be acquired on the exercise of such Option shall be determined by the Board in its sole discretion, and in so doing the Board may take into account the following criteria:

• (a) the remuneration paid to the Employee or Consultant as at the Award Date in relation to the total remuneration payable by the Company to all of its Employees and Consultants as at the Award Date;

• (b) the length of time that the Employee or Consultant has been employed or engaged by the Company;

• (c) the quality of work performed by the Employee or Consultant; and

• (d) any other factors which it may deem proper and relevant.

A press release is required at the time of grant for Options granted to Option Holders who are Insiders or who are Investor Relations Service Providers.

2.3 Notification of Award

Following the approval by the Board of the awarding of an Option, the Administrator shall notify the Option Holder in writing of the award and shall enclose with such notice the Option Certificate representing the Option so awarded.

2.4 Copy of Plan

Each Option Holder, concurrently with the notice of the award of the Option, shall be provided with a copy of the Plan, unless a copy has been previously provided to the Option Holder. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

2.5 Limitation

The Plan does not give any Option Holder that is a Director the right to serve or continue to serve as a Director of the Company nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company. Participation in the Plan by an Option Holder is voluntary.

ARTICLE 3. TERMS AND CONDITIONS OF OPTIONS

3.1 Board to Allot Shares

The Shares to be issued to Option Holders upon the exercise of Options shall be allotted and authorized for issuance by the Board prior to the exercise thereof.

3.2 Number of Shares

The maximum number of Shares issuable under the Plan, together with the number of Shares issuable under outstanding options granted otherwise than under the Plan, shall not exceed 10% of the issued and outstanding Shares of the Company. Additionally, the Company shall not grant Options:

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• (a) to any one Insider at any point in time which could, when exercised, result in the issuance of Shares to Insiders (as a group), together with Shares issuable to Insiders (as a group) pursuant to all security based compensation granted or issued by the Company other than pursuant to the Plan, exceeding ten percent (10%) of the issued and outstanding Shares of the Company calculated as at the date any Options are granted or issued to the Insider unless the Company has obtained the requisite Disinterested Shareholder Approval for the grant;

• (b) to any one Insider in any 12 month period which could, when exercised, result in the issuance of Shares to Insiders (as a group), together with Shares issuable to Insiders (as a group) pursuant to all security based compensation granted or issued by the Company other than pursuant to the Plan, exceeding ten percent (10%) of the issued and outstanding Shares of the Company calculated as at the date any Options are granted or issued to the Insider unless the Company has obtained the requisite Disinterested Shareholder Approval for the grant;

• (c) to any one Person in any 12 month period which could, when exercised, result in the issuance of Shares, together with Shares issuable to any such Person pursuant to all security based compensation granted or issued by the Company other than pursuant to the Plan, exceeding five percent (5%) of the issued and outstanding Shares of the Company calculated as at the date any Options are granted or issued to the Person unless the Company has obtained the requisite Disinterested Shareholder Approval for the grant;

• (d) to any one Consultant in any 12 month period which could, when exercised, result in the issuance of Shares, together with Shares issuable to any such Consultant pursuant to all security based compensation granted or issued by the Company other than pursuant to the Plan, exceeding two percent (2%) of the issued and outstanding Shares of the Company calculated as at the date any Options are granted or issued to the Consultant; or

• (e) in any 12 month period, to any Investor Relations Service Provider which could, when exercised, result in the issuance of Shares exceeding, in aggregate, two percent (2%) of the issued and outstanding Shares of the Company calculated as at the date any Options are granted or issued to Investor Relations Service Providers.

If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of which Option expired or terminated shall again be available for the purposes of the Plan.

Options may not be granted unless and until the Options have been allocated to specific Persons, and then, once allocated, a minimum Exercise Price can be established.

3.3 Exercise Price

The Exercise Price shall be that price per share, as determined by the Board in its sole discretion as of the Award Date, at which an Option Holder may purchase a Share upon the exercise of an Option, and shall be set at a minimum of the closing price of the Company’s Shares traded through the facilities of the Exchange on the day preceding the Award Date, less any discount permitted by the Exchange, or such other price as may be required by the Exchange. Any reduction in the exercise price of an Option held by an Option Holder who is an Insider of the Company at the time of the proposed reduction will require Disinterested Shareholder Approval.

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3.4 Term of Option

Subject to paragraph 3.5 and Article 4, the Expiry Date of an Option shall be the date so fixed by the Board at the time the particular Option is awarded, provided that such date shall not be later than the tenth anniversary of the Award Date of the Option. Any extension in the Expiry Date of an Option held by an Option Holder who is an Insider of the Company at the time of the proposed extension will require Shareholder Approval.

3.5 Termination of Option

An Option Holder may, subject to any vesting provisions applicable to Options hereunder, exercise an Option in whole or in part at any time or from time to time during the Exercise Period provided that, with respect to the exercise of part of an Option, the Board may at any time and from time to time fix a minimum or maximum number of Shares in respect of which an Option Holder may exercise part of any Option held by such Option Holder. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of 5:00 p.m. local time in Vancouver, British Columbia, on the Expiry Date. Subject to ARTICLE 4, th ~~e~~ Expiry Date of an Option shall be the earlier of the date so fixed by the Board at the time the Option is awarded and the date established, if applicable, in sub-paragraphs (a) to (c) below (the “ Early Termination Date ”):

(a) Death

In the event that the Option Holder should die while he or she is still a Director (if he or she holds his or her Option as Director ) or Employee or Consultant (if he or she holds his or her Option as Employee or Consultant), the Early Termination Date shall be no greater than twelve months from the date of death of the Option Holder;

(b) Ceasing to Hold Office

In the event that the Option Holder holds his or her Option as a Director of the Company and such Option Holder ceases to be a Director of the Company other than by reason of death, the Early Termination Date of the Option shall be the 90thday following the date the Option Holder ceases to be a Director of the Company unless the Option Holder ceases to be a Director of the Company but continues to be engaged by the Company as an Employee or a Consultant, in which case the Expiry Date shall remain unchanged, or unless the Option Holder ceases to be a Director of the Company as a result of:

• (i) ceasing to meet the qualifications set forth in the Business Corporations Act (British Columbia);

• (ii) a resolution having been passed by the shareholders of the Company pursuant to the Business Corporations Act (British Columbia) removing the Director as such; or

• (iii) by order of the British Columbia Registrar of Companies, British Columbia Securities Commission, the Exchange or any other regulatory body having jurisdiction to so order,

in which case the Early Termination Date shall be the date the Option Holder ceases to be a Director of the Company;

• (c) Ceasing to be an Employee or a Consultant

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In the event that the Option Holder holds his or her Option as an Employee or Consultant and such Option Holder ceases to be an Employee or Consultant other than by reason of death, the Early Termination Date of the Option shall be the 90[th] day following the date the Option Holder ceases to be an Employee or Consultant unless the Option Holder ceases to be an Employee or Consultant as a result of:

• (i) termination for cause or, in the case of a Consultant, breach of contract; or

• (ii) by order of the British Columbia Registrar of Companies, British Columbia Securities Commission, the Exchange or any other regulatory body having jurisdiction to so order,

in which case the Early Termination Date shall be the date the Option Holder ceases to be an Employee or Consultant.

Any termination of an Employee’s employment with the Company for any reason shall occur on the date the Employee ceases to perform services for the Company without regard to any period of notice or where the Employee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination of employment.

Notwithstanding the foregoing, the Early Termination Date for Options granted to any Option Holder engaged as an Investor Relations Service Provider shall be the 30th day following the date that the Option Holder ceases to be employed in such capacity, unless the Option Holder continues to be engaged by the Company as an Employee, Consultant or Director, in which case the Early Termination Date shall be determined as set forth above.

3.6 Blackout Period

The Company may from time to time impose trading blackouts during which Directors, Consultants or Employees may not trade in the securities of the Company. If a trading blackout is imposed, subject to the terms of the blackout and the Company’s blackout policy, Option Holders may not exercise Options until expiry of the blackout period.

As a result of the foregoing limitation, the term of any Option that would otherwise expire during a blackout period will be extended by no later than 10 business days following the expiry of such blackout period, provided that the following requirements are satisfied:

• (a) the blackout period must be formally imposed by the Company pursuant to its internal trading policies. For greater certainty, in the absence of the Company formally imposing a blackout period, the expiry date of any Options will not be automatically extended in any circumstances;

• (b) the blackout period must expire upon the general disclosure of the undisclosed Material Information; and

• (c) the automatic extension of an Option Holder’s Options will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company’s securities.

3.7 Hold Period and Vesting Requirements

The Company may grant Options without an Exchange hold period provided that the Option is not granted to an Insider or Consultants of the Company and provided that the Exercise Price of an Option

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is based on the Market Price and not a Discounted Market Price. All Options and any Shares issued on the exercise of Options issued to an Insider or Consultant of the Company or granted at a Discounted Market Price will be legended with a four month Exchange hold period commencing on the date the Options were granted.

All Options granted pursuant to the Plan will be subject to such vesting requirements as may be imposed by the Board. The Option Certificate representing any such Option will disclose any vesting conditions. Notwithstanding the foregoing, Options issued to Investor Relations Service Providers will vest in stages over at least 12 months with no more than 1/4 of the Options vesting in any three month period. Additionally, no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider may be granted without the prior written approval of the Exchange.

3.8 Assignment of Options

Options may not be assigned or transferred, provided however that the Personal Representative of an Option Holder may, to the extent permitted by paragraph 5.1, exercise the Option within the Exercise Period.

3.9 Adjustments

If, prior to the complete exercise of any Option, the Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for (collectively the “ Event ”) other shares of the Company, an Option, to the extent that it has not been exercised, shall be adjusted by the Board in accordance with such Event in the manner the Board deems appropriate, and in the case of an Event other than in connection with a security consolidation or security split, subject to the prior acceptance of the Exchange. No fractional Shares shall be issued upon the exercise of any Option and accordingly, if as a result of the Event, an Option Holder would become entitled to a fractional Share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded and, in the case of an Event other than in connection with a security consolidation or security split, subject to the prior acceptance of the Exchange. Additionally, no lots of Shares in an amount less than 500 Shares shall be issued upon the exercise of the Option unless such amount of Shares represents the balance left to be exercised under the Option.

3.10 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If an Option Holder retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Certificate with respect to the right to purchase Shares which were not vested at the time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Option Holder.

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ARTICLE 4. CHANGE OF CONTROL

4.1 Change of Control Event

If at any time when an Option granted under this Plan remains unexercised with respect to any Shares and:

• (a) a Person makes an offer to acquire Shares that, regardless of whether the acquisition is completed, would make the Person an Acquiring Person;

• (b) an Acquiring Person makes an offer, regardless of whether the acquisition is completed, to acquire Shares;

• (c) the Company proposes to sell all or substantially all of its assets and undertakings;

• (d) the Company proposes to merge, amalgamate or be absorbed by or into any other corporation (save and except for a Subsidiary) under any circumstances which involve or may involve or require the liquidation of the Company, a distribution of its assets among its shareholders, or the termination of the corporate existence of the Company;

• (e) the Company proposes an arrangement as a result of which a majority of the outstanding Shares of the Company would be acquired by a third party; or

• (f) any other form of transaction is proposed which the majority of the Board determines is reasonably likely to have similar effect as any of the foregoing

(each a “ Change of Control Event ”), then, in connection with of any of the foregoing Change of Control Events, the vesting of all Options and the time for the fulfilment of any conditions or restrictions on such vesting shall be accelerated to a date or time immediately prior to the Effective Time of the Change of Control Event (provided, however, for greater certainty, in the case of Options granted to Investor Relations Service Providers, such options will continue to vest as contemplated under paragraph 3.7, unless otherwise approved by the Exchange), subject to any required approval of the Exchange, and the Board, in its sole discretion, may authorize and implement any one or more of the following additional courses of action:

• (i) terminating without any payment or other consideration, any Options not exercised or surrendered by the Effective Time of the Change of Control Event;

• (ii) causing the Company to offer to acquire from each Option Holder his or her Options for a cash payment equal to the In the Money Amount, and any Options not so surrendered or exercised by the Effective Time of the Change of Control Event will be deemed to have expired; and

• (iii) exchanging an Option granted under this Plan for an option to acquire, for the same exercise price, that number and type of securities as would be distributed to the Option Holder in respect of the Shares issued to the Option Holder had he or she exercised the Option prior to the Effective Time of the Change of Control Event, provided that any such replacement option must provide that it survives for a period of not less than one year from the Effective Time of the Change of Control Event, regardless of the continuing directorship, officership or employment of the holder.

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4.2 Board Discretion

For greater certainty, and notwithstanding anything else to the contrary contained in this Plan, the Board shall have the power, in its sole discretion, in any Change of Control Event which may or has occurred, to make such arrangements as it shall deem appropriate for the exercise of outstanding Options including, without limitation, to modify the terms of this Plan and/or the Options as contemplated above, subject to any required approval of the Exchange. If the Board exercises such power, the Options shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Option Holder at any time or from time to time as determined by the Board prior to or in conjunction with completion of the Change of Control Event.

ARTICLE 5. EXERCISE OF OPTION

5.1 Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the Personal Representative of any Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

5.2 Issue of Share Certificates

As soon as practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Option Holder a certificate for the Shares purchased pursuant to the exercise of the Option. If the number of Shares purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall forward a new Option Certificate to the Option Holder concurrently with delivery of the aforesaid share certificate for the balance of Shares available under the Option.

5.3 Condition of Issue

The issue of Shares by the Company pursuant to the exercise of an Option is subject to this Plan and compliance with the laws, rules and regulations of all regulatory bodies applicable to the issuance and distribution of such Shares and to the listing requirements of the Exchange or any stock exchange on which the Shares may be listed. The Option Holder agrees to comply with all such laws, rules and regulations and agrees to furnish to the Company any information, report and/or undertakings required to comply with and to fully co-operate with the Company in complying with such laws, rules and regulations.

ARTICLE 6. ADMINISTRATION

6.1 Administration

The Plan shall be administered by the Administrator on the instructions of the Board. The Board may make, amend and repeal at any time and from time to time such regulations not inconsistent with the

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Plan as it may deem necessary or advisable for the proper administration and operation of the Plan and such regulations shall form part of the Plan. The Board may delegate to the Administrator or any Director or Employee of the Company such administrative duties and powers as it may see fit.

6.2 Interpretation

The interpretation by the Board of any of the provisions of the Plan and any determination by it pursuant thereto shall be final and conclusive and shall not be subject to any dispute by any Option Holder. No member of the Board or any Person acting pursuant to authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such Person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

6.3 Withholding

Subject to the rules and policies of the Exchange, the Company may withhold from any amount payable to an Option Holder, either under this Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to grants hereunder (the “ Withholding Obligations ”). The Company shall also have the right in its discretion, subject to the rules and policies of the Exchange, to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Option Holder such number of Shares issued to the Option Holder sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker), or retaining any amount payable which would otherwise be delivered, provided or paid to the Option Holder hereunder.

Subject to the rules and policies of the Exchange, the Company may require an Option Holder, as a condition to exercise of an Option, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations with respect to such exercise, including, without limitation, requiring the Option Holder to: (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) authorize the Company to sell, on behalf of the Option Holder, all of the Shares issuable upon exercise of such Options or such number of Shares as is required to satisfy the Withholding Obligations and to retain such portion of the net proceeds (after payment of applicable commissions and expenses) from such sale the amount required to satisfy any such Withholding Obligations; or (iv) cause a broker who sells Shares acquired by the Option Holder under the Plan on behalf of the Option Holder to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. The Company undertakes to remit any such amount to the applicable taxation or regulatory authority on account of such Withholding Obligations.

Subject to the rules and policies of the Exchange, any Shares of an Option Holder that are sold by the Company, or by a broker engaged by the Company (the “ Broker ”), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the Exchange or such other stock exchange where the majority of the trading volume and value of the Shares occurs. In effecting the sale of any such Shares in accordance with all applicable requirements under the rules and policies of the Exchange, the Company or the Broker will exercise its sole judgement as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to the manner or timing of such sales, the prices at which the Shares are sold or otherwise. In addition, neither

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the Company nor the Broker will be liable for any loss arising from a delay in transferring any Shares to an Option Holder. The sale price of Shares sold on behalf of Option Holders will fluctuate with the market price of the Company’s shares and no assurance can be given that any particular price will be received upon any such sale.

The application of this paragraph 6.3 shall not conflict with the policies of the Exchange that are in effect at the relevant time and the Company will obtain prior Exchange acceptance and/or shareholder approval of any application of this paragraph 6.3 if required pursuant to such policies.

ARTICLE 7. AMENDMENT AND TERMINATION

7.1 Prospective Amendment

Subject to paragraph 7.3 and any applicable regulatory and, if required by any relevant law, rule or regulation applicable to the Plan, to shareholder approval, the Board may from time to time amend the Plan and the terms and conditions of any Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of meeting any changes in any relevant law, rule or regulation applicable to the Plan, any Option or the Shares or for any other purpose which may be permitted by all relevant laws, rules and regulations, provided always that any such amendment shall not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to such amendment. Notwithstanding the foregoing, the Board may, subject to the requirements of the Exchange, amend the terms upon which each Option shall become vested with respect to Shares without further approval of the Exchange, other regulatory bodies having authority over the Company, the Plan or the shareholders.

For greater certainty, the Board may from time to time amend the Plan and the terms and conditions of any Option thereafter to be granted to without obtaining shareholder approval if such amendments are to (i) fix typographical errors; or (ii) clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions.

7.2 Retrospective Amendment

Subject to paragraph 7.3 and any applicable regulatory and, if required by any relevant law, rule or regulation applicable to the Plan, to shareholder approval, the Board may from time to time retrospectively amend the Plan and, with the consent of the affected Option Holders, retrospectively amend the terms and conditions of any Options which have been previously granted. For greater certainty, the policies of the Exchange currently require that disinterested shareholder approval be obtained for any reduction in the Exercise Price or the extension of the term of any Option held by an Insider of the Company.

For greater certainty, the Board may from time to time amend the Plan and the terms and conditions of any Option thereafter to be granted to without obtaining shareholder approval if such amendments are to (i) fix typographical errors; or (ii) clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions.

7.3 Exchange Approval

Notwithstanding paragraphs 7.1. and 7.2, Exchange approval is not required for amendments to the Plan that: (i) reduce the number of Shares that may be issued under the Plan; (ii) increase the Exercise

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Price of an Option; or (iii) cancel Options, provided that the Company issues a news release outlining the terms of such amendment.

7.4 Termination

The Board may terminate the Plan at any time provided that such termination shall not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to the date of such termination. Notwithstanding the termination of the Plan, the Company, Options awarded under the Plan, Option Holders and Shares issuable under Options awarded under the Plan shall continue to be governed by the provisions of the Plan.

7.5 Agreement

The Company and every Person to whom an Option is awarded hereunder shall be bound by and subject to the terms and conditions of the Plan.

7.6 No Shareholder Rights

An Option Holder shall not have any rights as a shareholder of the Company with respect to any of the Shares covered by an Option until the Option Holder exercises such Option in accordance with the terms of the Plan and the issuance of the Shares by the Company.

7.7 Record Keeping

The Company shall maintain a register in which shall be recorded the name and address of each Option Holder, the number of Options granted to an Option Holder, the details thereof and the number of Options outstanding.

7.8 No Representation or Warranty

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

7.9 Option Holder Status

For stock options granted to Employees, Consultants or Management Company Employees, the Company and the Option Holder are responsible for ensuring and confirming that the Option Holder is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

ARTICLE 8. APPROVALS REQUIRED FOR PLAN

8.1 Approvals Required for Plan

Prior to its implementation by the Company, the Plan is subject to approval by the Exchange and thereafter the Plan must be approved by shareholders and the Exchange on an annual basis.

8.2 Substantive Amendments to Plan

Any substantive amendments to the Plan shall be subject to the Company first obtaining the approvals of:

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• (a) the shareholders or disinterested shareholders, as the case may be, of the Company at a general meeting where required by the rules and policies of the Exchange or any stock exchange on which the Shares may be listed for trading; and

• (b) the Exchange or any stock exchange on which the Shares may be listed for trading.

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Approved by the directors on February 15, 2024.

ON BEHALF OF THE BOARD OF STORM EXPLORATION INC.

_________ Bruce Counts Director, President and Chief Executive Officer

[40638.164008.GHS.22921546.3 ]

STORM EXPLORATION INC.

SCHEDULE “A” STOCK OPTION PLAN OPTION CERTIFICATE

This Certificate is issued pursuant to the Stock Option Plan (the “ Plan ”) of Storm Exploration Inc. (the “ Company ”) and evidences that < @ > (the “ Option Holder ”) is the holder of an option (the “ Option ”) to purchase up to <@> common shares (the “ Shares ”) in the capital stock of the Company at a purchase price of $<@> per Share. Subject to the provisions of the Plan:

• (a) the Award Date of this Option is <@>; and

• (b) the Expiry Date of this Option is <@>.

The right to purchase Shares under the Option will vest in the Holder in <@> increments over the term of the Option as follows:

Cumulative Number of Shares Dates which may be Purchased

This Option may be exercised in accordance with its terms at any time and from time to time from and including the Award Date through to and including up to 5:00 local time in Vancouver, British Columbia on the Expiry Date, by delivery to the Administrator of the Plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and a certified cheque or bank draft payable to “Storm Exploration Inc.” in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised. If the Option Holder is an employee, consultant or management company employee, the Option Holder confirms that it is a bona fide employee, consultant or management company employee, as the case may be.

This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

[Any Options or Shares issued on the exercise of Options that are issued to an Insider or Consultant of the Company or granted at a Discounted Market Price will bear the following legend]

Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate and the shares issuable upon the exercise thereof my not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date that is four months and a day after the distribution date of the security].

40638.164008.GHS.22921546.3

The foregoing Option has been awarded this <@> day of <@>, 20<@>.

STORM EXPLORATION INC.

Per:

Authorized Signatory

40638.164008.GHS.22921546.3

SCHEDULE “B” EXERCISE NOTICE

TO: The Administrator, Stock Option Plan STORM EXPLORATION INC. 1480 - 885 W. Georgia Street Vancouver, BC V6C 3E8

Exercise of Option

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the “ Plan ”) of Storm Exploration Inc. (the “ Company ”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Shares; or

(b) of the Shares which are the subject of the option certificate attached hereto.

Calculation of total Exercise Price:

(a) number of Shares to be acquired on exercise: shares (b) times the Exercise Price per Share: $ Total Exercise Price, as enclosed herewith: $

The undersigned tenders herewith a cheque or bank draft (circle one) in the amount of $ , payable to “Storm Exploration Inc.” in an amount equal to the total Exercise Price of the Shares, as calculated above, and directs the Company to issue the share certificate evidencing the Shares in the name of the undersigned to be mailed to the undersigned at the following address:

40638.164008.GHS.22921546.3

All capitalized terms, unless otherwise defined in this exercise notice, will have the meaning provided in the Plan.

DATED the day of . Witness Signature of Option Holder Name of Witness (Print) Name of Option Holder (Print)

40638.164008.GHS.22921546.3