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MANAGEMENT INFORMATION AND PROXY CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2023

This information is given as of March 10, 2023 unless otherwise noted.

PERSONS MAKING THE SOLICITATION

This Information Circular is furnished in connection with the solicitation of proxies by the management of STRATEGIC RESOURCES INC. (the “Company”) for use at the Annual General and Special Meeting (the “Meeting”) of the shareholders of the Company, to be held on Wednesday, April 26, 2023 , at the time and location and for the purposes set forth in the accompanying Notice of Meeting (the “Notice”) and at any adjournment thereof.

The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact with shareholders. The Company will pay the cost of solicitation.

NOTICE-AND-ACCESS

The Company is sending proxy related materials to its registered and non-registered (beneficial) shareholders using “notice-and-access”, as defined under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer . Notice-and-access is a set of rules for reducing the volume of materials that must be physically mailed to shareholders by allowing issuers to post their information circular and additional materials online. Instead of receiving paper copies of meeting materials, shareholders receive a “notice-and-access notice” containing prescribed information, as well as a form of proxy or voting information form, as applicable.

The Company will not use procedures known as “stratification” in relation to its use of the notice-and access provisions in relation to the Meeting. Stratification occurs when a reporting issuer using notice and-access provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the form of proxy are directors and/or officers of the Company. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for such shareholder and on his, her or its behalf at the Meeting other than the persons designated in the form of proxy. Such right may be exercised by inserting in the blank space provided for that purpose the name of the desired person or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to the Company’s transfer agent and registrar, TSX Trust Company, Suite 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, not later than twenty-four (24) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment thereof, or delivering it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting. A proxy must be executed by the registered shareholder or his, her or its attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

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Proxies given by shareholders for use at the Meeting may be revoked prior to their use:

(a) by depositing an instrument in writing executed by the shareholder or by such shareholder’s attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing:
(i) at the registered office, Suite 2900 – 733 Seymour Street, Vancouver, B.C.,V6B 0S6, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof; or
(ii) with the chairman of the Meeting on the day of the Meeting or any adjournment thereof; or
(b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The persons named in the form of proxy will vote the common shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. The common shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted on, the common shares will be voted accordingly. In the absence of such direction, where the management nominees are appointed as proxyholder, such common shares will be voted in favour of the passing of the matters set out in the Notice. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournment thereof. At the time of the printing of this Information Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice. However, if any other matters which at present are not known to the management of the Company should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

ADVICE TO BENEFICIAL SHAREHOLDERS

Shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares, or non-objecting beneficial owners (“NOBOs”) whose names has been provided to the Company’s registrar and transfer agent, can be recognized and acted upon at the Meeting. The information set forth in this section is therefore of significant importance to a substantial number of shareholders who do not hold their common shares in their own name (referred to in this section as “Beneficial Shareholders”). If common shares are listed in an account statement provided to a shareholder by an Intermediary, then in almost all cases those common shares will not be registered in such shareholder’s name on the records of the Company. Such common shares will more likely be registered under the name of the shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such common shares are registered under the name of CDS & Co., as nominee for CDS Clearing and Depository Services Inc., which acts as a depository for many Canadian Intermediaries. Common shares held by Intermediaries or their nominees can only be voted for or against resolutions upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting common shares for their clients.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided by the Company to the Intermediaries. However, its purpose is limited to instructing the Intermediary how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails the VIFs or proxy forms to the Beneficial Shareholders and asks the Beneficial Shareholders to return the VIFs or proxy forms to Broadridge. 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 receiving a proxy or VIF from Broadridge cannot use that proxy to vote common shares directly at the Meeting - the proxy must be returned to Broadridge well in advance of the Meeting in order to have the common shares voted.

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Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of their Intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the Intermediary and vote their common shares in that capacity.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert his or her name (or the name of the person that the NOBO wants to attend and vote on the NOBO’s behalf) in the space provided on the VIF and return it to the Company or its transfer agent. If the Company receives a written request that the NOBO or its nominee be appointed as proxyholder, if management is holding a proxy with respect to common shares beneficially owned by such NOBO, the Company will arrange, without expense to the NOBO, to appoint the NOBO or its nominee as proxyholder in respect of those common shares. Under NI 54-101, unless corporate law does not allow it, if the NOBO or its nominee is appointed as proxyholder by the Company in this manner, the NOBO or its nominee, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. If the Company receives such instructions at least one business day before the deadline for submission of proxies, it is required to deposit the proxy within that deadline, in order to appoint the NOBO or its nominee as proxyholder. If a NOBO requests that the NOBO or its nominee be appointed as proxyholder, the NOBO or its appointed nominee, as applicable, will need to attend the meeting in person in order for the NOBOs vote to be counted.

NOBOs that wish to change their vote must in sufficient time in advance of the Meeting contact their Intermediary to arrange to change their vote. NOBOs should carefully follow the instructions of their Intermediaries, including those regarding when and where to complete the VIF’s that are to be returned to their Intermediaries.

Should an objecting beneficial owner (an “OBO”) wish to attend and vote at the Meeting in person, the OBO should insert his or her name (or the name of the person the OBO wants to attend and vote on the OBO’s behalf) in the space provided for that purpose on the request for voting instructions form and return it to the OBO’s Intermediary or send the Intermediary another written request that the OBO or its nominee be appointed as proxyholder. The Intermediary is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or its nominee as proxyholder in respect of the OBO’s common shares. Under NI 54-101, unless corporate law does not allow it, if the Intermediary makes an appointment in this manner, the OBO or its nominee, as applicable, must be given authority to attend, vote and otherwise act for and on behalf of the Intermediary (who is the registered shareholder) in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. An Intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint the OBO or its nominee as proxyholder. If an OBO requests that an Intermediary appoint the OBO or its nominee as proxyholder, the OBO or its appointed nominee, as applicable, will need to attend the meeting in person in order for the OBOs vote to be counted.

OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the completed request for voting instructions is to be delivered. Only registered shareholders have the right to revoke a proxy. OBOs who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set out above.

Shareholders with questions respecting the voting of shares held through an Intermediary should contact that Intermediary for assistance.

All references to shareholders in this Information Circular and the form of proxy and Notice are to shareholders of record unless specifically stated otherwise.

NOTE TO NON-OBJECTING BENEFICIAL OWNERS

The Meeting Materials are being sent to both registered shareholders and NOBOs. If you are a NOBO, and the Company or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of common shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting

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Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of common shares without par value.

The Company has fixed the close of business on March 10, 2023 as the record date (the “Record Date”) for the purposes of determining shareholders entitled to receive the Notice and vote at the Meeting. As at the Record Date, 44,833,038 common shares were issued and outstanding. At a general meeting of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each common share of which he, she or it is the holder. The Company has no other classes of voting securities.

In accordance with the provisions of the Business Corporations Act (British Columbia), the Company will prepare a list of the holders of common shares on the Record Date. Each holder of common shares named on the list will be entitled to vote the common shares shown opposite his, her or its name on the list at the Meeting.

To the knowledge of the directors and senior officers of the Company, no persons or company beneficially owns, directly or indirectly or exercises control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company, other than the following:

Name	No. of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Outstanding Common Shares
Aurion Resources Ltd.	8,000,000	17.84%

The above information was provided by management of the Company and the Company’s registrar and transfer agent as of the Record Date.

QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS

Under the Company’s Articles, the quorum for the transaction of business at a meeting of shareholders is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued common shares entitled to be voted at the Meeting. A simple majority of the votes of those shareholders who are present and vote either in person or by proxy at the Meeting is required in order to pass an ordinary resolution. A majority of two-thirds of the votes of those shareholders who are present and vote either in person or by proxy at the Meeting is required to pass a special resolution. There are no special resolutions proposed at this Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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

PROPOSED ACQUISITION OF BLACKROCK METALS INC.

On December 13, 2022 the Company entered into an arm’s length share exchange agreement with BlackRock Metals Inc. (“BlackRock”) and the shareholders of BlackRock (the “Share Exchange Agreement”) pursuant to which the Company proposes to acquire all of the outstanding shares of BlackRock in exchange for shares of the Company (the “Transaction”). The Transaction will constitute a reverse takeover of the Company. Upon completion of the Transaction, BlackRock will become a wholly owned subsidiary of the Company. The Company will continue to trade on the TSX Venture Exchange (the “TSXV”) under the name “Strategic Resources Inc.”.

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In conjunction with the Transaction, the Company intends to (i) complete a consolidation of all of its issued and outstanding shares on the basis of one (1) new share for every six (6) existing shares, (ii) complete concurrent financings to raise $14,000,000; and (iii) appoint new directors to the Company’s Board of Directors (the “Board”). All references herein to “Resulting Issuer” refer to the Company after completion of the Transaction.

As the Transaction will amount to a reverse take-over pursuant to policy 5.2 of the TSXV Corporate Finance Manual (the “TSXV Policy”), the Company will be required to obtain its shareholders’ approval. It is proposed shareholder approval to the Transaction will be obtained by way of consent resolution, prior to the Meeting, based on disclosure contained a Filing Statement, to be prepared and filed on SEDAR, in the form prescribed by the TSXV. Certain other matters, including changes to management of the Company and the share consolidation will be affected by way of directors’ resolutions. At the Meeting, shareholders will be asked to approve the expansion of the Company’s Board of Directors, the adoption of new equity incentive plans, the grant of certain restricted share units, and the appointment of new auditors, conditional upon closing of the Transaction.

STATEMENT OF EXECUTIVE COMPENSATION

For the purpose of this Information Circular:

“ CEO ” 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 ” 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; and

“ Named Executive Officer ” or “ NEO ” means: (a) a CEO; (b) a CFO; (c) the Company’s most highly compensated executive officers, including any of the Company’s subsidiaries, or the 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 and whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , 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, nor acting in a similar capacity at the end of the most recently completed financial year.

As at the financial years ended December 31, 2022 and 2021, the Company had two Named Executive Officers, namely Scott Hicks, CEO, and Martin Rip, CFO.

All dollar amounts referenced herein are Canadian Dollars unless otherwise specified.

Oversight and Description of Director and Named Executive Officer Compensation

The Company provides a blend of base salaries, bonuses and equity incentive components in the form of stock options to further align the interests of management with the interests of the Company’s shareholders.

The Company’s board of directors (the “Board”) does not presently have a Compensation Committee. When determining compensation policies and individual compensation levels for the Company’s executive officers, the Company takes into consideration a variety of factors, including the overall financial and operating performance of the Company, and the Board’s overall assessment of:

(a) each executive officer’s individual performance and contribution towards meeting corporate objectives;
(b) each executive officer’s level of responsibility,
(c) each executive officer’s length of service; and
(d) industry comparables.

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Base Salary - Fees

Base salary and consulting fee levels reflect the fixed component of pay that compensates executives for fulfilling their roles and responsibilities and assists in the attraction and retention of highly qualified executives. Base salaries are reviewed annually to ensure they reflect each respective executive’s performance and experience in fulfilling his or her role and to ensure executive retention. For the fiscal years ended December 31, 2021 and 2022, base salaries were set at below industry standard levels to make more capital available for development of the Company’s business. Compensation may be made up with the provision of stock options or year-end bonuses (see below for description). Salary and consulting fee levels will be reviewed and revised as the Company grows.

Bonuses

The second component of executive officers’ compensation is cash bonuses. Based on recommendations from the directors or management, the Board may grant executive officers cash bonuses. In general, the performance criteria and objectives considered by the Board for determining the availability of such bonuses include the Company’s corporate performance generally and each executive officer’s role in the progress of the Company’s mineral projects or corporate advancement. Bonuses aggregating $20,000 were granted to NEOs during the fiscal year ended December 31, 2021, and bonuses aggregating $12,500 were granted to NEOs during the fiscal year ended December 31, 2022.

Stock Options

Performance-based incentives are also granted by way of stock options. The awards are intended to align executive interests with those of shareholders by tying compensation to share performance and to assist in retention through vesting provisions.

In determining the number of stock options to be granted to the executive officers and directors, the Board takes into account the number of stock options, if any, previously granted to each executive officer and director and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV.

The number of stock options granted to officers and directors is also dependent on each officer’s and director’s level of responsibility, authority and importance to the Company and to the degree to which such officer’s or director’s long-term contribution to the Company will be key to its long-term success.

In monitoring or adjusting the option allotments, the Board takes into account its own observations on individual performance (where possible), its assessment of individual contribution to shareholder value and previous option grants . The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. The Board makes these determinations subject to and in accordance with the provisions of the Company’s Stock Option Plan. During the fiscal year ended December 31, 2021, the Company granted 960,000 stock options to directors, officers, employees and consultants (160,000 to NEOs) at a weighted average exercise price of $0.35. No stock options were granted during the fiscal year ended December 31, 2022.

Director and Named Executive Officer Compensation

The following table (presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers) sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently completed financial years ended December 31, 2022, excluding compensation securities.

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Table of Compensation excluding Compensation Securities

Name and position	Year	Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees	Value of perquisites	Value of all other compensation	Total compensation
		($)	($)	($)	($)	($)	($)
Scott Hicks1 CEO and Director Martin Rip CFO Michael Moore Director Timo Mäki Director Mark Serdan Director	2022 2021	108,0002 108,0002	10,0002 12,5002	nil nil	nil nil	nil nil	118,000 120,500
	2022 2021	84,000 84,000	2,500 7,500	nil nil	nil nil	nil nil	86,500 91,500
	2022 2021	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
	2022 2021	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
	2022 2021	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

Mr. Hicks does not receive any remuneration from the Company pertaining specifically to his role as director.
Amounts reflect fees paid to Into the Blue Management Inc., a company owned by Mr. Hicks, for the provision of Mr. Hicks as CEO.

Stock Options and Other Compensation Securities

The only compensation securities available to be issued or granted by the Company to its NEOs and directors during the financial years ended December 31, 2022 and 2021 were incentive stock options under the Company’s Stock Option Plan.

No compensation securities were granted or awarded to any NEO or director during the year ended December 31, 2022.

Exercise of Compensation Securities by Directors and NEOs

The following table discloses each exercise by a director or NEO of compensation securities during the financial year ended December 31, 2022:

Name and position	Type of compen- sation security	Number of underlying securities exercised	Exercise price per security	Date of Exercise	Closing price per security on date of exercise	Difference between exercise price and closing price on date of exercise	Total value on exercise date
		(#)	($)		($)	($)	($)
Scott Hicks CEO and Director	Stock Options	220,000	0.25	Nov. 15/22	0.255	0.005	1,100
Michael Moore Director	Stock Options	240,000	0.25	Nov. 15/22	0.255	0.005	1,200
Martin Rip CFO	Stock Options	56,000	0.25	Nov. 23/22	0.255	0.005	280

No stock options were exercised during the year ended December 31, 2021.

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Stock Option Plans and Other Incentive Plans

During the fiscal years ended December 31, 2022 and 2021, the Company had in place a “rolling” stock option plan (the “Stock Option Plan”).

The Board recently adopted a new 10% rolling stock option plan (the “New SO Plan”) to replace the Stock Option Plan. The New SO Plan was adopted in order to comply with the TSXV’s updated policy regarding equity compensation plans. In addition, the Board recently adopted a new RSU/DSU Plan to allow for the issuance of restricted share units (“RSUs”) and deferred share units (“DSUs”) in order to comply with its obligations under the proposed Transaction with BlackRock. The New SO Plan and the RSU/DSU Plan (jointly, the “New Plans”) will together form the basis for the Company’s incentive equity compensation going forward. For details of the New Plans, see “ Particulars of Matters to be Acted Upon – Approval of New Incentive Compensation Plans ” below.

The Company has no other form of compensation plan under which equity securities of the Company are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

Compensation Risk Management and Mitigation

The Board has considered the implications of the risks associated with, and is responsible for setting and overseeing, the Company’s compensation policies and practices. The Board does not provide specific monitoring and oversight of compensation policies and practices, but does review, consider and adjust these matters annually. The Company does not use any specific practices to identify and mitigate compensation policies that could encourage a Named Executive Officer or individual at a principal business unit or division to take inappropriate or excessive risks. These matters are dealt with on a case-by-case basis. The Company currently believes that none of its policies encourage its Named Executive Officers to take such risks. The Company has not identified any risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

The Company does not currently have an anti-hedging policy in place for directors, officers or employees and such persons may therefore purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, units of exchange funds, puts, calls or other derivative securities that are designed to hedge or offset a decrease in market value of equity securities of the Company. The Board will assess the need and consider implementing such a policy in the future, if warranted.

Given the evolving nature of the Company’s business, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Employment, Consulting and Management Agreements

Effective August 12, 2021, the Company entered into a consulting agreement with Into the Blue Management Inc., a consulting company owned by Scott Hicks, pursuant to which Mr. Hicks agreed to provide services as CEO of the Company for a fee of $9,000 per month (the “ Hicks Agreement ”). The terms of the Hicks Agreement include provisions whereby, (i) upon termination by the Company, other than for breach of the contract, or by Mr. Hicks for “Good Reason,” a lump sum equal to 12 months remuneration is payable and (ii) for termination arising from a change of control a lump sum equal to 24 months remuneration is payable. Good Reason is defined as (i) any material adverse change (except temporarily during any period of physical or mental incapacity of the consultant) in the consultant’s status, position(s), authority, duties or responsibilities with the Company; or (ii) any material reduction of remuneration when compared to the consultant’s average total compensation for the previous two years. Termination during a “Change of Control Period” which triggers the change of control payment to the consultant is defined as a termination by the Company, or the consultant for Good Reason, during a 13-month period beginning one month before a change of control of the Company.

Effective August 12, 2021, the Company entered into an employment agreement with Martin Rip pursuant to which Mr. Rip agreed to provide services as CFO of the Company for a salary of $7,000 per month (the “ Rip Agreement ”). The terms of the Rip Agreement include provisions whereby, (i) upon termination by the Company, other than for breach of the contract, or by Mr. Rip for “Good Reason,” a lump sum equal to 12 months remuneration is payable and (ii) for termination arising from a change of control a lump sum equal to 24 months remuneration is payable. Good Reason is defined as (i) any material adverse change (except temporarily during any period of physical or mental

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incapacity of the employee) in the employee’s status, position(s), authority, duties or responsibilities with the Company; or (ii) any material reduction of remuneration when compared to the employee’s average total compensation for the previous two years. Termination during a “Change of Control Period” which triggers the change of control payment to the employee is defined as a termination by the Company, or the employee for Good Reason, during a 13-month period beginning one month before a change of control of the Company.

Other than the above agreements, there are no written employment contracts between the Company and any Named Executive Officer and there are no compensatory plan(s) or arrangement(s), with respect to the Named Executive Officers resulting from the resignation, retirement or any other termination of employment of an officer’s employment or from a change of a NEO’s responsibilities following a change in control, except as describe above.

Pension disclosure

The Company does not provide any form of pension to any of its directors or Named Executive Officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding the number of common shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the Stock Option Plan as at December 31, 2022:

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of Common Shares remaining available for future issuance under equity compensation plans1
	#	$	#
Equity compensation plans approved by securityholders	2,934,000	0.32	1,549,303
Equity compensation plans not approved by securityholders	n/a	n/a	n/a
Total	2,934,000	0.32	1,549,303

Based on 44,833,038 shares outstanding as of December 31, 2022.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the last completed financial year was any current director, executive officer or employee or any former director, executive officer or employee of the Company, or any proposed nominee for election as a director of the Company:

(a) indebted to the Company; or
(b) indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company,

other than routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The term “informed person” as defined in National Instrument 51-102 Continuous Disclosure Obligations means a director or executive officer of the Company, or any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution.

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To the knowledge of management of the Company, no informed person or nominee for election as a director of the Company, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction or in any proposed transaction during the 2021 or 2022 financial years which has materially affected or will materially affect the Company or any of its subsidiaries.

AUDIT COMMITTEE

Pursuant to the policies of the TSXV and the provisions of section 224 of the Business Corporations Act of British Columbia, the Company is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of the Company.

The Company must also, pursuant to the provisions of National Instrument 52-110 Audit Committees (“NI 52-110”), have a written charter, which sets out the duties and responsibilities of its audit committee. In providing the following disclosure, the Company is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers.

Audit Committee’s Charter

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board 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:

serve as an independent and objective party to monitor the Company’s financial reporting and internal control systems and review the Company’s financial statements;
review and appraise the performance of the Company’s external auditors; and
provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

Composition

The Committee is to be comprised of at least three directors as determined by the Board, the majority of whom are to be free from any relationship that, in the opinion of the Board, would reasonably interfere with the exercise of his or her independent judgment as a member of the Committee. At least one member of the Committee should have accounting or related financial management expertise. All members of the Committee that are not financially literate must work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements. The members of the Committee are to be elected by the Board at its first meeting following the annual shareholders’ meeting.

Meetings

The Committee will meet at least four times 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 and the external auditors in separate sessions.

Responsibilities and Duties

In addition to the foregoing, in performing its oversight responsibilities the Audit Committee shall:

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

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Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.
Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.
Review with management and the independent auditor significant related party transactions and potential conflicts of interest.
Pre-approve all non-audit services to be provided to the Company by the independent auditor.
Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.
Establish and review the Company’s procedures for the:
receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
Conduct or authorize investigations into any matters that the Audit Committee believes is within the scope of its responsibilities. The Audit Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of National Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of the Company.

Composition of the Audit Committee

The following were the members of the Company’s Audit Committee during the financial years ended December 31, 2021 and 2022:

Mark Serdan	Independent1	Financiallyliterate1
Michael Moore	Independent1	Financiallyliterate1
Scott Hicks	Not Independent1	Financiallyliterate1

As defined by NI 52-110.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is as follows:

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Michael Moore - is a British Columbia registered professional geologist with a B.Sc. geology degree (1989) from Carleton University Ottawa Ontario. He is also currently Vice-President Exploration of Precipitate Gold Corp., a mineral exploration company listed on the TSXV. By virtue of his public company and academic experience, Mr. Moore has had extensive exposure to exploration budgeting and accounting and has sufficient training in business and financial acumen to be considered financially literate.

Mark Serdan – has over 20 years’ experience working in the capital markets industry where he specialized in evaluating resource companies. He is currently the CFO of Aurion Resources Ltd. and was previously a Portfolio Manager for approximately 15 years at BMO Asset Management (7 years) and UBS Global Asset Management (8 years), where he was responsible for making investments in the resource sector and for managing the firms’ resource funds. He has an Honours Bachelor of Commerce degree and holds the Chartered Professional Accountant (CPA) and Chartered Accountant (CA) designations. In such roles, he has had experience with the review and understanding of the accounting principles relevant to public companies and interpreting and assessing the financial statements of public companies.

Scott Hicks – is a former investment banker working with RBC Capital Markets and BMO Capital Markets on their respective mining teams. He also served as VP Corporate Development and Communications of Anfield Gold Corp., which was acquired by Equinox Gold Corp. He currently serves as the VP Corporate Development and Communications of Lumina Gold Corp. and Luminex Resources Corp. Mr. Hicks is also currently a director of Atacama Copper Corporation. In such roles, he has had experience with the review and understanding of the accounting principles relevant to public companies and interpreting and assessing the financial statements of public companies.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees1	Tax Fees2	All Other Fees3
2022 2021	$65,000 $36,000	$19,000 $15,000	$11,000 $8,300	nil nil

Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.
Fees charged for tax compliance, tax advice and tax planning services.
Fees for services other than disclosed in any other column.

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CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) the Company is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and when necessary, implement such additional practices as it deems appropriate.

Board of Directors

The Board is currently comprised of four (4) directors, namely Scott Hicks, Timo Mäki, Michael Moore and Mark Serdan, all of whom will be standing for re-election as directors at the Meeting.

NI 58-101 suggests that the Board of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, NP 58-101 suggests that the Board should include a number of directors who do not have interests in either the company or the significant shareholder. Of the current directors, Timo Mäki, Michael Moore and Mark Serdan are considered by the Board to be “independent” within the meaning of NI 52-110. Mr. Hicks is not considered to be independent as he is the CEO of the Company, and therefore a member of management.

The independent directors exercise their responsibilities for independent oversight of management and meet independently of management whenever deemed necessary.

Each member of the Board understands that he is entitled, at the cost of the Company, to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances. No director found it necessary to do so during the financial years ended December 31, 2021 or 2022.

Directorships

None of the Company’s directors are currently directors of other reporting companies except as noted below:

Name of Director	Name of Other Reporting Issuer
Scott Hicks	Atacama Copper Corporation (TSX-V-ACOP)

Orientation and Continuing Education

New directors are briefed on the Company’s overall strategic plans, short, medium- and long-term corporate objectives, financials status, general business risks and mitigation strategies, and existing company policies. There is no formal orientation for new members of the Board. This is considered to be appropriate, given the Company’s size and current level of operations, the ongoing interaction amongst the directors and the low director turn-over. However, if the growth of the Company’s operations warrants it, it is possible that a formal orientation process would be implemented.

The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies, particularly in the natural resource sector. Board members are encouraged to communicate with management and auditors to keep themselves current

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with industry trends and developments and changes in legislation, with management’s assistance. The directors are advised that, if a director believes that it would be appropriate to attend any continuing education event for corporate directors, the Company will pay for the cost thereof. Board members have full access to the Company’s records. Reference is made to the table under the heading “Election of Directors” for a description of the current principal occupations of the members of the Board.

Ethical Business Conduct

The Board has adopted a written Code of Ethical Conduct (the “Code”) for its directors, officers and employees. As one measure to ensure compliance with the Code, the Board has also established a Whistleblower Policy which details complaint procedures for financial concerns. The full text of these policies is available free of charge to any person upon request to the Corporate Secretary of the Company at 410 – 625 Howe Street, Vancouver, British Columbia, V6C 2T6 (Telephone: (604) 646-1899).

In addition, as some of the directors of the Company also serve as directors and officers of other companies engaged in similar business activities, the Board must comply with the conflict of interest provisions of the British Columbia Business Corporations Act , as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke any such conflict.

Nomination of Directors

The Company’s management is continually in contact with individuals involved in the mineral exploration industry and public sector resource issuers. From these sources the Company has made numerous contacts and, in the event that the Company were in a position to nominate any new directors, such individuals would be brought to the attention of the Board. The Company conducts the due diligence, reference and background checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required and a willingness to serve.

Board Committees

The Company has only established one committee, being the Audit Committee. See “ Audit Committee ” above for details. All Board decisions are made by full board of director meetings or consent resolutions.

Assessments

Neither the Company nor the Board has determined formal means or methods to regularly assess the Board, its committees or the individual directors with respect to their effectiveness and contributions. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of any individual director are informally monitored by the other Board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

MANAGEMENT CONTRACTS

Management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Financial Statements

The consolidated financial statements of the Company for the years ended December 31, 2021 and 2022, the reports of the auditor, and related management discussion and analysis (together, the “financial statements”) will be placed before the Meeting for discussion. No formal action will be taken at the Meeting to approve the financial statements.

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B. 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 directors to be put forward for election at the Meeting will depend on whether the Transaction has been completed on or before the Meeting date. If the Transaction has not closed as of the Meeting date, shareholders will be asked to (i) re-elect Scott Hicks, Timo Mäki, Michael Moore and Mark Serdan, each current directors of the Company, (the “Current Board”), and (ii) conditional upon closing of the Transaction, elect each of Sean Cleary, Amyot Choquette, Kurt Wasserman, Scott Hicks, Michael Moore and Mark Serdan (the “Post-Transaction Board”) who will only become directors if and when the Transaction has completed.

Alternatively, if the Transaction has closed as of the Meeting date, to elect each of the six persons to comprise the Post-Transaction Board.

If the Transaction has not closed as of the Meeting date, shareholders will be asked to pass the following ordinary resolutions to re-elect the Current Board, and to appoint the Post-Transaction Board conditional upon the completion of the Transaction, substantially in the following form:

“ BE IT RESOLVED THAT:

the election of each of Scott Hicks, Timo Mäki, Michael Moore and Mark Serdan, individually and not as a slate, as a director of the Company to hold office until the earlier of (i) the next annual meeting of the shareholders, and (ii) the date on which the Transaction is completed, is hereby approved; and
subject to, and conditional upon, completion of the Transaction, the election of each of Sean Cleary, Amyot Choquette, Kurt Wasserman, Scott Hicks, Michael Moore and Mark Serdan, individually and not as a slate, as a director of the Company, to hold office until the next annual general meeting of the shareholders, or until his successor is duly elected or appointed, is hereby approved.”

If the Transaction has closed as of the Meeting date, shareholders will be asked to pass the following ordinary resolutions to appoint the Post-Transaction Board, substantially in the following form:

“ BE IT RESOLVED THAT the election of each of Sean Cleary, Amyot Choquette, Kurt Wasserman, Scott Hicks, Michael Moore and Mark Serdan individually and not as a slate, as a director of the Company, to hold office until the next annual general meeting of the shareholders, or until his successor is duly elected or appointed, is hereby approved.”

In the absence of instructions to the contrary, the proxyholders intend to vote the common shares represented by each Proxy, properly executed, FOR the above resolutions.

Management does not contemplate that any of the nominees comprising either of the Current Board or the PostTransaction Board will be unable to serve as a director. However, if that should occur for any reason prior to the Meeting, it is intended that the discretionary authority will be exercised by the proxyholders to vote the common shares represented by each Proxy, properly executed, FOR the election of any other person or persons in place of any nominee or nominees unable to serve, unless authority to do so with respect to the nominee or nominees unable to serve is withheld.

Information Concerning Nominees for the Current Board

The following table sets out required information regarding the persons nominated by Management for election as a director to the Current Board. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

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Name, Province/State and Country of Residence and Other Positions, if any, held with the Company	Date First Became a Director	Principal Occupation During Past Five Years	Number of Shares1
Scott Hicks2 Vancouver, B.C. CEO, Director	June 10, 2019	CEO of the Company since June 2019. VP Corporate Development and Communications of Anfield Gold Corp., Lumina Gold Corp. and Luminex Resources Corp., all mining companies; previously an Investment Banker with RBC Capital Markets, an investment bank.	1,084,000
Timo Mäki Tampere, Finland Director	June 10, 2019	Chief Geologist at the Pyhäsalmi Mine from 1988 to 2018; currently on the scientific advisory board of the K.H.Renlund Foundation and the EU Horizon 2020 project “Next.”	nil
Michael P. Moore2 Vancouver, B.C. Director	Sept. 7, 2016	Professional Geologist. Vice-President Exploration of Precipitate Gold Corp., a TSXV listed mineral exploration company.	1,140,000
Mark Serdan2 Oakville, Ontario Director	June 10, 2019	CFO of Aurion Resources Ltd., a TSXV listed mineral exploration company.	nil

Information as to voting shares beneficially owned or controlled, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
Member of Audit Committee.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

Information Concerning Nominees for the Post-Transaction Board

The following table sets out required information regarding the persons being put forward for election as directors on the Post-Transaction Board. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity, or in connection with the Transaction.

Name, Province/State and Country of Residence and Other Positions, if any, to be held with the Company	Date First Became a Director	Number of Shares
Sean Cleary1 Oakville, Ontario Chairman, CEO and Director	Not Applicable	nil
Amyot Choquette2 Lac Beauport, Québec Director	Not Applicable	nil
Kurt Wasserman2 New York, New York Director	Not Applicable	nil

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Name, Province/State and Country of Residence and Other Positions, if any, to be held with the Company	Date First Became a Director	Number of Shares
Scott Hicks2 West Vancouver, B.C. Executive VP Corporate Development and Director	June 10, 2019	1,084,000
Michael P. Moore1 Vancouver, B.C. Director	Sept. 7, 2016	1,140,000
Mark Serdan1 Oakville, Ontario Director	June 10, 2019	nil

Proposed member of the Resulting Issuer’s Audit Committee.
Proposed member of the Resulting Issuer’s Corporate Governance and Compensation Committee

Biographical Information of the Post-Transaction Board

The following is a description of the education and work experience of each member of the Post-Transaction Board who does not form part of the Current Board:

Sean Cleary, Proposed Chairman, CEO and Director

Mr. Cleary co-founded BlackRock Metals in 2008 and has significant experience in financing mining projects, mergers and acquisitions, corporate financing and scaling up companies. He was Executive Chairman & Head of Corporate Development of Groupworks Financial Corp., (now People Corporation), Senior Vice-President of Quest Capital (now Sprott Resource Corp.) and co-founder and Chief Financial Officer of Caratax Management Ltd., a Canadian mining fund. He also served as director of private and public companies. He holds an MBA from the Richard Ivey School of Business and a Bachelor of Arts Degree (History) from the University of Western Ontario.

Amyot Choquette, Proposed Director

Mr. Choquette currently serves as the Senior Director, Investments, at Ressources Québec, a division of Investissement Québec that offers financial products for the mining, forest products and energy industries, since 2012. Prior to that, he held several positions from 2000 to 2011 at the Société Générale de Financement du Québec, where he carried out investments and financings in the mining and forest products industries. He also worked at the Fonds régional de Solidarité FTQ in the City of Québec from 1996 to 2000. Prior to his work in the investment and financing industry, he worked at Raymond Chabot Grant Thornton. Mr. Choquette is a graduate of Université Laval (B.A.A. – 1991) and has been a CPA CA since 1993.

Kurt Wasserman, Proposed Director

Mr. Wasserman currently serves as an Investment Manager at Orion Resource Partners. Prior to joining Orion, he worked at Rothschild & Co in the firm’s Metals & Mining Investment Banking group. Mr. Wasserman earned his B.S. in International Economics from Georgetown University.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

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

For the purposes hereof, the term “order” means:

(a) a cease trade order;
(b) an order similar to a cease trade order; or
(c) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days.

Other than as stated below under the heading “CCAA Proceedings”, no proposed director:

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

Except as disclosed herein, no proposed director has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

CCAA Proceedings

On December 23, 2021, BlackRock obtained an Initial Order from the Superior Court of Québec (Commercial Division) and initiated proceedings pursuant to the Companies’ Creditors Arrangement Act (the “CCAA Proceedings”).

In connection with the CCAA Proceedings, BlackRock entered into a purchase and sale agreement (“Purchase Agreement”) with its two shareholders, Investissement Québec, and OMF Fund II H. Ltd. (jointly, the “Secured Lenders”), pursuant to which (i) the Secured Lenders would become the owners of BlackRock, credit bidding the existing obligations owed to the Secured Lenders in exchange for 100% of the equity of BlackRock, and (ii) reorganization transactions pursuant to which liabilities and assets of BlackRock that the Secured Lenders did not purchase or assume would be transferred to a new company which was subsequently bankrupted.

On May 31, 2022, the Court issued an Approval and Vesting Order approving the Purchase Agreement and the reorganization transactions contemplated under the Purchase Agreement. Upon closing of the Purchase Agreement on June 2, 2022, BlackRock exited the CCAA process keeping its important environmental permits and material contracts for development of the BlackRock Project intact.

On June 2, 2022, BlackRock entered into a credit agreement with the Secured Lenders to fund the on-going expenses of BlackRock (the “Credit Agreement”).

Sean Cleary, Amyot Choquette and Kurt Wasserman were directors of BlackRock prior to and during the CCAA Proceedings.

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C. Appointment of Auditors

The Company’s current auditor is BDO Canada LLP, Chartered Professional Accountants. The auditors for BlackRock are KPMG LLP, Chartered Professional Accountants. The auditors to be put forward for appointment at the Meeting will depend on whether the Transaction has been completed on or before the Meeting date. If the Transaction has not closed as of the Meeting date, shareholders will be asked to (i) re-appoint BDO Canada LLP, Chartered Professional Accountants as auditors of the Company for the financial year ending December 31, 2023 and to authorize the directors to fix the auditors’ remuneration, and (ii) conditional upon closing of the Transaction, appoint KPMG LLP, Chartered Professional Accountants as auditors of the Company for the financial year ending December 31, 2023 and to authorize the directors to fix the auditors’ remuneration, who will only become the Company’s auditors if and when the Transaction has completed.

Alternatively, if the Transaction has closed as of the Meeting date, to , appoint KPMG LLP, Chartered Professional Accountants as auditors of the Company for the financial year ending December 31, 2023 and to authorize the directors to fix the auditors’ remuneration.

Unless such authority is withheld, the persons named in the proxy intend to vote for the re-appointment of BDO Canada LLP and/or appointment of KPMG LLP, Chartered Professional Accountants, in the manner set out above, as auditors of the Company for the financial year ending December 31, 2023 and to authorize the directors to fix the auditors’ remuneration.

D. Approval of Incentive Compensation Plans

Background

The Company previously had in place a “rolling” stock option plan pursuant to which the Company was authorized to grant stock options of up to 10% of its issued and outstanding shares, from time to time. Effective February 27, 2023 the Company’s Board adopted both a new stock option plan (the “New SO Plan”) and a new restricted share unit (“RSU”) and deferred share unit (“DSU”) incentive compensation plan (the “RSU/DSU Plan”). Each of these new incentive compensation plans have been reviewed and approved by the TSXV, but remain subject to the approval by the Company’s shareholders. Complete copies of the New SO Plan and RSU/DSU Plan (jointly, the “New Plans”) are attached to this Information Circular as Schedule “A” and “B” respectfully. Shareholders are encouraged to review the New Plans in their entirety. Certain capitalized terms used in this summary, which are not defined, have the meanings as ascribed thereto in the New Plans.

Material Terms of the New Plans

The Board will be able to grant share purchase options (“Options”) under the New SO Plan, and to grant RSU or DSU awards (“Awards”) under the RSU/DSU Plan as a means to provide incentives to directors, officers, employees and consultants of the Company and its subsidiaries. In determining the number of incentives to be granted to each person, the Company will take into account (i) the level of responsibility of the person, (ii) his or her impact or contribution to the longer-term operating performance of the Company, (iii) the number of incentives, if any, previously granted to each person, and (iv) the exercise price or vesting criteria of any outstanding incentives to ensure that the interests of the individuals are closely aligned with the interests of shareholders.

The New SO Plan provides that:

All directors, officers, employees, consultants and certain charities are eligible to be granted Options under the New SO Plan. Eligibility to participate does not confer on any person any right to be granted Options pursuant to the New SO Plan. The extent to which any person is entitled to receive a grant of an Option, and the terms thereof, will be determined in the sole and absolute discretion of the Board.
All Options are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined in the sole and absolute discretion of the Board, subject to such limitations provided in the New SO Plan, and will be evidenced by an Option agreement.
No Options granted under the New SO Plan or any right thereunder or in respect thereof shall be transferable or assignable (other than upon the death of the Option holder).

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The maximum number of shares which can be realized upon the exercise of all Options, together with all Awards under the RSU/DSU Plan, collectively, will be 10% of the Company’s issued and outstanding shares, at the time of each Option grant.
The exercise price of Options will be determined by the Board in its sole discretion, but shall not be less than the minimum price for Options permitted by the TSXV.
The term of Options will be fixed by the Board at the time such Options are granted, provided that Options will not be permitted to exceed a term of ten years.
The following limits are placed on the number of Options which may be granted unless otherwise permitted pursuant to Exchange Policies:
(i) unless disinterested shareholder approval is obtained, the maximum aggregate number of Shares that may be issuable to any one Option holder pursuant to all Options and Awards granted or issued within any 12 month period may not exceed 5% of the outstanding Shares calculated on the date of grant of any Options;
(ii) unless disinterested shareholder approval is obtained, the maximum aggregate number of Shares that may be issuable to Insiders (as a group) pursuant to all Options and Awards granted or issued within any 12 month period may not exceed 10% of the outstanding Shares calculated on the date of grant of Options;
(iii) unless disinterested shareholder approval is obtained, the maximum aggregate number of Shares that may be issuable to Insiders (as a group) pursuant to all Options and Awards granted or issued may not exceed 10% of the outstanding Shares at any point in time;
(iv) the maximum aggregate number of Shares that may be issuable to any consultant pursuant to all Options and Awards granted or issued within any 12 month period may not exceed 2% of the outstanding Shares calculated on the date of grant of any Options;
(v) the maximum aggregate number of Shares that may be issuable to all eligible charitable organizations must not exceed 1% of the outstanding Shares, calculated as at the date of grant of any Options; and
(vi) the maximum aggregate number of Shares that may be issuable to all investor relations services providers pursuant to Options granted or issued within any 12 month period may not exceed 2% of the outstanding Shares calculated on the date of grant of any Options; and investor relations services providers may not receive any security based compensation other than Options.
Options shall terminate at the earliest of the following dates:
(i) the termination date specified for such Options in the agreement governing such Options;
(ii) where the Option holder’s position as an Employee, Consultant, Director, Officer or Management Company Employee is terminated for just cause, the date of such termination for just cause;
(iii) where the Option holder’s position as a Director, Officer or Management Company Employee is terminated for a reason other than his disability, death, or termination for just cause, 90 days after such date of termination;
(iv) where the Option holder’s position as an Employee or Consultant is terminated for a reason other than the his disability, death, or termination for just cause, 30 days after such date of termination;
(v) where the Option holder’s position as an Employee, Consultant, Director or Officer is terminated as a result of the his death, such Options may be exercisable by such his heirs or executors for a period which shall not be less than three months and not more than six months from the date of death;
(vi) where the Option holder’s position as a Management Company Employee is terminated as a result of the death of the underlying employee, such Options may be exercisable by such employee’s heirs or executors for a period which shall not be less than three months and not more than six months from the date of death;
(vii) where the Option holder is an Eligible Charitable Organization, the Options shall terminate the 90th day following the date the Option holder ceases to be an Eligible Charitable Organization;
(viii) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of the New SO Plan; and

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(ix) the date specified for such termination in the event of a take-over of the Company.
Option holders have the right to exercise Options on a cashless or net exercise basis (see sections 7.4 and 7.5 of the attached New SO Plan).
Disinterested shareholder approval and TSXV approval must be obtained for virtually all changes to the New SO Plan or outstanding Options, including (i) any reduction in the exercise price of outstanding Options; (ii) any other amendment to the terms of outstanding Options; and (iii) to any amendment to the New SO Plan.
The number of shares subject to an Option will be subject to adjustment in the event of any consolidation, subdivision, conversion or exchange of the Company’s common shares.

The RSU/DSU Plan provides for the discretionary grant of restricted share units and deferred share units. For purposes of the RSU/DSU Plan:

A “restricted share unit” means a right granted to a participant by the Company as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied (which are typically time based) and which may provide that, upon vesting, the award may be paid in cash and/or shares of the Company.
A “deferred share unit” means a right granted to a participant by the Company as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Company on a deferred basis (which is typically after the earliest of the retirement, termination of employment or death of the participant), and which may provide that, upon vesting, the award may be paid in cash and/or shares of the Company.

The RSU/DSU Plan provides that:

All directors, officers, employees and consultants are eligible to participate in the RSU/DSU Plan (except persons involved in providing investor relations activities to the Company are not eligible to receive RSUs/DSUs). Eligibility to participate does not confer on any person any right to receive any grant of an Award pursuant to the RSU/DSU Plan. The extent to which any person is entitled to receive a grant of an Award will be determined in the sole and absolute discretion of the Board.
All Awards are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined in the sole and absolute discretion of the Board, subject to such limitations provided in the RSU/DSU Plan, and will generally be evidenced by an Award agreement. In addition, subject to the limitations of the RSU/DSU Plan and in accordance with applicable law, the Board may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any condition imposed with respect to Awards or shares issued pursuant to Awards.
No Awards granted under the RSU/DSU Plan or any right thereunder or in respect thereof shall be transferable or assignable (other than upon the death of the participant).
The maximum number of shares which can be realized upon the exercise of all Awards under the RSU/DSU Plan, together with all Options under the New SO Plan, collectively, will be 10% of the Company’s issued and outstanding shares, at the time of each Award grant.
The criteria for vesting of RSUs and DSUs under the RSU/DSU Plan, will be determined by the Board in its sole discretion, but must be in compliance with TSXV policies.
The number of Awards which may be granted is limited as follows:
(i) the number of Shares which may be reserved for issue pursuant to the RSU/DSU Plan together with the number of Shares which may be issued pursuant to the New SO Plan, to any one Person in any 12 month period shall not exceed in the aggregate 5% of the number of Shares issued and outstanding on a nondiluted basis on the date of grant unless disinterested shareholder approval has been received;
(ii) the number of Shares which may be reserved for issue pursuant to the RSU/DSU Plan together with the number of Shares which may be issued pursuant to the New SO Plan to all Insiders shall not exceed 10%

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of the number of Shares issued and outstanding on a non-diluted basis at any point in time unless disinterested shareholder approval has been received;

(iii) the number of Shares which may be reserved for issue pursuant to the RSU/DSU Plan together with the number of Shares which may be issued pursuant to the New SO Plan to all Insiders in any 12 month period shall not exceed in the aggregate 10% of the number of Shares issued and outstanding on a nondiluted basis on the date of grant unless disinterested shareholder approval has been received; and
(iv) the number of Shares which may be reserved for issue pursuant to the RSU/DSU Plan together with the number of Shares which may be issued pursuant to the New SO Plan to any one Consultant in any 12 month period shall not exceed 2% of the number of Shares issued and outstanding on a non-diluted basis on the date of grant.
Awards will terminate at the earliest of the following dates:
(i) the termination date specified for such Award in the applicable grant agreement;
(ii) where the holder’s position as an Employee, Consultant, Director, Officer or Management Company Employee is terminated for just cause, the date of such termination for just cause;
(iii) where the holder’s position as a Director, Officer or Management Company Employee terminates for a reason other than his disability, death, or termination for just cause, 90 days after such date of termination;
(iv) where the holder’s position as an Employee or Consultant terminates for a reason other than the his disability, death, or termination for just cause, 30 days after such date of termination;
(v) where the holder’s position as an Employee, Consultant, Director or Officer terminates as a result of the his death, such Awards may be exercisable by his heirs or executors for a period of not be less than three months and not more than six months from the date of death;
(vi) where the holder’s position as a Management Company Employee terminates as a result of the death of the underlying employee, such Awards may be exercisable by such employee’s heirs or executors for a period to be not less than three months and not more than six months from the date of death; or
(vii) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Award in violation of the RSU/DSU Plan.
RSUs shall become vested at such times, in such instalments and subject to such terms and conditions as may be set at the time of grant and as set forth in the applicable instrument of grant, and the conditions to vesting may be based on the holder’s continued employment. RSUs will also vest in accordance with the following terms, provided that the RSUs shall not vest within one year of the date of grant, except in the event of the death of the holder or if the holder ceases to be an “Eligible Person” in connection with a change of control, takeover bid, reverse takeover or similar transaction:
(a) upon the death of the holder, a pro rata number of the unvested RSUs credited to the holder, based on the portion of the applicable vesting period that has been completed as of the date of the death, will vest on the date of the holder’s death;
(b) upon the eligible retirement of the holder, a pro rata number of the unvested RSUs credited to the holder, based on the portion of the applicable vesting period that has been completed as of the date of the eligible retirement will vest on the date of such retirement;
(c) in the case of total disability of the holder, a pro rata number of the unvested RSUs credited to the holder, based on the portion of the applicable vesting period that has been completed as of the date of the total disability will vest within 60 days following the date on which the holder is determined to be totally disabled;
(d) unless otherwise specified in the particular grant agreement, in the case of termination without cause by the Company of a holder (other than eligible retirement), all unvested RSUs credited to the holder shall vest on the date of such termination; and
(e) where a holder is terminated for cause or where the holder has voluntarily terminated his/her employment or service with the Company, all unvested RSUs as at the date of such termination shall be immediately cancelled without liability or compensation therefor and be of no further force and effect.

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The vesting of deferred share units shall occur at such times, in such instalments and subject to such terms and conditions as may be determined by the Board and set forth in the applicable instrument of grant, provided that the DSUs shall not vest within one year of the date of grant except in the event of the death of the holder or the holder ceases to be an eligible person in connection with a change of control, takeover bid, reverse takeover or similar transaction.
To settle RSUs and DSUs, the Company shall, at the discretion of the holder, subject to the restrictions set forth in the RSU/DSU Plan, (i) issue to the holder from treasury the number of Shares that is equal to the number of vested RSUs and DSUs, as fully paid and non-assessable Shares, or (ii) deliver to the holder an amount in cash equal to the cash equivalent for the vested RSUs and DSUs, or (iii) any combination thereof.
Disinterested shareholder approval and TSXV approval must be obtained for virtually all changes to the RSU/DSU Plan or outstanding Awards, including:
(a) any amendment extending the term of an Award beyond its original expiry date except as otherwise permitted by the RSU/DSU Plan;
(b) any amendment extending eligibility to participate in the plan to persons other than “Eligible Persons” as defined in the RSU/DSU Plan;
(c) any amendment permitting the transfer of Awards, other than for normal estate settlement purposes or to a trust governed by a RRSP, TFSA, or similar plan;
(d) any amendment increasing the maximum aggregate number of Shares that may be subject to issue at any given time in connection with Awards granted under the plan;
(e) any amendment to the amendment provisions;
(f) any amendments to the vesting provision of the plan or any Award; and
(g) any other amendment required to be approved by shareholder under applicable law or rules of the TSXV.
The number of common shares subject to an Award will be subject to adjustment in the event of any consolidation, subdivision, conversion or exchange of the Company’s common shares.

The above are summaries only of the New Plans, and subject to the full terms and provisions of the New Plans, as set forth in Schedules A and B attached hereto. Shareholders are encouraged to review the New Plans in their entirety.

A four month hold period (commencing on the date an Award is granted) is required for all Awards granted to insiders of the Company or granted at any discount to the Market Price (as defined in TSXV Policy 1.1). Notice of all Awards granted under the New Plans must be given to the TSXV at the end of each calendar month in which such Awards are granted. Any amendments to the New Plans must also be approved by the TSXV and, if necessary, by the shareholders of the Company prior to becoming effective.

Shareholder Approval of the New SO Plan

At the Meeting, shareholders will be asked to approve the following ordinary resolution, which must be approved by at least a majority of the votes cast by shareholders represented in person or by proxy at the Meeting who vote in respect of the resolution:

“RESOLVED, as an ordinary resolution of the shareholders of Strategic Resources Inc. (the “Company”), that:

The Company’s Stock Option Plan (the “New SO Plan”), a copy of which is attached to and forms a part of the Company’s Information Circular dated March 10, 2023, be and is hereby ratified, confirmed and approved, subject to the acceptance of the New SO Plan by the TSX Venture Exchange (the “TSXV”);
The board of directors of the Company be authorized in its absolute discretion to administer the New SO Plan and amend or modify the New SO Plan in accordance with its terms and conditions and with the policies of the TSXV;

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The grant of stock options under the New SO Plan, in accordance with its terms, be and is hereby approved; and
Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the New SO Plan required by the TSXV or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the New SO Plan.”

Disinterested shareholder approval of the foregoing resolution will be required, and consequently any shareholder who may be entitled to receive an Award under the New SO Plan will be disqualified from voting on such resolution.

The form of the resolutions set forth above is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the resolutions.

Shareholder Approval of the RSU/DSU Plan

At the Meeting, shareholders will also be asked to approve the following ordinary resolution, which must be approved by at least a majority of the votes cast by shareholders represented in person or by proxy at the Meeting who vote in respect of the resolution:

“RESOLVED, as an ordinary resolution of the shareholders of the Company that:

The Company’s Restricted Share Unit and Deferred Share Unit Incentive Compensation Plan (the “RSU/DSU Plan”), a copy of which is attached to and forms a part of the Company’s Information Circular dated March 10, 2023, be and is hereby ratified, confirmed and approved, subject to the acceptance of the RSU/DSU Plan by the TSX Venture Exchange (the “TSXV”);
The board of directors of the Company be authorized in its absolute discretion to administer the RSU/DSU Plan and amend or modify the RSU/DSU Plan in accordance with its terms and conditions and the policies of the TSXV;
The grant of awards under the RSU/DSU Plan, in accordance with its terms, be and is hereby approved; and
Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the RSU/DSU Plan required by the TSXV or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the RSU/DSU Plan.”

The form of the resolutions set forth above is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the resolutions.

Shareholder Approval of Specific RSUs

Pursuant to the Transaction, a total of 2,256,609 RSU’s have been issued (if the Transaction has closed as of the Meeting date) or will be issued (if the Transaction has not closed as of the Meeting date) to Sean Cleary, CEO (as to 1,579,626 RSUs) and Dan Nir, CFO (as to 676,983 RSUs). The RSUs vest as to one-half on July 1, 2023 and the balance on July 1, 2024. At the Meeting, shareholders will also be asked to approve the specific grant of the RSUs, by way of the following ordinary resolution, which must be approved by at least a majority of the votes cast by disinterested shareholders:

“RESOLVED, as an ordinary resolution of the disinterested shareholders of the Company that the grant of 2,256,609 RSU’s to Sean Cleary (as to 1,579,626 RSUs) and Dan Nir (as to 676,983 RSUs), effective and conditional upon closing of the Transaction as described in the Company’s Information Circular dated March 10, 2023, vesting as to one-half on July 1, 2023 and the balance on July 1, 2024, be and is hereby ratified, confirmed and approved.”

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The Board considers that the ability to grant incentives is an important component of its compensation strategy and is necessary to enable the Company to attract and retain qualified directors, officers, employees and consultants. The Board therefore recommends that shareholders vote “For” the resolutions approving the proposed New SO Plan and the RSU/DSU Plan. Unless otherwise instructed, the persons named in the enclosed form of Proxy will vote “IN FAVOUR” of the above resolutions.

OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information regarding the Company and its business activities is available on SEDAR at www.sedar.com under “Company Profiles – Strategic Resources Inc.”. The Company’s audited financial statements and management discussion and analysis (“MD&A”) for the financial year ended December 31, 2021 are available for review under the Company’s profile on SEDAR and the Company’s audited financial statements and MD&A for the financial year ended December 31, 2022 will be available for review under the Company’s profile on SEDAR prior to the Meeting date. Shareholders that wish to receive a copy of the Company’s financial statements and MD&A may do so by signing the enclosed financial statement request form and returning it to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1.

BOARD APPROVAL

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

DATED at Vancouver, British Columbia, this 10[th] day of March, 2023.

ON BEHALF OF THE BOARD

“ Scott Hicks ”

Scott Hicks Director and Chief Executive Officer

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SCHEDULE “A”

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STOCK OPTION PLAN

February 27, 2023

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PART I INTERPRETATION

1.1 Defined Terms. For the purposes of this Plan, the following terms shall have the following meanings:

“ Administrator ” has the meaning ascribed thereto in Section 3.1 hereof.

“ Affiliate ” has the meaning ascribed thereto in the Exchange Policies.

“ Applicable Laws ” means all legal requirements relating to the administration of stock option plans, if any, under applicable corporate laws, any applicable state or provincial securities laws, the rules and regulations promulgated thereunder, and the requirements of the Exchange, and the laws of any foreign jurisdiction applicable to Options granted to residents therein.

“ Board ” means the Board of Directors of the Corporation.

“ Blackout Period ” means a period during which an Optionee is restricted by the Corporation from trading in the Corporation's securities pending the dissemination of previously undisclosed material information.

“ Cashless Exercise Right ” has the meaning set forth in Section 7.5 of this Plan.

“ Charitable Option ” means an Option or equivalent security granted by the Corporation to an Eligible Charitable Organization.

“ Charitable Organization ” has the meaning as ascribed thereto in the Tax Act.

“ Committee ” means a committee of the Board appointed in accordance with Section 3.2 hereof.

“ Corporation ” means Strategic Resources Inc. and its Affiliates.

“ Consultant ” means, in relation to the Corporation, an individual (other than an Employee or a Director of the Corporation) or company, that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation, other than services provided in relation to a distribution of securities,
(ii) provides the services under a written contract between the Corporation or an Affiliate and the individual or the company, as the case may be;
(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate; and
(iv) has a relationship with the Corporation or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Corporation.

“ Date of Grant ” means the date on which a grant of an Option is effective.

“ Director ” means a director (as defined under Securities Laws) of the Corporation or any of its subsidiaries.

“ Disability ” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months which causes an individual to be unable to engage in any substantial gainful activity.

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“ Discounted Market Price ” has the meaning ascribed thereto in the Exchange Policies.

“ Disinterested Shareholder Approval ” has the meaning attributed or used in Exchange Policy 4.4, as the circumstances require.

“ Eligible Charitable Organization ” means:

(i) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation, or
(ii) a Registered National Arts Services Organization.

“ Eligible Persons ” means those Persons who are eligible to be granted Options under this Plan.

“ Employee ” means:

(i) an individual who is considered an employee of the Corporation or its subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);
(ii) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Corporation 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 Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source;

whether or not they have a written employment contract with the Corporation or a subsidiary, determined by the Board as employees eligible for participation in this Plan.

“ Equity Incentive Plan ” means any Securities Based Compensation or incentive plan or mechanism involving the issuance or potential issuance of securities of the Corporation from treasury, and specifically includes the RSU/DSU Plan.

“ Exchange ” means the TSX Venture Exchange, or any other stock exchange on which the Corporation’s Shares are listed for trading.

“ Exchange Policies ” mean the policies set forth in the Exchange’s Corporate Finance Manual, as amended from time to time.

“ Guardian ” means the guardian, if any, appointed for an Optionee.

“ Insider ” means:

(i) a director or senior officer of the Corporation;
(ii) a director or senior officer of an entity that is itself an insider or subsidiary of the Corporation;
(iii) a Person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Corporation carrying more than 10% of the voting rights attached to all the Corporation’s outstanding voting securities, excluding, for the purpose of the calculation of the

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percentage held, any securities held by the Person as underwriter in the course of a distribution; or

(iv) the Corporation if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security.

“ Investor Relations Activities ” has the meaning ascribed thereto in the Exchange Policies.

“ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities, and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

“ Management Company Employee ” means an individual employed by a Company providing management services to the Corporation (other than Investor Relations Activities), which are required for the ongoing successful operation of the business of the Corporation.

“ Net Exercise Right ” has the meaning ascribed to it in section 7.4 of this Plan.

“ Officer ” means an officer (as defined under Securities Laws) of the Corporation or any of its subsidiaries.

“ Option ” means an option to purchase Shares granted pursuant to the provisions of this Plan.

“ Option Agreement ” means a written agreement between the Corporation and an Optionee, specifying the terms of the Option being granted to the Optionee under this Plan, which may be in the form set out in Schedule “A” hereto.

“ Option Price ” means the price at which an Option to purchase Shares is exercisable.

“ Optionee ” means the recipient of an Option granted by the Corporation.

“ Person ” means a natural person, firm, corporation, government, or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person.

“ Plan ” means this stock option plan of the Corporation, as amended from time to time.

“ Private Foundation ” has the meaning as ascribed thereto in the Tax Act.

“ Public Foundation ” has the meaning as ascribed thereto in the Tax Act.

“ Registered Charity ” has the meaning as ascribed thereto in the Tax Act.

“ Registered National Arts Services Organization ” has the meaning as ascribed thereto in the Tax Act.

“ RSU/DSU Plan ” means the Restricted Share Unit and Deferred Share Unit Incentive Compensation Plan of the Corporation, as amended and restated from time to time, adopted by the Board concurrently with the adoption of this Plan.

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

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“ Security Based Compensation ” has the meaning attributed or used in Exchange Policy 4.4.

“ Shares ” means the common shares without par value in the capital of the Corporation.

“ Successor ” means the legal heirs or personal representatives of the Optionee upon death, pursuant to a will or the laws of descent and distribution of the applicable jurisdictions.

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time.

“ Term ” means the period of time during which an Option is exercisable.

“ Terminating Event ” means:

(i) the dissolution or liquidation of the Corporation, or
(ii) a material change in the capital structure of the Corporation that is deemed to be a Terminating Event pursuant to Section 10.1 or 10.5 hereof.

“ VWAP ” means the volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the applicable date. Where appropriate, internal crosses and certain other special trades may be excluded from the calculation.

PART 2 ESTABLISHMENT AND PURPOSE OF THE PLAN

2.1 Establishment of the Plan. The Corporation hereby establishes this Plan to govern the grant, administration and exercise of Options which may be granted to eligible Optionees. The Plan is designed to be a “rolling” stock option plan under Exchange Policies, reserving at any one time, together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan adopted by the Corporation, a maximum of 10% of the issued Shares of the Corporation for the exercise of Options.

2.2 Principal Purposes. The principal purposes of this Plan are to provide the Corporation with the advantages of the incentive inherent in stock ownership on the part of Directors, Officers, Employees, Consultants, Management Company Employees and Eligible Charitable Organizations responsible for the continued success of the Corporation; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Corporation; to encourage such individuals to remain with the Corporation; and to attract new Directors, Officers, Employees and Consultants to the Corporation.

2.3 Benefit to Shareholders. This Plan is expected to benefit shareholders by enabling the Corporation to attract and retain personnel of the highest caliber by offering them an opportunity to share in any increase in value of the Shares resulting from their efforts.

PART 3 ADMINISTRATION

3.1 Board or Committee. This Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2 hereof. The Board or, if applicable, the Committee is hereinafter referred to as the “Administrator”.

3.2 Appointment of Committee. The Board may at any time appoint a Committee (which may be the Compensation Committee), consisting of not less than two of its members, to administer this Plan on behalf

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of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer this Plan.

3.3 Quorum and Voting. A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Part 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. Members of the Committee who are disinterested Persons to an action may vote on any matters affecting the administration of this Plan or the grant of Options pursuant to this Plan, except that no such member shall act upon the granting of an Option to himself (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee during which action is taken with respect to the granting of Options to him).

3.4 Powers of Administrator. Subject to the provisions of this Plan and any Applicable Laws, and with a view to effecting the purpose of this Plan, the Administrator shall have sole authority, in its absolute discretion, to:

(a) administer this Plan in accordance with its express terms;
(b) determine all questions arising in connection with the administration, interpretation, and application of this Plan, including all questions relating to the value of the Shares;
(c) correct any defect, supply any information, or reconcile any inconsistency in this Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of this Plan;
(d) prescribe, amend, and rescind rules and regulations relating to the administration of this Plan;
(e) determine the duration and purposes of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of this Plan;
(f) do the following with respect to the granting of Options:
(i) determine the Directors, Officers, Employees and Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan,
(ii) determine the terms and conditions of the Option Agreement to be entered into with any Optionee (which need not be identical with the terms of any other Option Agreement),
(iii) amend the terms and conditions of Option Agreements, provided the Administrator obtains:
- A. the consent of the Optionee, and
- B. if applicable, the approval of the Exchange and / or Disinterested Shareholder Approval,
(iv) determine when Options shall be granted,
(v) determine the Option Price of each Option, and
(vi) determine the number of Shares subject to each Option; and
(g) make all other determinations necessary or advisable for administration of this Plan.

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3.5 Administration by Administrator. All determinations made by the Administrator in good faith on matters referred to in Section 3.4 hereof shall be final, conclusive, and binding upon the Corporation and the relevant Optionee. The Administrator shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Administrator’s administration of this Plan shall in all respects be consistent with Exchange Policies.

3.6 Obtain Regulatory Approvals. In administering this Plan, the Administrator will obtain any regulatory approvals which may be required pursuant to all Applicable Laws. This Plan is subject to these approvals.

3.7 Annual Shareholder Approval. This Plan must receive approval of the Corporation’s shareholders annually at the Corporation’s annual general meeting. Evidence that the majority of the shareholders are in favour of a proposal to approve the Plan or any amendment thereto is not sufficient.

3.8 Disinterested Shareholder Approval. The Administrator must obtain Disinterested Shareholders’ Approval to any material amendment to this Plan, in accordance with Exchange Policies, including any (i) increase in the number of Options which may be granted under this Plan, (ii) any decrease in the exercise price of any options held by Insiders at the time of the proposed amendment, and (iii) any extension of the term of any Options held by Insiders at the time of the proposed amendment.

PART 4 ELIGIBILITY

4.1 General Eligibility. Options may be granted to an Eligible Charitable Organization or a Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or any subsidiary at the time the Option is granted. An Optionee shall not be precluded from being granted an Option solely because such Optionee may previously have been granted an Option under this Plan.

4.2 No Violation of Laws. No Option shall be granted to any Optionee unless the Administrator has determined that the grant of such Option and the exercise thereof by the Optionee will not violate any Applicable Laws.

4.3 Optionees to be Named. No Options shall be granted unless and until the Options have been allocated to a particular Optionee(s).

PART 5 SHARES SUBJECT TO THIS PLAN

5.1 Maximum Number of Shares Reserved Under Plan. The aggregate number of Shares which may be reserved for issuance pursuant to the exercise of Options granted under this Plan, together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan adopted by the Corporation, shall not exceed 10% of the Corporation’s issued and outstanding shares at the time of the grant. Such number of Shares is subject to adjustment in accordance with Part 10 hereof. Any Shares reserved for issuance pursuant to the exercise of stock options granted by the Corporation prior to this Plan coming into effect and which are outstanding on the date on which this Plan comes into effect shall be included in determining the number of Shares reserved for issuance hereunder as if such stock options were granted under this Plan. The terms of this Plan shall not otherwise govern such pre-existing stock options, which will remain subject to Exchange Policy 4.4.

5.2 Sufficient Authorized Shares to be Reserved. If the constating documents of the Corporation limit the number of authorized Shares, a sufficient number of Shares shall be reserved by the Board to satisfy the

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exercise of Options granted under this Plan. Shares that were the subject of Options that have expired or terminated may once again be subject to an Option granted under this Plan.

5.3 Disinterested Shareholder Approval. Unless Disinterested Shareholder Approval is obtained, under no circumstances shall this Plan, together with all of the Corporation’s other Equity Incentive Plans, result in or allow at any time:

(a) any individual Option grant that would result in any of the limitations set out in section 6.2 being exceeded; or
(b) any amendment to Options held by Insiders that would have the effect of decreasing the exercise price of such Options.

For purposes hereof, Options held by an Insider at any point in time that were granted to such Person prior to it becoming an Insider shall be considered Options granted to an Insider irrespective of the fact that the Person was not an Insider.

5.4 Number of Shares Subject to this Plan. Upon exercise of an Option, the number of Shares thereafter available under such Option shall decrease by the number of Shares as to which the Option was exercised; however the same number of Shares shall thereafter again be available for the purposes of this Plan.

5.5 Expiry of Option. If an Option expires or terminates for any reason without having been exercised in full, the un-purchased Shares subject thereto shall again be available for the purposes of this Plan.

5.6 Determining 10% Limit. In the event of a Cashless Exercise or Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Corporation, must be included in calculating the limits set forth in sections 5.1, 5.3 and 6.2 hereof.

PART 6 TERMS AND CONDITIONS OF OPTIONS

6.1 Option Agreement. Each Option shall be evidenced by an Option Agreement, which may contain such terms, not inconsistent with this Plan or any Applicable Laws, as the Administrator in its discretion may deem advisable; provided, that each Option Agreement shall contain the following terms:

(a) the number of Shares subject to purchase pursuant to such Option;
(b) the Date of Grant;
(c) the Term;
(d) the Option Price;
(e) the Option is not assignable or transferable; and
(f) such other terms and conditions as the Administrator deems advisable and are consistent with the purposes of this Plan.

6.2 Exchange Restrictions of Reservations. This Plan provides for the following limits on grants unless otherwise permitted pursuant to Exchange Policies:

(i) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Shares that may be issuable to any one Optionee (and where permitted pursuant to the Exchange Policies, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation

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granted or issued within any twelve (12) month period may not exceed 5% of the outstanding Shares calculated on the date of grant of any Options;

(ii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Shares that may be issuable to Insiders (as a group) pursuant to all Security Based Compensation granted or issued within any twelve (12) month period may not exceed 10% of the outstanding Shares calculated on the date of grant of any Options;
(iii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Shares that may be issuable to Insiders (as a group) pursuant to all Security Based Compensation may not exceed 10% of the outstanding Shares at any point in time;
(iv) the maximum aggregate number of Shares that may be issuable to any Consultant pursuant to all Security Based Compensation granted or issued within any twelve (12) month period may not exceed 2% of the outstanding Shares calculated on the date of grant of any Options;
(v) the maximum aggregate number of Shares that may be issuable to all Eligible Charitable Organizations must not exceed 1% of the outstanding Shares, calculated as at the date of grant of any Options; and
(vi) the maximum aggregate number of Shares that may be issuable to all Investor Relations Services Providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the outstanding Shares calculated on the date of grant of any Options; and Investor Relations Services Providers may not receive any Security Based Compensation other than Options.

Exercise Price. The Option Price shall not be less than the Discounted Market Price, provided that (i) if the Corporation has just been recalled for trading following a suspension or halt, the Corporation must wait until a satisfactory market has been established before setting the exercise price for and granting of the Options (generally ten days from the date of resumption of trading); (ii) a minimum price cannot be established unless the Options are allocated to particular Optionees; and (iii) if Options are granted within 90 days of a distribution of securities by way of a prospectus, the minimum exercise price of those Options will be the greater of the Discounted Market Price and the prospectus offering price (the 90 day period to be calculated from the date a final receipt is issued for the prospectus).

6.3 Maximum Term. Subject to section 6.4, the maximum Term of an Option granted shall be ten years from the Date of Grant.

6.4 Blackout Period. The Term of an Option shall be automatically extended if the expiry date falls within a Blackout Period provided that: (i) the Blackout Period is imposed by the Corporation pursuant to its internal trading polices as a result of the bona fide existence of undisclosed material information; (ii) the Blackout Period expires upon the general disclosure of such material information; (iii) the expiry date of the affected Options is extended to no later than ten (10) business days after the expiry of the Blackout Period; and (iv) such automatic extension is not applicable if the Corporation or Optionee is also subject to a cease trade order or similar trading restriction.

6.5 Vesting Schedule. No Option shall be exercisable until it has vested. The vesting schedule for each Option shall be specified by the Administrator at the time of grant of the Option prior to the provision of services with respect to which such Option is granted; provided, that if no vesting schedule is specified at the time of grant, the Option shall vest on the date it is granted.

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Notwithstanding the foregoing, for Options granted to Optionees who provide Investor Relations Activities and where no vesting schedule is specified at the time of grant, the Options shall vest according to the following schedule:

Vesting Period	Percentage of Total Option Vested
3 Months after Date of Grant	25%
6 Months after Date of Grant	50%
9 Months after Date of Grant	75%
12 Months after Date of Grant	100%

6.6 Acceleration of Vesting. The vesting of outstanding Options, other than Options granted to Optionees who provide Investor Relations Activities, may be accelerated by the Administrator at such times and in such amount as it may determine in its sole discretion.

6.7 Hold Periods.

(a) If required by Applicable Laws, any Options will be subject to a hold period expiring on the date that is four months and a day after the Date of Grant, and the Option Agreements and the certificates representing any Shares issued prior to the expiry of such hold period will bear a legend in substantially the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT]. ”

(b) In addition to any resale restrictions under any Applicable Laws, if the Option Price is set at a discount to the Market Price (as defined in Exchange Policies), or if Options are granted to Insiders or Consultants, the Option Agreements and the certificates representing any Shares realized on the exercise thereof will be subject to the Exchange Hold Period (as defined in Exchange Policy 1.1) and 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 MAY 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 THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].

6.8 Form for Non-Individuals. If a proposed Optionee is a corporation or is otherwise not an individual, it must provide the Exchange with a completed Schedule “A” to Exchange Form 4G – Certification and Undertaking Required from a Company Granted Security Based Compensation , or any amended or replacement form.

6.9 Bona Fide Optionee. By execution of an Option Agreement, the Optionee represents that he, she or it is a bona fide Director, Officer, Employee or Consultant, as the case may be. It will be the joint responsibility of the Corporation and the Optionee that the Optionee is and will remain a bona fide Employee, Consultant or Management Company Employee during such time as the Optionee holds any Options.

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PART 7 EXERCISE OF OPTION

7.1 Method of Exercise. Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Part 6 hereof, an Optionee may exercise an Option, prior to the expiry date thereof, by giving written notice thereof to the Corporation at its principal place of business or as otherwise indicated by the Corporation in writing.

7.2 Payment of Option Price. The notice described in Section 7.1 hereof shall be accompanied by full payment of the Option Price to the extent the Option is so exercised, and full payment of any amounts the Corporation determines must be withheld for tax purposes from the Optionee pursuant to the Option Agreement. Such payment shall be in lawful money (Canadian funds) in cash, wire transfer or certified cheque.

7.3 Issuance of Stock Certificate. As soon as practicable after exercise of an Option in accordance with Sections 7.1 and 7.2 hereof, the Corporation shall issue a stock certificate evidencing the Shares with respect to which the Option has been exercised. Upon due exercise of an Option, the Optionee shall be entitled to all rights to vote or receive dividends or any other rights as a shareholder with respect to such Shares.

7.4 Net Exercise Right. The Corporation may, but shall not be obligated to, offer an Optionee (other than an Investor Relations Service Provider) the right (the “ Net Exercise Right ”), in lieu of the right to exercise an Option, to terminate such Option in whole or in part by notice in writing delivered by the Optionee to the Corporation electing to exercise the Net Exercise Right and, in lieu of receiving the Shares (the “Option Shares”) to which such terminated Option relates, to receive the number of Shares, disregarding fractions, which is equal to the quotient obtained by:

(a) subtracting the applicable Option exercise price per Share from the VWAP per Share on the business day immediately prior to the exercise of the Net Exercise Right and multiplying the remainder by the number of Option Shares; and
(b) dividing the product obtained under subsection 7.4(a) by the VWAP per Share on the business day immediately prior to the exercise of the Net Exercise Right.

If a Optionee exercises a Net Exercise Right in connection with an Option, it is exercisable only to the extent and on the same conditions that the related Option is exercisable under this Plan.

Exercise of an Option by use of the Net Exercise Right, in each instance, is conditional upon consent of the Corporation, and the Board will not be obliged to allow for use of the Net Exercise Right or to provide reasons for not allowing use thereof. In particular, use of the Net Exercise Right is not available to Optionees who undertake Investor Relations Activities.

7.5 Cashless Exercise Right. The Corporation may, but shall not be obligated to, offer an Optionee the right (the “ Cashless Exercise Right ”), to exercise Options in whole or in part by notice in writing delivered by the Optionee to the Corporation electing to exercise the Cashless Exercise Right and, in lieu of making a cash payment of the full purchase price of the Shares being purchased (the “ Option Shares ”) the Corporation will, pursuant to an arrangement with a brokerage firm, have the brokerage firm (i) loan money to the Optionee to purchase the Shares underlying the Options, (ii) then sell a sufficient number of the Shares to cover the exercise price of the Options in order to repay the loan made to the Optionee, and (iii) deliver the balance of the Shares to the Optionee.

If an Optionee exercises a Cash Exercise Right in connection with an Option, it is exercisable only to the extent and on the same conditions that the related Option is exercisable under this Plan.

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Exercise of an Option by use of the Cashless Exercise Right, in each instance, is conditional upon consent of the Corporation, and the Board will not be obliged to allow for use of the Cashless Exercise Right or to provide reasons for not allowing use thereof. In particular, use of the Cashless Exercise Right is not available to Optionees who undertake Investor Relations Activities.

7.6 Monitoring Trading. An Optionee who performs Investor Relations Activities shall provide written notice to the Board of each of his trades of securities of the Company, within five business days of each trade.

PART 8 TRANSFERABILITY OF OPTIONS

8.1 Non-Transferable. Except as provided otherwise in this Part 8, Options are non-assignable and non-transferable.

8.2 Death of Optionee. If an Optionee should die while any Options remain outstanding in his name, such Options shall pass to the Successor of the Optionee and shall be exercisable by the Successor for a period to be determined by the Administrator, which shall not be less than three months and not more than six months from the date of death.

8.3 Disability of Optionee. If the engagement of an Optionee as an Employee or Consultant of the Corporation, or the position of an Optionee as a Director or Officer, is terminated by the Corporation by reason of such Optionee’s Disability, any Option held by such Optionee that could have been exercised immediately prior to such termination of employment shall be exercisable by such Optionee, or by his Guardian, for a period of 90 days following the termination of employment of such Optionee.

8.4 Vesting. Options held by a Successor or exercisable by a Guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

8.5 Majority Agreement. If two or more Persons constitute the Successor or the Guardian of an Optionee, the rights of such Successor or such Guardian shall be exercisable only upon the majority agreement of such Persons.

8.6 Deemed Non-Interruption of Employment. Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee’s right to re-employment with the Corporation is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee’s reemployment is not so guaranteed, then his or her employment shall be deemed to have terminated on the 91[st] day of such leave.

PART 9 TERMINATION OF OPTIONS

9.1 Termination of Options. To the extent not earlier exercised or terminated, an Option shall terminate at the earliest of the following dates:

(a) the termination date specified for such Option in the Option Agreement;
(b) where the Optionee’s position as an Employee, Consultant, Director, Officer or Management Company Employee is terminated for just cause, the date of such termination for just cause;

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(c) where the Optionee’s position as a Director, Officer or Management Company Employee terminates for a reason other than the Optionee’s Disability, death, or termination for just cause, 90 days after such date of termination;
(d) where the Optionee’s position as an Employee or Consultant terminates for a reason other than the Optionee’s Disability, death, or termination for just cause, 30 days after such date of termination;
(e) where the Optionee’s position as an Employee, Consultant, Director or Officer terminates as a result of the Optionee’s death, such Options may be exercisable by such Optionee’s heirs or executors for a period to be determined by the Administrator, which shall not be less than three months and not more than six months from the date of death;
(f) where the Optionee’s position as a Management Company Employee terminates as a result of the death of the underlying employee, such Options may be exercisable by such employee’s heirs or executors for a period to be determined by the Administrator, which shall not be less than three months and not more than six months from the date of death;
(g) where the Optionee is an Eligible Charitable Organization, the Charitable Options shall terminate the 90th day following the date the Optionee ceases to be an Eligible Charitable Organization;
(h) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1 hereof; and
(i) the date specified in Section 10.5 hereof for such termination in the event of a Terminating Event.

PART 10 ADJUSTMENTS TO OPTIONS

10.1 Alteration of Capital. In the event of any material change in the outstanding Shares of the Corporation prior to complete exercise of any Option by reason of any stock dividend, split, recapitalization, amalgamation, merger, consolidation, combination or exchange of shares or other similar corporate change, the Administrator shall seek to implement an equitable adjustment to the number or kind of Shares issuable under this Plan or subject to outstanding Options, and the Option Price of such shares; provided that any adjustment to outstanding Options (other than resulting from a consolidation or split of the Corporation’s Shares) will require prior approval of the Exchange. Any such adjustment shall be made in the sole discretion of the Board, acting on recommendations made by the Administrator, and shall be conclusive and binding for all purposes of this Plan. If the Administrator determines that the nature of a material alteration in the capital structure of the Corporation is such that it is not practical or feasible to make appropriate adjustments to this Plan or to the Options granted hereunder, such event shall be deemed a Terminating Event for the purposes of this Plan.

10.2 No Fractions. No fractional Shares shall be issued upon the exercise of an Option and accordingly, if as a result of any adjustment set out hereof an Optionee would be entitled to a fractional Share, the Optionee shall have the right to purchase only the adjusted number of full Shares and no payment or other adjustment shall be made with respect to the fractional Share so disregarded.

10.3 Terminating Events. Subject to Section 10.4 hereof, all Options granted under this Plan shall terminate upon the occurrence of a Terminating Event.

10.4 Notice of Terminating Event. The Administrator shall give notice to Optionees not less than 30 days prior to the consummation of a Terminating Event. Upon the giving of such notice, all Options granted under this Plan shall become immediately exercisable, notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

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10.5 General Offer for Shares. Notwithstanding anything else herein to the contrary, but subject to prior written approval of the Exchange, in the event (i) an offer to purchase the Shares shall be made to the holders of the Shares generally, unless the Board determines that such offer will not result in any change in control of the Corporation, or (ii) of a sale of all or substantially all of the assets of the Corporation, or (iii) the sale, pursuant to an agreement with the Corporation, of securities of the Corporation pursuant to which the Corporation is or becomes a subsidiary of another corporation, then unless provision is made by the acquiring corporation for the assumption of each Option or the substitution of a substantially equivalent option therefor, the Corporation shall give written notice thereof to each Optionee holding Options under this Plan and such Optionees shall be entitled to exercise his or its Options to the extent previously unexercised, regardless of whether such Optionee would otherwise be entitled to exercise such Options to such extent at that time, within the 30 day period immediately following the giving of such notice. Any Options not exercised within such 30 day period will immediately terminate and such event shall be deemed to be a Terminating Event.

10.6 Determinations to be made by Administrator. Adjustments and determinations under this Part 10 shall be made by the Administrator, whose decisions as to what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive. PART 11 TERMINATION AND AMENDMENT OF PLAN

11.1 Termination of Plan. The Administrator may terminate this Plan at the same time as all Options are terminated upon a Terminating Event pursuant to section 10.1. The Administrator may terminate this Plan at such other time and on such conditions as the Administrator may determine, provided that no such termination shall be effected if do so would affect the rights of then existing Optionees, without the approval of such Optionees.

11.2 Power of Administrator to Amend Plan. The Administrator may, subject to the approval of the Exchange, amend this Plan so as to: (i) correct typographical errors; (ii) clarify existing provisions of the Plan, which clarifications do not have the effect of altering the scope, nature or intent of such provisions; and (iii) maintain compliance with any Applicable Laws. The Administrator may condition the effectiveness of any such amendment on the receipt of shareholder approval at such time and in such manner as the Administrator may consider necessary for the Corporation to comply with or to avail the Corporation and/or the Optionees of the benefits of any securities, tax, market listing or other administrative or regulatory requirements. No such amendment, suspension or termination shall adversely affect rights under any Options previously granted without the consent of the Optionees to whom such Options were granted.

Notwithstanding the above, the Corporation may grant Options under amendments made to this Plan that it would not otherwise be permitted to grant prior to obtaining requisite shareholder approval, provided that: (i) the Corporation also obtains specific shareholder approval for such grants, separate and apart from shareholders’ approval to the amendments, (ii) no Options granted under the amendments are exercised prior to shareholder approval, (iii) shareholder approval is obtained on or before the earlier of the Corporation’s next annual general meeting or 12 months from the amendment of the Plan. Should such shareholder approval not be obtained, the amendments will terminate and any Options granted thereunder will terminate.

11.3 Shareholder Approvals. Any shareholder approval required to amend this Plan must take place at a meeting of the shareholders. Evidence that the majority of the shareholders are in favour of a proposal to approve any amendment thereto is not sufficient.

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11.4 No Grant During Suspension of Plan. No Option may be granted during any suspension, or after termination, of this Plan. Amendment, suspension, or termination of this Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted. PART 12 CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1 Compliance with Laws. Shares shall not be issued pursuant to the exercise of any Option unless the exercise of such Option and the issuance and delivery of such Shares comply with all Applicable Laws, and such issuance may be further subject to the approval of counsel for the Corporation with respect to such compliance, including the availability of an exemption from prospectus and registration requirements for the issuance and sale of such Shares. The inability of the Corporation to obtain from any regulatory body the authority deemed by the Corporation to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from prospectus and registration requirements for the issuance and sale of any Shares under this Plan, shall relieve the Corporation of any liability with respect to the non-issuance or sale of such Shares.

12.2 Representations by Optionee. As a condition precedent to the exercise of any Option, the Corporation may require the Optionee to represent and warrant, at the time of exercise, that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Corporation, such representations and warranties are required by any Applicable Laws. If necessary under Applicable Laws, the Administrator may cause a stop-transfer order against such Shares to be placed on the stock books and records of the Corporation, and a legend indicating that the Shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any Applicable Laws, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Administrator also may require such other documentation as may from time to time be necessary to comply with applicable securities laws.

12.3 No U.S. Registration. The Corporation has no obligation to undertake registration of Options or the Shares issuable upon the exercise of Options in the United States or any other jurisdiction outside of Canada.

12.4 Tax Withholding. The Optionee shall hold harmless the Corporation and be solely responsible, upon exercise of an Option or, if later, the date that the amount of such obligations becomes determinable, all applicable federal, provincial, local and foreign withholding taxes, determined as a result of and upon exercise of an Option or from a transfer or other disposition of Shares acquired upon exercise of an Option or otherwise related to an Option or Shares acquired in connection with an Option.

PART 13 NOTICES

13.1 Notices. All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and may be served in any one of the following ways: (i) personally on the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such service; (ii) facsimile transmission or by electronic mail, in which case notice shall be deemed to have been duly given on the date the fax or email is sent; or (iii) mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the fifth postal delivery day following the date of such mailing.

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PART 14 MISCELLANEOUS PROVISIONS

14.1 No Obligation to Exercise. Optionees shall be under no obligation to exercise Options granted under this Plan.

14.2 No Obligation to Retain Optionee. Nothing contained in this Plan shall obligate the Corporation to retain an Optionee as a Director, Officer, Employee or Consultant for any period, nor shall this Plan interfere in any way with the right of the Corporation to change the terms or conditions of the Optionee’s employment or engagement with the Corporation, including the Optionee’s compensation.

14.3 Binding Agreement. The provisions of this Plan and each Option Agreement with an Optionee shall be binding upon such Optionee and the Successor or Guardian of such Optionee.

14.4 Governing Law. The laws of the Province of British Columbia shall apply to this Plan and all rights and obligations hereunder shall be determined in accordance with such laws.

14.5 Use of Terms. Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

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Schedule “ A ” STOCK OPTION PLAN

OPTION AGREEMENT

This Option Agreement certifies that, effective __ 20_ (the “ Grant Date ”), Strategic Resources Inc. (the “ Company ”) has granted to _______ (the “ Optionee ”), an option (the “ Option ”) to acquire ____ common shares in the capital of the Company (“ Shares ”) at an exercise price of C$_____ per Share (the “ Option Price ”) pursuant to the provisions of the Company’s Stock Option Plan (the “ Plan ”). Subject to the provisions of the Plan, this Option expires at 5:00 p.m. (Vancouver time) on ___ (the “ Expiry Time ”).

The Option will vest and may be exercised as follows:

_ options will vest on _, 202 _ options will vest on _, 202 _ options will vest on _, 202 _ options will vest on _, 202

This Option Agreement and the Option are subject to the detailed terms and conditions contained in the Plan. In the case of any dispute or inconsistency with regard to any matter related to this Option Agreement, the provisions of the Plan and the records of the Company shall prevail. By receiving and accepting the Options, the Optionee confirms they have read and understand the Plan, and agree to the terms and conditions of the Plan and this Option Agreement.

To exercise your Option, complete the attached Exercise Notice prior to the Expiry Time specifying the number of vested Shares you wish to acquire, together with cash, certified cheque or bank draft payable to the Company for the aggregate Option Price and any withholding taxes.

The following legend or such other legend as may be required by the TSX Venture Exchange (the “Exchange” ), will be affixed to any Share certificate, direct registration share certificate (“DRS”) or other ownership statement issued upon exercise of the Option within four months following the Grant Date:

“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may 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 __________, 202.”_

The Company and the Optionee represent and confirm that the Optionee is an Eligible Person (as defined in the Plan), entitled to receive Options under the policies of the Exchange.

This Agreement and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan.

The Optionee consents to the disclosure of Personal Information (as defined in the policies of the Exchange) by the Company to the Exchange, and to the collection, use, and disclosure of Personal Information by the Exchange, for the purposes identified by the Exchange.

Strategic Resources Inc.

______ Signature of Optionee

____ Authorized Signatory

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STOCK OPTION PLAN SCHEDULE ‘B’ EXERCISE NOTICE

TO: The Administrator, Stock Option Plan (the “Plan”) Strategic Resources Inc. (the “Company”)

I, ___, hereby give notice, pursuant to the Plan, of the exercise of the Option to acquire and subscribe for _______ common shares in the capital of the Company (the “Shares”).

Calculation of total Exercise Price:

(a) number of Shares to be acquired on exercise:

(b) Exercise Price per Share:

Total Exercise Price [(a) x (b)]:

$ $

For Directors, Employees and similar , calculation of tax remittance to the CRA by the Company on behalf of the Option Holder (not applicable to independent contractors and consultants who are required to remit their own taxes). Upon request, Company accountants can help with these calculations.

(c) sale price/market price on exercise: (d) stock option benefit [((c) - (b)) x (a)]: (e) tax remittance: [based on (d) - (g)] (f) CPP deduction:

$ $ $

Total Tax Remittance [(e) + (f)] :

*Calculation acknowledged by the Option Holder (please initial):

(g) Commissions and fees: $

The undersigned tenders herewith cash, cheque or bank draft in an amount equal to the total Exercise Price plus , if applicable, the Total Tax Remittance for the aforesaid Shares, as calculated above, and directs the Company to issue the share or DRS certificate for the Shares in the name of the undersigned, to be delivered to the undersigned at the following address:

DATED the day of , 20 .

_____ Signature of Optionee

_____ Print name of Optionee

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SCHEDULE “B”

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RESTRICTED SHARE UNIT AND DEFERRED SHARE UNIT INCENTIVE COMPENSATION PLAN

February 27, 2023

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1. Purpose

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Background . Subject to section 14 hereof, the Issuer is adopting the terms and conditions of the Plan herein set forth (as may be amended from time to time) in order to supplement the Issuer’s existing Stock Option Plan so as to provide the Issuer with flexibility in designing alternative equity-based compensation arrangements for the Directors, Officers, Employees, Consultants and Management Company Employees engaged to provide ongoing services to the Issuer and its Affiliates, other than Persons involved in Investor Relations Activities relating to the Issuer (defined herein as “Eligible Persons”). The Issuer and each Employee, Consultant or Management Company Employee who is granted Awards under this Plan jointly represent that he, she or it will be bona fide Employee, Consultant or Management Company Employee at the time of grant. Section 14 hereof sets forth the provisions concerning the effective date of this Plan and its termination.

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Purpose . The purpose of this Plan is to advance the interests of the Issuer by encouraging Eligible Persons to receive equity-based compensation and incentives, thereby (i) increasing the proprietary interests of such Persons in the Issuer, (ii) aligning the interests of such Persons with the interests of the Issuer’s shareholders generally, (iii) encouraging such Persons to remain associated with the Issuer, and (iv) furnishing such Persons with additional incentive in their efforts on behalf of the Issuer. The Board also contemplates that through this Plan, the Issuer will be better able to compete for and retain the services of the individuals needed for the continued growth and success of the Issuer.

2. Definitions

For purposes of this Plan, the following terms shall have the meaning set forth below:

“ Affiliate ” has the meaning ascribed to that term in section 2 of Policy 1.1 of the TSXV.

“ Associate ” has the meaning ascribed to that term in section 1.2 of Policy 1.1 of the TSXV.

“ Awards ” means, collectively, Restricted Share Units and Deferred Share Units.

“ Board ” means the board of directors of the Issuer.

“ Cash Equivalent ” means the Fair Market Value multiplied by the number of vested Awards in the Participant’s notional account on the settlement date of the applicable Awards.

“ Change of Control ” has the meaning ascribed to that term in section 1.2 of Policy 1.1 of the TSXV.

“ Committee ” means the Board, or if the Board so determines in connection with section 3 hereof, the committee of the Board authorized to administer this Plan, which shall consist of not less than three (3) members of the Board.

“ Company ” means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

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

(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Issuer or to an Affiliate of the Issuer, other than services provided in relation to a Distribution;
(ii) provides the services under a written contract between the Issuer or an Affiliate of the Issuer and the individual or the Issuer, as the case may be;
(iii) in the reasonable opinion of the Issuer, spends or will spend a significant amount of time and attention on the affairs and business of the Issuer or an Affiliate of the Issuer; and
(iv) has a relationship with the Issuer or an Affiliate of the Issuer that enables the individual to be knowledgeable about the business and affairs of the Issuer.

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“ Control ” means, with respect to any Person, the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“ Deferred Share Units ” or “ DSU ” means a right designated as a “deferred share unit”, granted in accordance with section 6 hereof, to receive Shares or the Cash Equivalent thereof in accordance with the terms set forth herein.

“ Director ” means a director (as defined under Securities Laws) of the Issuer or of any of its subsidiaries.

“ Disability ” means a physical injury or mental incapacity of a nature which the Committee determines prevents or would prevent the Grantee from satisfactorily performing the substantial and material duties of his or her position with the Issuer.

“ Disinterested Shareholder Approval ” means that the proposal must be approved by a majority of the votes cast at the shareholders’ meeting excluding those votes attaching to securities beneficially owned by (i) Insiders to whom Awards may be granted; (ii) other Persons that hold or will hold the RSU or DSU in question; and (iii) their respective Associates and Affiliates.

“ Effective Date ” means the date as of which an Award shall take effect, provided that the Effective Date shall not be a date prior to the date the Granting Authority determines an Award shall be made and, unless otherwise specified by the Granting Authority, the Effective Date will be the date the Granting Authority determines an Award shall be made.

“ Eligible Person ” means, from time to time, any Director, Officer, Employee, Management Company Employees or Consultant of the Issuer or an Affiliate of the Issuer, other than Persons involved in Investor Relations Activities relating to the Issuer.

“ Eligible Retirement ” means termination of service, under circumstances as shall constitute retirement for age.

“ Employee ” means:

(i) an individual who is considered an employee of the Issuer or its subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);
(ii) an individual who works full-time for the Issuer or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Issuer 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 Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source;

whether or not they have a written employment contract with the Issuer or a subsidiary, determined by the Board as employees eligible for participation in this Plan.

“ Exchange ” means the TSXV or such other stock exchange where the Shares are listed for trading as at the relevant time.

“ Exchange Hold Period ” has the meaning ascribed to that term in section 1.2 of Policy 1.1 of the TSXV.

“ Fair Market Value ” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed and posted for trading on the TSXV, the volume weighted average trading price of the Shares on the TSXV

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calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding such date; (ii) if the Shares are not listed and posted for trading on the TSXV, but are listed and posted for trading on another Exchange, the closing sales price for such Shares as quoted on such Exchange for the last trading day prior to such date, or if no such sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in such source the Board deems reliable; (iii) if the Shares are not listed and posted for trading on any Exchange, but are quoted on a national market or other quotation system, the closing sales price for such Shares for the last trading day prior to such date, or if no such sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in such source the Board deems reliable; and (iv) if there is no established market for the Shares, such value as determined by the Board based on a valuation report prepared by a professional business valuator.

“ Grant Date ” means the date on which an Award is granted to a Participant.

“ Granting Authority ” means the Board, the Committee or other committee, as applicable, that is charged with exercising the powers and responsibility as to a specific matter in question affecting this Plan or an Award.

“ Insiders ” has the same meaning ascribed to that term in section 1.2 of Policy 1.1 of the TSXV.

“ Issuer ” means Strategic Resources Inc. and includes any successor corporation thereof.

“ Investor Relations Activities ” has the same meaning ascribed to that term in section 1.2 of Policy 1.1 of the TSXV.

“ ITA ” means the Income Tax Act (Canada) and any regulations thereunder as amended from time to time.

“ Management Company Employee ” means an individual employed by a Company providing management services to the Issuer, which are required for the ongoing successful operation of the business enterprise of the Issuer, but excluding a Company involved in Investor Relations Activities relating to the Issuer.

“ Officer ” means an officer (as defined under Securities Laws) of the Issuer or of any of its subsidiaries.

“ Participants ” or “ Grantees ” means those individuals to whom Awards have been granted from time to time under this Plan.

“ Person ” means a Company or an individual.

“ Plan ” means this Restricted Share Unit and Deferred Share Unit Incentive Compensation Plan, as amended and restated from time to time.

“ Restricted Period ” means the period established by the Granting Authority with respect to an Award during which the Award either remains subject to forfeiture or is not exercisable by the Participant (including as a result of a blackout period applicable to the Participant).

“ Restricted Share Unit ” or “ RSU ” means a right designated as a “restricted share unit”, granted in accordance with section 6 hereof, to receive Shares or the Cash Equivalent thereof in accordance with the terms set forth herein.

“ Security Based Compensation ” has the meaning attributed or used in Exchange Policy 4.4.

“ Shareholder Approval Date ” means the date on which this Plan is approved by the shareholders of the Issuer.

“ Shares ” means the common shares of the Issuer, as adjusted in accordance with the provisions of section 9 hereof.

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“ Stock Option Plan ” means the Issuer’s stock option plan adopted by the Board concurrently with the adoption of this Plan, which deals exclusively with the grant of incentive stock options.

“ Termination ” means: (i) in the case of an Employee, the termination of the employment of the Employee with or without cause by the Issuer or an Affiliate or the cessation of employment of the Employee with the Issuer or an Affiliate, other than the Eligible Retirement, of the Employee; and (ii) in the case of a Consultant, the termination of the services of the Consultant by the Issuer or any Affiliate.

“ TSXV ” means the TSX Venture Exchange.

“ Vested ” or “ Vesting ” means, with respect to an Award, that the applicable conditions established by the Granting Authority or this Plan have been satisfied or, to the extent permitted under this Plan, waived, whether or not the Participant’s rights with respect to such Award may be conditioned upon prior or subsequent compliance with any confidentiality, non-competition or non-solicitation obligations.

3. Administration

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Powers of the Board and the Committee . Subject to and consistent with the terms of this Plan, applicable law and applicable rules of the Exchange, and subject to the provisions of any charter adopted by the Board with respect to the powers, authority and operation of the Committee (as amended from time to time), the Board will have the general power to administer this Plan in accordance with its terms (including all powers specified in clause 3(a)(ii) hereof) and make all determinations required or permitted to be made, provided, however, that the Board may delegate all or any portion of such powers to the Committee or to other committees and provided, further, that with respect to Awards of the Issuer’s executive officers, the Committee shall have such powers as are set forth in clause 3(a)(i) hereof.
(i) Specific Provisions Concerning Delegation of Authority to the Committee. In addition to any authority of the Committee specified under any other terms of this Plan, and notwithstanding any other provision herein to the contrary, insofar as Awards under this Plan are to be made to executive officers, the Committee will make recommendations to the Board with respect to Awards.

The foregoing shall not limit the Board in delegating any other powers to the Committee or in delegating any or all determinations or other powers with respect to certain types of Awards, including the full power to make Awards and to exercise the other powers set forth in clause 3(a)(ii) hereof and the other powers granted herein to the Granting Authority.

(ii) Specific Powers of the Granting Authority. Without limiting the lead-in paragraph of subsection 3(a) hereof, the powers of the Granting Authority shall include the powers to, subject to subsection 10(c) hereof:
(1) interpret this Plan and instruments of grant evidencing the Awards;
(2) prescribe, amend and rescind such procedures and policies, and make all determinations it deems necessary or desirable for the administration and interpretation of this Plan and instruments of grant evidencing Awards;
(3) determine those Persons who are eligible to be Participants, grant one or more Awards to such Persons and approve or authorize the applicable form and terms of the related instrument of grant;
(4) determine the terms and conditions of Awards granted to any Participant, including, without limitation, and subject always to this Plan (1) subject to subsection 4(b) and 4(c), the type, and number of Shares subject to an Award, (2) the conditions to the Vesting of an Award or any portion thereof, including terms relating to lump sum or instalment Vesting, and the conditions, if any, upon which Vesting of any Award or portion thereof will be waived or accelerated without any further action by the Granting Authority, (3) the circumstances upon which an Award or any portion thereof shall be forfeited, be cancelled or expire, (4) the consequences of a Termination

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with respect to an Award, (5) the manner of exercise or settlement of the Vested portion of an Award, including whether an Award shall be settled on a current or deferred basis, and (6) whether and the terms upon which any Shares delivered upon exercise or settlement of an Award must continue to be held by a Participant for any specified period;

(5) set forms of consideration, if any, to be paid with respect to the settlement of an Award (except to the extent certain forms of consideration must be paid to satisfy the requirements of applicable law);
(6) determine whether and the extent to which any conditions applicable to Vesting of an Award have been satisfied or shall be waived or modified;
(7) amend the terms of any instrument of grant or other documents evidencing Awards; provided, however, that subject to subsection 5(d) hereof, no amendment of an Award may, without the consent of the holder of the Award, adversely affect such Person’s rights with respect to such Award in any material respect;
(8) accelerate or waive any condition to the Vesting of any Award, all Awards, any class of Awards or Awards held by any group of Participants; and
(9) determine whether and the extent to which adjustments shall be made pursuant to section 9 hereof and the terms of any such adjustments.

However, the Granting Authority shall not have any discretion under this subsection 3(a) or any other provisions of this Plan that would modify the terms or conditions of any Award that is intended to be exempt from the definition of “salary deferral arrangement” in the ITA if the exercise of such discretion would cause the Award to not be or cease to be exempt. The Granting Authority will also exercise its discretion in good faith in accordance with the Issuer’s intention that the terms of the Awards and the modifications or waivers permitted hereby are in compliance with applicable law and the rules of the Exchange.

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Effects of Granting Authority’s Decision . Any action taken, interpretation or determination made, or any rule or regulation adopted by the Granting Authority pursuant to this Plan shall be made in its sole discretion and shall be final, binding and conclusive on all affected Persons, including, without limitation, the Issuer, any of its Affiliates, any Grantee, holder or beneficiary of an Award, any shareholder and any Eligible Person.

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Liability Limitation and Indemnification . No member of the Granting Authority or the Board generally shall be liable for any action or determination made in good faith pursuant to this Plan or any instrument of grant evidencing any Award granted under this Plan. To the fullest extent permitted by law, the Issuer shall indemnify and save harmless, and shall advance and reimburse the expenses of, each Person made, or threatened to be made, a party to any action or proceeding in respect of this Plan by reason of the fact that such Person is or was a member of the Granting Authority or is or was a member of the Board in respect of any claim, loss, damage or expense (including legal fees) arising therefrom.

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Delegation and Administration . The Granting Authority may, in its discretion, delegate such of its powers, rights and duties under this Plan, as it may determine, from time to time, on terms and conditions as it may determine, except the Granting Authority shall not, and shall not be permitted to, delegate any such powers, rights or duties: (i) with respect to the grant, amendment, administration or settlement of any Award of a Participant, or (ii) with respect to any matter that would be in violation of applicable law or the rules of any Exchange. The Granting Authority may also appoint or engage a trustee, custodian or administrator to administer and implement this Plan or any aspect of it, subject to the exception of the immediately preceding sentence hereof.

4. Shares Subject to this Plan

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Aggregate Plan Limits . Subject to adjustment pursuant to section 9 hereof, the maximum aggregate number of Shares that may be reserved for issue at any given time in connection with the Awards granted under this Plan together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan

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adopted by the Issuer shall not exceed 10% of the issued and outstanding Shares as of each Grant Date unless Disinterested Shareholder Approval under this Plan has been obtained.

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Certain Additional Limits . Notwithstanding anything to the contrary in this Plan, as long as the Shares are listed on the TSXV:
(i) the number of Shares which may be reserved for issue pursuant to this Plan together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan adopted by the Issuer, to any one Person in any 12 month period shall not exceed in the aggregate 5% of the number of Shares issued and outstanding on a non-diluted basis on the Grant Date unless the Issuer has received Disinterested Shareholder Approval;
(ii) the number of Shares which may be reserved for issue pursuant to this Plan together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan adopted by the Issuer, to all Insiders shall not exceed 10% of the number of Shares issued and outstanding on a non-diluted basis at any point in time unless the Issuer has received Disinterested Shareholder Approval;
(iii) the number of Shares which may be reserved for issue pursuant to this Plan together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan adopted by the Issuer to all Insiders in any 12 month period shall not exceed in the aggregate 10% of the number of Shares issued and outstanding on a non-diluted basis on the Grant Date unless the Issuer has received Disinterested Shareholder Approval; and
(iv) the number of Shares which may be reserved for issue pursuant to this Plan together with the number of Shares which may be issued pursuant to any other Equity Incentive Plan adopted by the Issuer to any one Consultant in any 12 month period shall not exceed 2% of the number of Shares issued and outstanding on a non-diluted basis on the Grant Date.

For the purposes of determining compliance with the above restrictions, the Granting Authority will take into account Shares reserved or issued pursuant to all of the Issuer’s Equity Incentive Plans (including this Plan, the Stock Option Plan, and including any Shares reserved for issue under this Plan on account of additional Awards credited to Participants in respect of dividend equivalents under Section 6(f)) to the extent required by applicable law and applicable rules of the TSXV.

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Source of Shares . Except as expressly provided in this Plan, Shares delivered to Participants in connection with the exercise or settlement of Awards shall be treasury Shares. The Board shall take such action as may be necessary to authorize and reserve for issue from unissued Shares such number of Shares as may be necessary to permit the Issuer to meet its obligations under this Plan.

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Legends . In addition to any resale restrictions required under applicable securities laws or the policies of the TSXV, all Awards issued to Insiders and Consultants, and any Shares issued upon the Vesting of the Awards prior to the expiry of the Exchange Hold Period, must be legended as prescribed under the policies of the TSXV with the Exchange Hold Period commencing on the date the Awards were granted.

5. General Provisions Relating to Awards

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Eligibility . Awards will be granted only to those Persons who are, at the time of the grant, Eligible Persons. If any Participant is (pursuant to the terms of his or her employment or otherwise) subject to a requirement that he or she not benefit personally from an Award, the Granting Authority may grant any Award to which such Person would otherwise be entitled to the Person’s employer or to any other entity designated by them that directly or indirectly imposes such requirement on the Person, provided such employer or other entity is itself an Eligible Person. The Granting Authority shall have the power to determine other eligibility requirements with respect to Awards or types of Awards.

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Terms of Grant . Subject to the other express terms of this Plan, grants of Awards under this Plan shall contain such terms and conditions as the Granting Authority may specify. Without limiting the foregoing:

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(i) Each Award granted under this Plan shall be evidenced by an instrument of grant, in such form or forms as the Granting Authority shall approve from time to time, which shall set forth such terms and conditions consistent with the terms of this Plan as the Granting Authority may determine. Each instrument of grant shall set forth, at a minimum, the type and Effective Date of the Award evidenced thereby, the number of Shares subject to such Awards and the applicable Vesting conditions, and shall include a representation of the Grantee that they are an Eligible Person. Reference in this Plan to an instrument of grant shall include any supplements or amendments thereto.
(ii) The terms, conditions and/or restrictions contained in an Award may differ from terms, conditions and restrictions contained in any other Awards.
(iii) The Granting Authority may specify such other terms and conditions, consistent with the terms of this Plan, as the Granting Authority shall determine or as shall be required under any other provisions of this Plan. Such terms may include, without limitation, provisions requiring forfeiture of Awards in the event of termination of employment by the Participant and provisions permitting a Participant to make elections relating to his or her Award.

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Vesting Conditions . Subject to terms of this Plan, the Granting Authority shall determine any and all conditions to the Vesting of all and/or any portion of Awards and shall specify the material terms thereof in the applicable instrument of grant on, or as soon as reasonably practicable following, the Effective Date of the Award. Vesting of an Award, or portion thereof, may be conditioned upon passage of time, continued employment, or any combination of the foregoing, as determined by the Granting Authority.

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Change of Control . Unless otherwise provided in the Award or by direction of the Granting Authority as to all or any type of number of Awards, in the event of a Change of Control and notwithstanding any other Vesting or other restrictions or conditions, the Granting Authority may take whatever action with respect to the Awards outstanding that it deems necessary or desirable, including the following:
(i) The Granting Authority may waive all restrictions and conditions of all Restricted Share Units and Deferred Share Units then outstanding with the result that those types of Awards shall be deemed satisfied, and the Restricted Period or other limitations on payment in full with respect thereto shall be deemed to have expired, as of the date of the Change of Control or such other date as may be determined by the Granting Authority, provided that, in no event shall a payment be made in respect of a Deferred Share Unit granted to a Participant prior to the date such Participant ceases to hold any position as Employee or Director of the Issuer or of an Affiliate.
(ii) Notwithstanding the above provision of this subsection 5(d), but subject to any contractual rights created by the terms of an Award, the Granting Authority shall not be required to take any action described in the preceding provisions, and any decision made by the Granting Authority, in its sole discretion, not to take some or all of the actions described in the preceding provisions shall be final, binding and conclusive with respect to the Issuer and all other interested Persons. Any acceleration of Vesting shall be deemed to have occurred immediately prior to the Change of Control, no matter when the determination of the Granting Authority occurs.

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Fractional Shares . No fractional Shares shall be issued under this Plan and there shall be no entitlement or payment for any fractional Shares and no payment shall be made in lieu of a fractional Share.

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Compliance with the ITA . The terms and conditions applicable to any Award (or portion thereof) granted to a Participant who is subject to taxation under the ITA are intended to comply with the ITA. Without limiting the foregoing:
(i) the terms of any such Award (or portion thereof) permitting the deferral of payment or other settlement thereof shall be subject to such requirements and shall be administered in such manner as the Committee may determine to be necessary or appropriate to comply with the applicable provisions of the ITA as in effect from time to time; and
(ii) any elections allowed to be exercised by a Participant shall be deemed to be void or shall be deemed amended or altered so as not to cause the Award to be considered a “salary deferral arrangement” under the ITA, as defined in subsection 248(1) or create adverse tax consequences under the ITA.

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6. Restricted Share Units and Deferred Share Units

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Grants . The Granting Authority may from time to time grant one or more Awards of RSUs and/or DSUs to Eligible Persons on such terms and conditions, consistent with this Plan, as the Granting Authority shall determine and which terms shall be contained in a grant agreement in such forms as may be approved by the Granting Authority.

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Vesting Terms . Restricted Share Units shall become Vested at such times, in such instalments and subject to such terms and conditions consistent with subsection 5(c) hereof as may be determined by the Granting Authority and set forth in the applicable instrument of grant, provided that the conditions to Vesting of RSUs may be based on the Participant’s continued employment. Notwithstanding the foregoing, RSUs shall also Vest in accordance with the following terms, provided that the RSUs shall not vest within one year of the date of grant, except in the event of the death of the Participant or if the Participant ceases to be an Eligible Person in connection with a Change of Control, takeover bid, reverse takeover or similar transaction:
(i) upon the death of the Participant, a pro rata number of the unvested Restricted Share Units credited to the Participant, based on the portion of the applicable vesting period that has been completed as of the date of the death, will Vest on the date the Issuer is duly notified of the Participant’s death;
(ii) in the case of Eligible Retirement of the Participant, a pro rata number of the unvested Restricted Share Units credited to the Participant, based on the portion of the applicable vesting period that has been completed as of the date of the Eligible Retirement will Vest on the date of Eligible Retirement;
(iii) in the case of total Disability of the Participant, a pro rata number of the unvested Restricted Share Units credited to the Participant, based on the portion of the applicable vesting period that has been completed as of the date of the total Disability will Vest within 60 days following the date on which the Participant is determined to be totally disabled;
(iv) unless otherwise specified by the Granting Authority in the particular grant agreement, in the case of termination without cause by the Issuer of a Participant (other than Eligible Retirement), all unvested Restricted Share Units credited to the Participant shall Vest on the date of such termination; and
(v) where a Participant is terminated for cause or where the Participant has voluntarily terminated his/her employment or service with the Issuer, all unvested Restricted Share Units as at the date of such termination or cessation of service shall be immediately cancelled without liability or compensation therefor and be of no further force and effect.

Unless otherwise provided at the time of the grant, the Vesting of Deferred Share Units shall occur at such times, in such instalments and subject to such terms and conditions as may be determined by the Granting Authority and set forth in the applicable instrument of grant, provided that the DSUs shall not vest within one year of the date of grant except in the event of the death of the Participant or the Participant ceases to be an Eligible Person in connection with a Change of Control, takeover bid, reverse takeover or similar transaction.

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Settlement . (i) Restricted Share Units shall be settled as soon as reasonably practicable following the Vesting thereof, and, in any event, no later that 30 days from a written request from the Participant, and (ii) Deferred Share Units shall be settled as soon as reasonably practicable following the Eligible Retirement of the Participant, the death of the Participant, or the time the Participant otherwise ceases to hold any position as Employee or Director of the Issuer or of an Affiliate, and in any event within 30 days thereof. The settlement of Awards shall be subject to payment or other satisfaction of all related withholding obligations in accordance with the provisions of this Plan.

In order to settle the RSUs and DSUs, the Issuer shall, at the discretion of the Participant, subject to the restrictions set forth in Section 4 and in Section 6(f), (i) issue to the Participant from treasury the number of Shares that is equal to the number of vested RSUs and DSUs recorded in the Participant’s notional account (rounded down to the nearest whole number), as fully paid and non-assessable Shares, or (ii) deliver to the Participant an amount in cash equal to the Cash Equivalent for the vested RSUs and DSUs recorded in the Participant’s notional account, or (iii) a combination of (i) and (ii). Upon settlement of such RSUs and DSUs, the corresponding number of Restricted Share Units and Deferred Share Units credited to the Participant’s account shall be cancelled and the Participant shall have no further rights, title or interest with respect thereto.

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If any RSU or DSU is cancelled in accordance with the terms of this Plan or the agreements evidencing the grant, the Shares reserved for issue pursuant to such Award shall, upon cancellation of such RSU or DSU, as applicable, revert to this Plan and shall be available for other Awards. For purposes of this section 6(c), any RSU or DSU that is settled through the issuance of Shares from treasury shall not be considered cancelled, and that number of Shares issued shall not be available for other Awards.

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No Rights as Shareholder . Neither the Participant nor his or her legal personal representative shall have any rights or privileges of a shareholder in respect of any of the Shares issuable upon exercise of the Award granted to him or her (including any right to receive dividends or other distributions therefrom or thereon) unless and until certificates representing such Shares have been issued and delivered.

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Timing Requirements . Notwithstanding any other provision of this Plan, no amount payable to, or in respect of a Grantee in respect of Deferred Share Units including, without limitation, the delivery of Shares, shall be made prior to the date such Grantee ceases to hold any position as an Employee or a Director of the Issuer or of an Affiliate. All DSUs granted to a Participant shall have such terms and conditions as are necessary to comply with paragraph 6801(d) of the Regulations of the ITA. Notwithstanding any other provision of this Plan, all RSUs granted to a Participant shall have such terms and conditions as are necessary to comply with and be subject to section 7 of the ITA.

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Dividend Equivalents . Restricted Share Units and Deferred Share Units shall be credited with dividend equivalents in the form of additional RSUs and DSUs (the “ Dividend Equivalent Units ”), respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Fair Market Value at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s accounts shall vest in proportion to the RSUs and DSUs to which they relate. Any additional RSUs or DSUs issued pursuant to this entitlement must be factored into the limits on grants under sections 4 (a) and 4(b) hereof. The Issuer may settle these entitlements with cash where it does not have sufficient Shares available to satisfy the obligation in Shares, or where the issuance of Shares would result in breaching a limit on grants or issuances contained herein.

The foregoing does not obligate the Issuer to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

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No Other Benefit .

(i) No amount will be paid to, or in respect of, a Participant (or a Person with whom the Participant does not deal at arm’s length within the meaning of the ITA) under this Plan to compensate for a downward fluctuation in the price of a Share or the value of any Award granted, nor will any other form of benefit be conferred upon, or in respect of, a Participant (or a person with whom the Participant does not deal at arm’s length within the meaning of the ITA), for such purpose.
(ii) The Issuer makes no representations or warranties to Participants with respect to this Plan or any RSUs or DSUs whatsoever. Participants are expressly advised that the value of any Deferred Share Units or Restricted Share Units in this Plan will fluctuate as the trading price of the Shares fluctuates.
(iii) In seeking the benefits of participation in this Plan, a Participant agrees to exclusively accept all risks associated with a decline in the trading price of the Shares and all other risks associated with the holding of Deferred Share Units or Restricted Share Units.

7. Consequences of Termination

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General Provisions . Unless otherwise determined by the Granting Authority (including by the terms of the Award or this Plan):
(i) If a Grantee is terminated for any reason whatsoever other than death, total Disability, Eligible Retirement, or termination without cause by the Issuer, subject to subsection 5(d) hereof, any non-vested

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Award granted pursuant to this Plan outstanding at the time of such termination and all rights thereunder shall wholly and completely terminate and no further Vesting shall occur.

(ii) If employment of a Grantee is terminated for cause or retirement which is not Eligible Retirement or is otherwise voluntarily terminated by the Grantee, any non-Vested Award granted pursuant to this Plan outstanding at the time of such termination and all rights thereunder shall wholly and completely terminate and no further Vesting shall occur.
(b) Termination of Awards . To the extent not earlier exercised or terminated, an Award shall terminate at the earliest of the following dates:
(i) the termination date specified for such Award in the applicable grant agreement;
(ii) where the Participant’s position as an Employee, Consultant, Director, Officer or Management Company Employee is terminated for just cause, the date of such termination for just cause;
(iii) where the Participant’s position as a Director, Officer or Management Company Employee terminates for a reason other than the Participant’s Disability, death, or termination for just cause, 90 days after such date of termination;
(iv) where the Participant’s position as an Employee or Consultant terminates for a reason other than the Participant’s Disability, death, or termination for just cause, 30 days after such date of termination;
(v) where the Participant’s position as an Employee, Consultant, Director or Officer terminates as a result of the Participant’s death, such Awards may be exercisable by the Participant’s heirs or executors for a period to be determined by the Administrator, which shall not be less than three months and not more than six months from the date of death;
(vi) where the Participant’s position as a Management Company Employee terminates as a result of the death of the underlying employee, such Awards may be exercisable by such employee’s heirs or executors for a period to be determined by the Administrator, which shall not be less than three months and not more than six months from the date of death; or
(vii) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8 hereof.

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Discretion of the Granting Authority . Notwithstanding any other provision hereof and without limiting the discretion of the Granting Authority, the Granting Authority may (whether by terms of the Award or by its election notwithstanding the terms of an Award):
(i) subject to the vesting requirements and restrictions in section 6(b) above, allow non-Vested Awards to be treated as Vested upon termination of employment or service of a Participant, as to any or all of termination, death or total Disability;
(ii) provide that the Awards with respect to certain classes, types or groups of Participants will have different acceleration, forfeiture, termination, continuation or other terms than other classes, types or groups of Participants;
(iii) provide for the continuation of any Award for such period which is not longer than 12 months and upon such terms and conditions as are determined by the Granting Authority in the event that a Participant ceases to be an Eligible Person; or
(iv) set any other terms for the exercise or termination of Awards upon termination of employment or service.

Notwithstanding the foregoing, all Awards granted to Participants who are subject to the ITA shall be on terms that will be designed to prevent them from being considered a “salary deferral arrangement” as defined in subsection 248(1) of the ITA.

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8. Transferability

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Transfer Restrictions . No Award, and no rights or interests therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Participant other than by testamentary disposition by the Participant or the laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process including without limitation seizure for payment of the Participant’s debts, judgments, alimony or separate maintenance.

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Transfer upon Death of Participant . In the case where transfer is made following the death of a Participant to the Participant’s legal personal representative, such legal personal representative may only receive the entitlement under the Award provided that it is exercised (if exercisable) at any time up to and including, but not after, 5:00 p.m. (Montreal time) on the date which is one year following the date of death of the Participant or up to 5:00 p.m. (Montreal time) on the date on which the Award granted to such participant expires, whichever is the earlier; such entitlement shall only occur in cases where the Award has Vested in accordance with the provisions of this Plan and where it is found that the Participant is legally entitled to the Award.

9. Adjustments

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No Restriction on Action . The existence of this Plan and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Issuer to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Issuer, (ii) any merger, consolidation, amalgamation or change in ownership of the Issuer, (iii) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the capital Share of the Issuer or the rights thereof, (iv) any dissolution or liquidation of the Issuer, (v) any sale or transfer of all or any part of the assets or business of the Issuer, (vi) any declaration or payment of a dividend in cash or in shares, or (vii) any other corporate act or proceeding with respect to the Issuer. No Participant or any other Person shall have any claim against any member of the Board or the Granting Authority, or the Issuer or any employees, officers or agents of the Issuer as a result of any such action.

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Recapitalization Adjustment

(i) In the event that (A) the outstanding Shares shall be changed into or exchanged for a different number or kind of shares or securities of the Issuer or of another corporation or entity, whether through an arrangement, plan of arrangement, amalgamation, or other similar statutory procedure or a share recapitalization, subdivision, consolidation or otherwise, (B) there shall be any change, other than those specified in (A) above, in the number or kind of outstanding Shares or of any securities into which such Shares shall have been changed or for which they shall have been exchanged, or (C) there shall be a distribution of assets or shares to shareholders of the Issuer out of the ordinary course of business then, the Granting Authority shall determine whether an adjustment in the number of kind of Shares theretofore authorized but not yet covered by Awards, in the number or kind of Shares theretofore subject to outstanding Awards, in the number or kind of Shares generally available for Awards or available in any calendar year under this Plan and/or such other adjustment as may be appropriate should be made, in order to ensure that, after any such event, the Shares subject to this Plan and each Participant’s proportionate interest shall be maintained substantially as before the occurrence of the event, and if the Granting Authority determines that an adjustment should be made, such adjustment shall be made and be effective and binding for all purposes. Any such adjustment other than a Share consolidation or Share split shall be subject to prior approval of the TSXV.
(ii) Any adjustment to any Award granted to a Participant which has been designed to fall within a specific exemption to the definition of “salary deferral arrangement” in subsection 248(1) of the ITA shall be such as to ensure the continued availability of such exemption.

10. Amendment and Termination

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General . Subject to the provisions of subsection 10(c) hereof, the Board may amend, suspend or terminate this Plan, or any portion thereof, at any time, subject to those provisions of applicable law and the rules of the Exchange, if any, that require the approval of shareholders or any governmental regulatory body; provided that

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amendments to the terms of this Plan or the issuances or grants of Awards hereunder are subject to prior TSXV acceptance and shareholder approval where applicable.

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Amendments Specifically Permitted . Without limiting the generality of the foregoing, the Board may make the following types of amendments to this Plan without seeking shareholder approval (unless and to the extent prohibited by applicable law or rule of an Exchange):
(i) amendments of a technical, clerical or “housekeeping” nature including, without limiting the generality of the foregoing, any amendments for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan;
(ii) amendments necessary to comply with the provisions of applicable law and the applicable rules of the Exchange;
(iii) amendments necessary in order for Awards to qualify for favourable treatment under the ITA or under the United States Internal Revenue Code;
(iv) amendments respecting administration of this Plan; and
(v) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law or the rules of the Exchange.

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Shareholder Approval . To the extent required by applicable law or by the rules of the Exchange, shareholder approval will be required for the following types of amendments:
(i) any amendment extending the term of an Award beyond its original expiry date except as otherwise permitted by this Plan;
(ii) any amendment extending eligibility to participate in this Plan to persons other than Eligible Persons;
(iii) any amendment permitting the transfer of Awards, other than for normal estate settlement purposes or to a trust governed by a registered retirement savings plan, registered retirement income fund, tax free savings account, or similar plan;
(iv) any amendment increasing the maximum aggregate number of Shares that may be subject to issue at any given time in connection with Awards granted under this Plan;
(v) any amendment to these amendment provisions;
(vi) any amendments to the vesting provision of this Plan or any Award; and
(vii) any other amendment required to be approved by shareholder under applicable law or rules of an Exchange.

To the extent of any conflict between subsection 10(b) and subsection 10(c) hereof, subsection 10(c) shall prevail. Notwithstanding that shareholder approval may be obtained, TSXV approval may also be required for any of the above amendments, which approval may be withheld at the discretion of the TSXV.

11. Regulatory Approval

Notwithstanding anything herein to the contrary, the Issuer shall not be obligated to cause to be issued any Shares or cause to be issued and delivered any certificates evidencing Shares pursuant to this Plan, unless and until the Issuer is advised by its legal counsel that the issue and delivery of the Shares and such Share certificates is in compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities in Canada, the United States and any other applicable jurisdiction, and the requirements of the Exchange. The Issuer shall in no event be obligated to take any action in order to cause the issue or delivery of Shares or such certificates to comply with any such laws, regulations, and delivery of such Shares or certificates and in order to ensure compliance with such laws, regulations, rules, orders and requirements, that the Participant, or any permitted transferee of the Participant under section 7 hereof or, after his or her death, the Participant’s estate, as described in section 7 hereof, make such covenants, agreements and representations as the Granting Authority deems necessary or desirable.

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12. No Additional Rights

No Person shall have any claim or right to be granted Awards under this Plan, and the grant of any Awards under this Plan shall not be construed as giving a Participant any right to continue in the employment of the Issuer or affect the right of the Issuer to terminate the employment of a Participant. Unless otherwise determined by the Granting Authority, neither any period of notice, if any, nor any payment in lieu thereof, upon Termination shall be considered as extending the period of employment for the purposes of this Plan.

13. Miscellaneous Provision

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Shareholder Rights . A Participant entitled to Shares as result of the settlement of a Restricted Share Unit or Deferred Share Unit shall not be deemed for any purpose to be, or have any such rights as a shareholder of the Issuer by virtue of such settlement, except to the extent a Share certificate is issued therefor and then only from the date such certificate is issued. Other than as provided for herein, no adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such Share certificate is issued.

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Withholding . The Issuer or any Affiliate may withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Issuer or any Affiliate will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or that any other required deductions are paid or otherwise satisfied. Subject to the other provisions of this Plan, the Issuer shall also have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Shares, or retaining any amount payable, which would otherwise be issued or delivered, provided or paid to a Participant hereunder.

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Governing Law . This Plan, all instruments of grant evidencing Awards granted hereunder and any other agreements or other documents relating to this Plan shall be interpreted and construed in accordance with the laws of Québec (and the federal laws having application therein), except to the extent the terms of this Plan, any supplement to this Plan, or the Award in question expressly provides for application of the laws of another jurisdiction. The Granting Authority may provide that any dispute as to any Award shall be presented and determined in such forum as the Granting Authority may specify, including through binding arbitration. Any reference in this Plan, in any instruments of grant evidencing Awards granted hereunder or in any other agreement or document relating to this Plan to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

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Compliance with Securities Laws . The obligation of the Issuer to issue and deliver Shares in accordance with this Plan is subject to applicable securities legislation and to the receipt of any approvals that may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Issuer.

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Compliance with Laws of Other Jurisdictions . Awards may be granted to Participants who are citizens or residents of a jurisdiction other than Canada or the United States on such terms and conditions different from those under this Plan as may be determined by the Granting Authority to be necessary or advisable to achieve the purposes of this Plan while also complying with applicable local laws, customs and tax practices, including any such terms and conditions as my be set forth in any supplement to this Plan intended to govern the terms of any such Award. In no event shall the eligibility, grant, exercise or settlement of an Award constitute a term of employment, or entitlement with respect to employment, of any employee.

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Funding . Except as would not result in adverse tax consequences to a Participant, no provision of this Plan shall require or permit the Issuer, for the purpose of satisfying any obligations under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Issuer maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under this Plan other than as unsecured general creditors of the Issuer, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other Eligible Persons under general law.

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No Guarantee of Tax Consequences . Neither the Board, nor the Issuer nor the Granting Authority makes any commitment or guarantee that any specific tax treatment will apply or be available to any Person participating or eligible to participate hereunder.

14. Effective Date and Term of Plan

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Effective Date of this Plan . This Plan shall initially become effective on the date of its approval by the Board, subject to approval by the shareholders of the Issuer. Any subsequent amendments to this Plan, shall become effective upon their adoption by the Board, subject to approval by the shareholders of the Issuer at the next annual meeting of shareholders of the Issuer or any adjournment thereof, to the extent required. If the shareholders do not initially approve implementation of this Plan, or do not approve any amendments to this Plan requiring shareholder approval, such implementation or amendments and any and all actions taken prior thereto pursuant to the implementation or amendments effected thereby, including the making of any Awards subject to such approval being obtained, shall be null and void or shall, if necessary, be deemed to have been fully rescinded.

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Termination . The Board may suspend or terminate this Plan at any time, provided that such suspension or termination shall not affect any Awards that became effective pursuant to this Plan prior to such termination or suspension.

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AI assistant

Strategic Resources Inc. — Proxy Solicitation & Information Statement 2023

45587_rns_2023-03-24_3b5d31d4-235a-4746-a70d-c48f121dceb1.pdf

MANAGEMENT INFORMATION AND PROXY CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2023

PERSONS MAKING THE SOLICITATION

NOTICE-AND-ACCESS

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

NOTE TO NON-OBJECTING BENEFICIAL OWNERS

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PROPOSED ACQUISITION OF BLACKROCK METALS INC.

STATEMENT OF EXECUTIVE COMPENSATION

Oversight and Description of Director and Named Executive Officer Compensation

Base Salary - Fees

Bonuses

Stock Options

Director and Named Executive Officer Compensation

Table of Compensation excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Compensation Risk Management and Mitigation

Employment, Consulting and Management Agreements

Pension disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE

Audit Committee’s Charter

Mandate

Composition

Meetings

Responsibilities and Duties

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Board Committees

Assessments

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Financial Statements

B. Election of Directors

“ BE IT RESOLVED THAT:

In the absence of instructions to the contrary, the proxyholders intend to vote the common shares represented by each Proxy, properly executed, FOR the above resolutions.

Information Concerning Nominees for the Current Board

Information Concerning Nominees for the Post-Transaction Board

Biographical Information of the Post-Transaction Board

Sean Cleary, Proposed Chairman, CEO and Director

Amyot Choquette, Proposed Director

Kurt Wasserman, Proposed Director

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

CCAA Proceedings

C. Appointment of Auditors

D. Approval of Incentive Compensation Plans

Background

Material Terms of the New Plans

Shareholder Approval of the New SO Plan

Shareholder Approval of the RSU/DSU Plan

Shareholder Approval of Specific RSUs

OTHER MATTERS

ADDITIONAL INFORMATION

BOARD APPROVAL

SCHEDULE “A”

STOCK OPTION PLAN

February 27, 2023

PART I INTERPRETATION

“ Eligible Charitable Organization ” means:

Strategic Resources Inc. Proxy Solicitation & Information Statement 2023