StrategX Elements Corp.

STRATEGX ELEMENTS CORP. #514 – 55 Water Street Vancouver, BC V6B 1A1

MANAGEMENT INFORMATION CIRCULAR

as at May 25, 2023 (except as indicated)

This information circular (“ Information Circular ”) is provided in connection with the solicitation of proxies by the management of StrategX Elements Corp. (the “ Company ”) for use at the Annual General Meeting of the shareholders of the Company (the “ Meeting ”) to be held on Thursday, June 29, 2023, at the Boardroom, Suite 600 – 890 West Pender Street, Vancouver, British Columbia at 11:00 a.m. (Vancouver Time) and at any adjournments thereof for the purposes set forth in the enclosed Notice of Annual General Meeting (“ Notice of Meeting ”).

The solicitation of proxies is made on behalf of the management of the Company. Such solicitation will be primarily by mail but may also be made by telephone or other electronic means of communication or in person by the directors and officers of the Company. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and this Information Circular will be borne by the Company. The cost of the solicitation will be borne by the Company.

DISTRIBUTION OF MEETING MATERIALS

This Information Circular and related Meeting materials are being sent to both registered and non-registered holders of common shares of the Company.

If you are a non-registered holder and the Company or its agent has sent these 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 common shares on your behalf. “Intermediary ” means a broker, a financial institution, an investment firm, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar selfadministered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds securities on behalf of a non-registered shareholder.

A shareholder may receive multiple packages of Meeting materials if the shareholder holds common shares through more than one Intermediary, or if the shareholder is both a registered shareholder and a non-registered shareholder for different shareholdings. Any such shareholder should repeat the steps to vote through a proxy, appoint a proxyholder or attend the Meeting, if desired, separately for each shareholding to ensure that all the common shares from the various shareholdings are represented and voted at the Meeting. Please return your voting instructions as specified in the appropriate voting information form.

PROXY INFORMATION

Appointment of Proxyholder

A duly completed form of proxy for the Company will constitute the persons named in the enclosed form of proxy as the shareholder’s proxyholder. The individuals whose names are printed in the enclosed form of proxy for the Meeting are directors and/or officers of the Company (the “ Management Proxyholders ”). The persons named in the enclosed form of proxy as Management Proxyholders have indicated their willingness to represent, as proxyholders, the shareholders who appoint them.

A shareholder has the right to appoint a person other than the Management Proxyholders to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder of the Company. Such a shareholder should notify the nominee of his or her appointment, obtain his or her consent to act as proxy and instruct him or her on how the shareholder’s shares are to be voted.

Voting Of Proxies

Each shareholder may instruct his/her proxyholder how to vote its shares by completing the blanks in the enclosed proxy form. Shares represented by properly executed proxy forms will be voted or withheld from voting on any poll in accordance with instructions made on the proxy forms, and, if a shareholder specifies a choice as to any matters to be acted on, such shareholder’s shares shall be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a shareholder as proxyholder, it is intended that such person will vote in favour of the matters to be voted on at the Meeting.

The enclosed form of proxy confers discretionary authority upon the persons named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Each proxy must be dated and executed by the shareholder or its attorney authorized in writing or by an Intermediary acting on behalf of a shareholder (see “ Voting by Non-Registered Shareholders ” below). In the case of a corporation, the proxy must be dated and executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation.

A proxy will not be valid for the Meeting or any adjournment thereof unless the completed, signed and dated form of proxy is delivered to the office of the Company’s registrar and transfer agent, Olympia Trust Company : by mail to PO Box 128, STN M, Calgary, AB T2P 2H6 Attn: Proxy Dept.; or you may alternatively fax your proxy to 403-6688307 or scan and email to [email protected]; or vote online at https://css.olympiatrust.com/pxlogin and enter the 12-digit control number, or as otherwise indicated in the instructions contained in the form of proxy (including, where applicable, through the transfer agent’s internet and telephone proxy voting services). All proxies in respect of the Meeting must be completed and received not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting, unless the chairman of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

Voting by Non-Registered Shareholders

The information in this section is important to many shareholders as a substantial number of shareholders do not hold their shares in their own name.

Shareholders who hold common shares through Intermediaries (such shareholders being collectively called “ Beneficial Shareholders ”) should note that only registered holders of common shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting.

If common shares are shown on an account statement provided to a Beneficial Shareholder by a broker or other Intermediary, then in almost all cases the name of such Beneficial Shareholder will not appear on the central securities register of the Company. Such common shares will most likely be registered in the name of the broker or an agent of the broker or other Intermediary. In Canada, the vast majority of such common shares will be registered in the name of “CDS & Co.”, the registration name of The Canadian Depository for Securities Limited, which acts as a nominee for many brokerage firms. Such common shares can only be voted by the Intermediary and can only be voted by them in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting instructions provided by their broker or other Intermediary with this Information Circular and ensure that they direct the voting of their common shares in accordance with those instructions.

Applicable regulatory policies require brokers and other Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. In accordance with the requirements of National Instrument 54101, the Company will distribute the Meeting materials to Intermediaries and clearing agencies for onward distribution to non-registered holders. The Company does not intend to pay Intermediaries to forward the Meeting materials if the non-registered holders have provided instructions to their Intermediary that they object to the Intermediary disclosing ownership information about the non-registered holders. In this case, such non-registered holder will not receive the

Meeting materials if the Intermediary does not assume the cost of delivery. Each Intermediary has its own mailing procedures and provides its own return instructions to clients.

Intermediaries are required to forward the Meeting materials to non-registered holders unless a non-registered holder has waived the right to receive Meeting materials. Generally, non-registered holders who have not waived the right to receive Meeting materials will be sent a voting instruction form which must be completed, signed and returned by the non-registered holder in accordance with the Intermediary’s directions on the voting instruction form. Intermediaries often use service companies to forward the Meeting materials to non-registered holders. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of common shares at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such common shares are voted .

In some cases, Beneficial Shareholders will instead be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of common shares beneficially owned by the Beneficial Shareholder but which is otherwise not completed. This form of proxy does not need to be signed by the Beneficial Shareholder, but, to be used at the Meeting, needs to be properly completed and deposited with Olympia Trust Company as described under “ Completion and Return of Proxy ” above.

The purpose of these procedures is to permit non-registered holders to direct the voting of the common shares that they beneficially own. Should a Beneficial Shareholder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Beneficial Shareholder), the Beneficial Shareholder should strike out the names of the persons named in the Proxy and insert the Beneficial Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.

Revocation of Proxies

A proxy may be revoked at any time prior to the exercise thereof. If a registered shareholder who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such shareholder may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it, any time before it is exercised, by instrument in writing executed by the registered shareholder or by his/her attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited to the office of the Company’s registrar and transfer agent, Olympia Trust Company : by mail to PO Box 128, STN M, Calgary, AB T2P 2H6 Attn: Proxy Dept.; or you may alternatively fax your proxy to 403-668-8307 or scan and email to [email protected]; or vote online at https://css.olympiatrust.com/pxlogin and enter the 12-digit control number, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of such Meeting. Only registered shareholders have the right to revoke a proxy. Non-registered shareholders (Beneficial Shareholders) who wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf well in advance of the Meeting.

RECORD DATE AND VOTING SECURITIES

The directors of the Company have set the close of business on May 25, 2023 , as the record date (the “ Record Date ”) for the Meeting.

Only common shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholders transfer shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established ownership of such shares, requests not later than 10 days before the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee will be entitled to vote such shares at the Meeting.

Voting at the Meeting will be by show of hands, with each shareholder present having one vote, unless a poll is requested or required, whereupon each shareholder or proxyholder present is entitled to one vote for each common share held.

The Company is authorized to issue an unlimited number of common shares without par value of which 32,652,679 common shares are issued and outstanding as at the Record Date. The Company has no other class of voting securities.

QUORUM

The Articles of the Company provide that a quorum for the transaction of business at the Meeting shall be two persons who are, or who represent by proxy, shareholders who are entitled to vote at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

To the knowledge of the directors and executive officers of the Company, and based on the Company’s review of the records maintained by Olympia Trust Company, electronic filings with the System for Electronic Document Analysis and Retrieval (SEDAR) and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), the following shareholders beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the voting rights attached to all outstanding shares of the Company as at the Record Date:

Shareholder Name And Address	Number of Shares Held	Percentage of Issued Shares
Darren Bahrey(1) Vancouver,BC	4,228,551(2)	13.0%

Notes:

(1) Mr. Bahrey is the President, CEO and a director of the Company.

(2) 1,655,550 of these shares are held by a private company controlled by Mr. Bahrey.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer of the Company, any nominee for election as a director of the Company or any associate or affiliate of any such person, in any matter to be acted upon at the Meeting other than the election of directors.

For the purpose of this disclosure, “ associate ” of a person means: (a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling the person to more than 10% of the voting rights attached to outstanding securities of the issuer; (b) any partner of the person; (c) any trust or estate in which the person has a substantial beneficial interest or in respect of which a person serves as trustee or similar capacity; and (d) a relative of that person if the relative has the same home as that person.

EXECUTIVE COMPENSATION

The Company is a “venture issuer” as defined under National Instrument 51-102 – Continuous Disclosure Obligations and is disclosing its director and executive compensation in accordance with Form 51-102F6V – Statement of Executive Compensation-Venture Issuers (“ Form 51-102F6V ”).

Definitions

In this Information Circular:

“ Board ” means the board of directors of the Company.
“ Chief Executive Officer ” or “ CEO ” means an individual who served as chief executive officer of the Company, or performed functions similar to a chief executive officer, for any part of the most recently completed financial year.
“ Chief Financial Officer ” or “ CFO ” means an individual who served as chief financial officer of the Company, or performed functions similar to a chief financial officer, for any part of the most recently completed financial year.
“ Exchange ” means the Canadian Securities Exchange.
“ Named Executive Officer ” or “ NEO ” means each of the following individuals:
(i) a CEO;
(ii) a CFO;
(iii) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V for that financial year; and
(iv) each individual who would be an NEO under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out a summary of compensation (excluding compensation securities) paid, awarded to or earned by the Named Executive Officers and any non-NEO directors of the Company for the periods noted therein:


		Table of compensation excluding compensation securities

Name and position	Year Ended Dec 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Darren Bahrey President, CEO & Director	2022 2021	102,000(1) 102,000(1)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	102,000 102,000
Ke Feng (Andrea) Yuan(2) CFO & Corp. Secretary	2022 2021	90,000(3) 82,500(3)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	90,000 82,500
Freeman Smith(4) VP Exploration	2022 2021	56,000(5) 63,000(5)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	56,000 63,000
Paula Caldwell St-Onge(6) Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Ryan McEachern(7) Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Paid to Global X Investments (2020) Ltd., a private company controlled by Mr. Bahrey.
(2) Ms. Yuan was appointed the CFO of the Company on March 1, 2021.
(3) Paid to Black Dragon Financial Consulting Services Inc., a private company controlled by Ms. Yuan.
(4) Mr. Smith was appointed the Vice-President Exploration of the Company on March 1, 2021. Subsequent to the year ended December 31, 2023, Mr. Smith ceased to be the Vice-President Exploration of the Company effective February 13, 2023, at which time he was engaged as a consultant to the Company.
(5) Paid to Omni Resource Consulting Ltd., a private company controlled by Mr. Smith.

(6) Ms. Caldwell St-Onge was elected a director of the Company on April 1, 2021.

(7) Mr. McEachern was elected a director of the Company on April 30, 2021.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to NEOs or non-NEO directors during the financial year ended December 31, 2022, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries .


		Compensation Securities

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Darren Bahrey President, CEO & Director	Stock Options	500,000(2) (7.9%)	Jan 10, 2022	0.25	0.245	0.255	Jan 10, 2027
Ke Feng (Andrea) Yuan CFO & Corp. Secretary	Stock Options	200,000(3) (3.1%)	Jan 10, 2022	0.25	0.245	0.255	Jan 10, 2027
Freeman Smith(4) VP Exploration	Stock Options	200,000(5) (3.1%)	Jan 10, 2022	0.25	0.245	0.255	Jan 10, 2027
Paula Caldwell St- Onge Director	Stock Options	200,000(6) (3.1%)	Jan 10, 2022	0.25	0.245	0.255	Jan 10, 2027
Ryan McEachern Director	Stock Options	200,000(7) (3.1%)	Jan 10, 2022	0.25	0.245	0.255	Jan 10, 2027

Notes:

(1) There were a total of 6,350,000 compensation securities outstanding as at December 31, 2022, comprised of 2,100,000 stock options and 4,250,000 compensation warrants. All compensation warrants were deposited into escrow and pursuant to the terms of an escrow agreement dated December 17, 2021, among the Company, Olympia Trust Company and certain shareholders of the Company, 10% were released from escrow on January 10, 2022 and 15% were released from escrow on each of July 10, 2022 and January 10, 2023, and an additional 15% will be released from escrow on each of July 10, 2023, January 10, 2024, July 10, 2024 and January 10, 2025.
(2) As at December 31, 2022, Mr. Bahrey held outstanding compensation securities exercisable for a total of 900,000 common shares of the Company: 500,000 stock options are exercisable at a price of $0.25/share and expire January 10, 2027; and 400,000 compensation warrants are exercisable at a price of $0.15/share and expire January 10, 2024.
(3) As at December 31, 2022, Ms. Yuan held outstanding compensation securities exercisable for a total of 400,000 common shares of the Company: 200,000 stock options are exercisable at a price of $0.25/share and expire January 10, 2027; and 200,000 compensation warrants are exercisable at a price of $0.15/share and expire January 10, 2024.
(4) Subsequent to the year ended December 31, 2023, Mr. Smith ceased to be the Vice-President Exploration of the Company effective February 13, 2023, at which time he was engaged as a consultant to the Company.
(5) As at December 31, 2022, Mr. Smith held outstanding compensation securities exercisable for a total of 400,000 common shares of the Company: 200,000 stock options are exercisable at a price of $0.25/share and expire January 10, 2027; and 200,000 compensation warrants are exercisable at a price of $0.15/share and expire January 10, 2024.
(6) As at December 31, 2022, Ms. Caldwell St-Onge held outstanding compensation securities exercisable for a total of 300,000 common shares of the Company: 200,000 stock options are exercisable at a price of $0.25/share and expire January 10, 2027; and 100,000 compensation warrants are exercisable at a price of $0.15/share and expire January 10, 2024.
(7) As at December 31, 2022, Mr. McEachern held outstanding compensation securities exercisable for a total of 300,000 common shares of the Company: 200,000 stock options are exercisable at a price of $0.25/share and expire January 10, 2027; and 100,000 compensation warrants are exercisable at a price of $0.15/share and expire January 10, 2024.

No compensation securities were exercised by NEOs or non-NEO directors during the financial year ended December 31, 2022.

External Management Companies

During the year ended December 31, 2022, no management functions of the Company were to any substantial degree performed by a person other than the directors or executive officers of the Company.

Employment, Consulting and Management Agreements

The Company has entered into verbal arrangements under which it pays it NEOs, directors and other executive officers as follows:

Named Executive Officers & Other Executive Officers

Darren Bahrey – CEO, President and a director

Mr. Bahrey’s engagement with the Company commenced on March 1, 2021. Global X Investments (2020) Ltd. (“ Global X ”), a private company owned by Mr. Bahrey, is currently paid $102,000/year for Mr. Bahrey’s services pursuant to a verbal arrangement between the parties. The Company intends to enter into a formal consulting agreement with Global X during fiscal 2023 upon completion of its next significant financing.

Ke Feng (Andrea) Yuan - CFO and Corporate Secretary

Ms. Yuan’s engagement with the Company commenced on March 1, 2021. Black Dragon Financial Consulting Services Inc. (“ Black Dragon ”), a company owned by Ms. Yuan, is currently paid $90,000/year for Ms. Yuan’s services pursuant to a verbal arrangement between the parties. The Company intends to enter into a formal consulting agreement with Black Dragon during fiscal 2023 upon completion of its next significant financing.

Gary Wong – Vice-President of Exploration

Mr. Wong’s engagement with the Company commenced on February 13, 2023. The Company has a verbal arrangement with PDM Technical Services Ltd. (“PDM”), a company controlled by Mr. Wong, is currently paid $96,000/year. The Company intends to enter into a formal consulting agreement with PDM during 2023 upon completion of its next significant financing.

Non-NEO Directors

Non-NEO directors do not currently receive compensation for acting as a director of the Company. Any directors’ fees that may be payable in fiscal 2023 will be made on an ad hoc basis by the Board.
Non-NEO directors are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors.
Non-NEO directors are entitled to participate in the Stock Option Plan.

Oversight and Description of Director and NEO Compensation

Director Compensation

The Company has no standard arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, except for the granting from time to time of incentive stock options in accordance with the Stock Option Plan and the policies of the Exchange and ad hoc awards of director fees from time to time. Currently, no formalized fees structure has been implemented with respect to the payment of fees to directors for serving as directors of the Company. Should the Company’s financial circumstances change in fiscal 2023, the Board as a whole will consider and determine compensation payable to the non-NEO directors of the Company, taking into consideration general industry standards for companies similar to the Company and the time and efforts provided to the Company by each non-NEO director.

The Board believes that the granting of incentive stock options provides a reward to directors for achieving results that improve the Company’s performance and thereby increase shareholder value, where such improvement is reflected in an increase in the Company’s share price. In making a determination as to whether a grant of long-term incentive stock options is appropriate and if so, the number of options that should be granted, the Board considers: the number and terms of outstanding incentive stock options held by each director; the aggregate value in securities of the Company that the Board intends to award as compensation; the potential dilution to shareholders; general industry standards and the limits imposed by the terms of the Stock Option Plan and Exchange policies. The granting of incentive stock options allows the Company to reward directors for their efforts to increase value for shareholders without requiring the Company to use cash from its treasury. The terms and conditions of stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Stock Option Plan, which are described under “ Description of the Stock Option Plan ” below.

The directors of the Company may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors.

Named Executive Officer Compensation

The Company is a junior resource company focused on its properties located in northern Canada. The Company has, as of yet, no significant revenues from operations and limited operating history. In the circumstances, the independent members of the Board have to consider not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial situation of the Company in the mid and long term.

Compensation paid to NEOs during the fiscal year ended December 31, 2022, is noted in the table above. The Company’s current verbal agreements with its CEO, CFO and Vice-President Exploration, are described above under “ Employment, Consulting and Management Agreements ”.

As the Company advances its exploration properties and grows its business, the general objectives of its compensation strategy will be to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management’s interests with the pursuit of the Company’s goals and growth strategies and the long-term interests of shareholders; (c) provide a compensation package that enables the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the financial constraints that the Company is under.

In considering the compensation of its NEOs, the independent members of the Board consider how they can best balance the interests of the Company and provide competitive compensation to attract and retain officers who will contribute to the success of the Company, while mindful of its financial constraints. The independent members of the Board take into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies.

An important element of executive compensation is that of stock options, which do not require cash disbursements by the Company. The Board believes that the granting of incentive stock options provides a reward to NEOs for achieving results that improve company performance and thereby increase shareholder value, where such improvement is reflected in an increase in the Company’s share price. In making a determination as to whether a grant of long-term incentive stock options is appropriate and if so, the number of options that should be granted, the independent members of the Board consider: the number and terms of outstanding incentive stock options held by each NEO; the aggregate value in securities of the Company that the Board intends to award as compensation; the potential dilution to

shareholders; general industry standards and the limits imposed by the terms of the Stock Option Plan and Exchange policies. The granting of incentive stock options allows the Company to reward NEOs for their efforts to increase value for shareholders without requiring the Company to use cash from its treasury. The terms and conditions of stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Stock Option Plan described under “ Description of the Stock Option Plan ” below.

Other than as described above, there are no other perquisites provided to the NEOs. The Company does not use specific benchmark groups in determining compensation or any element of compensation.

Pension Disclosure

No pension is provided to a director or Named Executive Officer of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s current stock option plan dated March 31, 2021 (the “ Stock Option Plan ”), being the Company’s only equity compensation plan as of the fiscal year ended December 31, 2022 and as of the Record Date. The Stock Option Plan was most recently approved by the shareholders of the Company at its last annual general meeting deemed held on July 15, 2022. The following information is as at December 31, 2022:

Plan Category	Number of common shares to be issued upon exercise of outstanding options (a)	Weighted average exercise price of outstanding options (b)	Number of common shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation Plans approved byShareholders	2,100,000	$0.25	2,797,901
Equity Compensation Plans not approved byShareholders	Nil	N/A	N/A
TOTAL:	2,100,000	N/A	2,797,901

Description of the Stock Option Plan

The following is a summary of the substantive terms of the Stock Option Plan:

The Stock Option Plan is a “ rolling ” 15% stock option plan. It is administered by the Board who has the full authority and sole discretion to grant options under the Stock Option Plan to any eligible recipient, including themselves. Eligible recipients include: directors, officers, employees and consultants of, or employees of management companies providing services to, the Company or its subsidiaries.
The aggregate number of common shares that may be issued upon the exercise of stock options granted under the Stock Option Plan may not exceed 15% of the number of issued and outstanding common shares of the Company at the time of granting of options.
The maximum number of common shares which may be reserved for issuance to any one option holder will be subject to applicable securities laws and policies of the stock exchange on which the Company’s shares are listed at the time of grant of the options.
The exercise price of options will be set by the Board in compliance with applicable regulatory requirements at the time of grant. As of the date hereof, Exchange policies mandate that the exercise price must be no less than the greater of the closing market price of the common shares on (a) the trading day prior to the date of grant of the option, and (b) the date of grant of the option.
Options may have a maximum exercise period of ten (10) years.

Options are non-assignable and non-transferable (subject to options being exercisable by the optionee’s heirs or administrator).
On the death, disability or termination of services/employment of an optionee:
(a) any vested options held by an optionee who ceases to be an eligible optionee under the Stock Option Plan for any reason other than those set out in (b) – (d) below, will expire on the earlier of the 90[th ] day following the date the optionee ceased to be an eligible optionee and the date of expiration of the term otherwise applicable to such options;
(b) in the case of the termination of an optionee due to disability, any vested options held by the optionee at the date of termination will become exercisable by the optionee until the earlier of six months after the termination date and the date of expiration of the term otherwise applicable to such option;
(c) in the case of death of an optionee, any vested options held by the deceased at the date of death will become exercisable by the optionee’s estate until the earlier of one year after the date of death and the date of expiration of the term otherwise applicable to such option; and
(d) in the case of an optionee ceasing to be an eligible optionee as a result of (i) termination for cause, (ii) the optionee ceasing to meet the qualifications set forth in corporate or other legislation applicable to the Company, (iii) in the case of a director, a special resolution having been passed by the shareholders of the Company removing the optionee as a director of the Company, or (iv) an order made by any regulatory authority having jurisdiction to so order the cessation of the optionee as a service provider to the Company, then such optionee’s options, whether or not vested at the date of such dismissal or other termination or cessation, will immediately terminate without right to exercise same.
Any options that expire unexercised or that are otherwise lawfully cancelled will be eligible for re-issue under the Stock Option Plan.
The Stock Option Plan contains provisions for adjustment in the number of common shares or other property issuable on exercise of a stock option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the Company’s common shares.
The Company has the authority to deduct and withhold, or require an optionee to remit to the Company, the amount of any taxes or other required source deductions which the Company is required by law or regulation of any governmental authority whatsoever to remit in connection with any issuance of common shares upon the exercise of options.

A copy of the Stock Option Plan is available for review at the Company’s office during normal business hours up to and including the date of the Meeting.

In accordance with regulatory requirements, as the Stock Option Plan is a “rolling” stock option plan, it must receive approval of the Company’s shareholders yearly at the Company’s annual general meeting. Refer to “ Particulars of Matters to be Acted Upon – 5. Approval of Continued Use of the Stock Option Plan ” below.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

Other than routine indebtedness, as that term if defined in paragraph 10.3(c) of Form 51-102F5, no directors, executive officers and employees and no former directors, executive officers and employees of the Company are or were indebted to the Company in connection with a purchase of securities as at the Record Date; however, a private company having a common director and executive officer is indebted to the Company for other indebtedness as at the Record Date, as follows:

AGGREGATE INDEBTEDNESS ($)	AGGREGATE INDEBTEDNESS ($)

Purpose	To the Company	To Another Entity
(a)	(b)	(c)
Sharepurchases	Nil	Nil
Other	US$99,543.27	Nil

Indebtedness of Directors and Executive Officers under Securities Purchase and Other Programs

Other than routine indebtedness, as that term is defined in paragraph 10.3(c) of Form 51-102F5, no directors, executive officers and employees and no former directors, executive officers and employees of the Company are or were indebted to the Company as at the Record Date, except as following:


		AGGREGATE INDEBTEDNESS

Name and Principal Position	Involvement of Company or Subsidiary	Largest Amount Outstanding During Year Ended Dec 31, 2022	Amount Outstanding as at the date of this Annual Listing Statement	Financially Assisted Securities Purchases During Year Ended Dec 31, 2022	Security for Indebtedness	Amount Forgiven During Year Ended Dec 31, 2022
10X Minerals Corp.(1)	StrategX	US$99,543.27(1)	US$99,543.27	Nil	Nil	Nil
Notes:

(1) On August 1, 2018, the Company entered into a Revolving Line of Credit Agreement with Darren Bahrey, President, CEO & a director of the Company, pursuant to which the Company agreed to lend Mr. Bahrey up to US$100,000, the funds of which are to be used exclusively for making payments towards maintenance of Project Green located in the Republic of Panama and registered in Mr. Bahrey’s name. The terms of the loan include: no interest is payable on the principal; the maturity date at which time all outstanding principal is due is July 31, 2025; and the borrower may prepay the loan at any time without penalty. Concurrent with the first advance of funds under the line of credit agreement, on September 1, 2018, Mr. Bahrey executed a Promissory Note for US$100,000. On June 15, 2021, Mr. Bahrey transferred his interest in Project Green to 10X Minerals Corp. Concurrently, Mr. Bahrey and 10X Mineral Corp. entered into an assignment and assumption agreement pursuant to which 10X Minerals Corp. assumed all of Mr. Bahrey’s obligations under the Revolving Line of Credit Agreement. 10X Minerals Corp. is a private company of which Mr. Bahrey is a director.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than transactions carried out in the normal course of business of the Company or any of its affiliates, no informed person and none of the proposed directors of the Company or any associate or affiliate of any informed person or proposed director had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

Applicable securities legislation defines “ informed person ” to mean any of the following: (a) a director or executive officer of a reporting issuer; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a

combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

MANAGEMENT CONTRACTS

During the year ended December 31, 2022, no management functions of the Company were to any substantial degree performed by a person other than the directors or executive officers of the Company.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to 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. 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.

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires that each reporting company disclose its corporate governance practices on an annual basis. The Company’s general approach to corporate governance is summarized below.

Board of Directors

Independence

The Board facilitates its exercise of independent supervision over the Company’s management through meetings of the Board. The Company has three directors: Darren Bahrey, Paula Caldwell St-Onge and Ryan McEachern. As the size of the Board is small, the Board has no formal procedures designed to facilitate the exercise of independent supervision over management, relying instead on the integrity of the individual members of its management team to act in the best interests of the Company.

Section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) sets out the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship to the Company.

Applying the definition set out in section 1.4 of NI 52-110, two of the three members of the Board are independent. The members who are independent are: Paula Caldwell St-Onge and Ryan McEachern, as they have no direct or indirect material relationship with the Company. Darren Bahrey is not independent by virtue of the fact that he is an executive officer of the Company (i.e., the President and CEO) and a significant shareholder.

Other Directorships

Certain directors are presently a director of one or more other reporting issuers or reporting issuer equivalents, as set out below:

Name of Director	Reporting Issuer(s) or Equivalent(s)
Paula Caldwell St-Onge	Earth Alive Clean Technologies Inc.(TSXV:EAC)

Orientation and Continuing Education

The Company has not adopted a formalized process of orientation for new Board members. Orientation of new directors has been and will be conducted on an ad hoc basis through discussions and meetings with other directors and officers where a thorough description of the Company’s business, assets, operations and strategic plans and objectives are discussed. Orientation activities have been and will be tailored to the particular needs and experiences of each director and the overall needs of the Board.

In order to achieve continuing improvement in Board performance, all directors are encouraged to undergo continual professional development, however, the Board does not take any formal measures to provide continuing education for the directors. Directors are kept informed as to matters impacting, or which may impact, the Company’s operations through periodic discussions and through presentations at the Board meetings. Directors are also provided the opportunity to meet with senior management, advisors and other directors who can answer any questions that may arise.

At this stage in the Company’s development, and having regard to the background and experience of its directors, the Board does not feel it necessary to have such policies or programs in place.

Ethical Business Conduct

The Board has not adopted a formal written Code of Business Conduct and Ethics. In recruiting new Board members, the Board considers only persons with a demonstrated record of ethical business conduct.

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

Nomination of Directors

Due to the Company’s size and stage of development, the Board does not have a nominations committee nor has the Board adopted a written mandate or formal procedure with respect to the nomination of directors. Nominees have historically been recruited by the efforts of existing Board members, and the recruitment process has involved both formal and informal discussions among Board members. New nominees must have at track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company’s mission and strategic objectives and have a willingness to serve.

Compensation

Due to the Company’s size and stage of development, it does not have a separate compensation committee, but rather, the Board as a whole determines executive and director compensation by way of discussions at Board meetings. The independent members of the Board are also responsible for determining the compensation to be paid to the executive directors of the Company. Should the Company’s circumstances change to warrant a separate compensation committee, one will be established.

As at the date of this Information Circular, the Company has verbal agreements with its NEOs with respect to their compensation arrangements (see “ Executive Compensation – Employment, Consulting and Management Agreements ” above). The Board expects that it will enter into formal written agreements with the NEOs in fiscal 2023 upon completion of its next significant financing. Until such time, the non-NEO Board members review the compensation of the NEOs on an annual basis. The Company recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each of the NEOs. The Company’s executive compensation practices are intended to provide both current and long term rewards to its NEOs that are competitive within the compensation practices of the industry and consistent with their individual performance and contribution to the Company’s objectives. In determining the appropriate compensation of an executive officer, the Board considers the responsibilities of the individual, comparable salaries in the industry, the experience level of the individual and overall performance.

Non-executive directors are currently not paid a director fee. Non-executive director compensation will be reviewed by the Board on an annual basis.

Other Board Committees

The Board has no standing committees other than the Audit Committee.

Assessments

The Board monitors, but does not formally assess, the performance of individual Board members and their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company’s size and its stage of development, the Board considers a formal assessment process to be inappropriate at this time.

Audit Committee

NI 52-110 requires the Company’s Audit Committee to meet certain requirements. It also requires the Company to disclose in this Information Circular certain information regarding the Audit Committee. That information is disclosed below.

Overview

The Audit Committee’s mandate includes reviewing: (i) the financial statements, reports and other financially-based information provided to Shareholders, regulators and others; (ii) the internal controls that management and the Board have established; and (iii) the audit, accounting and financial reporting processes generally. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system, reviews and appraises the work of the external auditors, and provides an open avenue of communication between the external auditors, senior management and the Board.

The Audit Committee Charter

The Company’s Board has adopted an Audit Committee Charter which sets out the Audit Committee’s mandate, organization, powers and responsibilities. A copy of the Audit Committee Charter is attached hereto as Schedule “A”.

Composition of the Audit Committee

The Company’s Audit Committee is comprised of all three of its directors: Darren Bahrey, Paula Caldwell St-Onge and Ryan McEachern. The following table sets out the names of the members of the Audit Committee and whether they are “ independent” and “ financially literate” for the purposes of NI 52-110.

Name of Member	Independent(1)	Financially Literate(2)
Darren Bahrey	No	Yes
Paula Caldwell St-Onge	Yes	Yes
Ryan McEachern	Yes	Yes
Notes:

(1) To be independent, a member of the Audit Committee must not have any direct or indirect ‘material relationship’ with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. Accordingly, an executive officer of the Company is not independent, nor is a director that is paid consulting fees for non-director services provided to the Company.

(2) To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

The education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements;
(b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting, are as follows:

Member	Education/Experience
Darren Bahrey	Mr. Bahrey, B.Sc., received his Bachelor of Science degree from the University of BC in 1990. Mr. Bahrey has over 20 years’ experience in preparing and reviewing financial statements for publicly-listed companies and serving on Audit Committees for publicly-listed companies. Mr. Bahrey founded Oro Mining Ltd (now Mako Mining Corp.) in 2004 and served as its President and CEO from September 15, 2004 to November 30, 2011. Mr. Bahrey has previously served in the capacity of director or CEO of multiple public companies including GR Silver Mining Ltd. (Director, 2012 – 2020), Oro Mining Ltd. (CEO, 2005 – 2012), Oro Silver Ltd. (CEO, 2007 – 2011),and BC Gold Corp.(Director,2007 – 2010).
Paula Caldwell St-Onge	Ms. Caldwell St-Onge has worked in several government departments where she gained expertise in communications, environmental sustainability and political risk. She has been a Director General of Canada’s Environmental Federal national programs on Enforcement, Environmental assessments and Emergency and Preparedness and has also served as Senior Trade Commissioner, Minister Counsellor of Trade, Consul General and Ambassador in Brazil, Mexico, Texas (and 5 surrounding States), and Haiti respectively. Ms Caldwell St-Onge’s most recent service position was as Director General of the Pan African bureau at Global Affairs Canada (October 2017 – April 2020). As a Senior Executive in Government for 20 years, Ms. Caldwell St-Onge managed budgets of >$30 million and reviewed and directed the preparation of financial statements and audit reports. Ms. Caldwell St- Onge has an undergraduate degree from Queen’s University and an MBA (Leadership and Sustainability) from the University of Cumbria. Her MBA courses contained content on general accounting principles and information on how to prepare and read financial statements. In addition, she has taken the Institute of Corporate Directors course, which included content that focused on financial literacy, red flags in financial statements and the roles and duties of the Audit Committee. Ms. Caldwell St-Onge is currently an independent director of Earth Alive Clean Technologies Inc. (TSXV:EAC) and was also a director of Teranga Gold Corp. (recently acquired by Endeavour Mining PLC) from June 2020 – February 2021. In both of these latter roles as a director of a public company, Ms. Caldwell St-Onge was required to review and approve financial statements.
Ryan McEachern	Mr. McEachern, P.Geo., received his Bachelor of Science Geology degree from Lakehead University in 1990 and his MBA focused on Finance, General from Wilfrid Laurier University in 2001. Mr. McEachern’s MBA courses contained content on general accounting principles and information on how to prepare and read financial statements. Mr. McEachern was the Finance Manager for Placer Dome from September 2001 – September 2003. Following that, he worked for Orion Securities for twoyears(September 2003 – August 2005)as a Research Analyst analyzing

publicly-listed mining and exploration companies and providing equity research reports for said companies, which included creating financial valuations models for said mining companies. Mr. McEachern currently serves as the Managing Director of the Mining Suppliers Trade Association Canada. During the past seven years in this role, he has been directly responsible for overseeing financial audits by external auditors and as secretary to the Board of Directors is responsible for creating the summary report and recommendations of the financial auditors to the Board of Directors Financial Audit Committee.

Audit Committee Oversight

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

Reliance on Exemptions in NI 52-110 – Audit Committee Composition & Reporting Obligations

Since the Company is a “ venture issuer ” (as such term is defined in NI 52-110), it is relying on the exemption contained in Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about an audit committee in the Company’s Annual Information Form, if any, and this Information Circular).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter, attached hereto as Schedule “A”.

External Auditor Service Fees (By Category)

The Company’s independent auditors are Crowe MacKay LLP. Fees paid or accrued for audit and other services provided by the Company’s independent auditors during the last two fiscal years are outlined below:

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31,2022	$28,000	Nil	Nil	Nil
December 31,2021	$22,421	Nil	Nil	Nil

Notes:

(1) The aggregate fees billed by the Company’s auditor for audit fees.

(2) The aggregate fees billed for assurance and related services by the Company’s auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not disclosed in the ‘Audit Fees’ column.

(3) The aggregate fees billed for professional services rendered by the Company’s auditor for tax compliance, tax advice and tax planning. These services include the filing of the Company’s annual tax returns.

(4) The aggregate fees billed for professional services other than those listed in the other three columns.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements and Auditor’s Report

The Board has approved the audited financial statements for the fiscal year ended December 31, 2022, together with the auditor’s report thereon, copies of which have been sent to those shareholders who had requested receipt of same. Copies of these materials are also available on SEDAR at www.sedar.com.

2. Re-Appointment of Auditors

Shareholders of the Company will be asked to vote for the approval of the re-appointment of Crowe MacKay LLP, Chartered Professional Accountants, of Vancouver, British Columbia, as auditor of the Company, to hold office until the next annual general meeting of the shareholders, or until its successor has been appointed, at a remuneration to be fixed by the directors.

Management recommends a vote “FOR” the approval of the foregoing resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of proxy intend to vote FOR the approval of the foregoing resolution.

3. Set Number of Directors

Management of the Company intends to propose a resolution to set the number of directors at three (3).

4. Election of Directors

It is proposed that the below-stated nominees be elected at the Meeting as directors of the Company for the ensuing year. The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the election of the nominees listed below to the Board. Each director elected will hold office until the close of the next annual general meeting or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated.

The following table sets out the names of management’s nominees for election as directors, all offices in the Company each now holds, each nominee’s current principal occupation, business or employment, the period of time during which each has been a director of the Company and the number of common shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at May 25, 2023. Management of the Company does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

Name, Province or State and Country of Residence and Position Held	Principal Occupation for the Past Five (5) Years	Director of the Company Since	Number of Shares Beneficially Owned or Controlled(1)
Darren Bahrey(2) British Columbia, Canada CEO, President & Director	CEO of the Company (since Mar 2021); CEO of Oro Exploration Ltd., a private gold exploration company (since Nov 2014); and CEO of a DFX Exploration Ltd.,aprivate company (since Nov 2011)	Jun 28, 2018	4,228,551(3)
Paula Caldwell St-Onge(2) Quebec, Canada Director	Retired (since May 2020); Director General, Pan African Affairs, Global Affairs Canada (Oct 2017 – Apr 2020); and Canadian Ambassador in Haiti, Global Affairs Canada(Aug2014 – Sep2017)	April 1, 2021	56,000
Ryan McEachern(2) Ontario, Canada Director	Managing Director of Mining Suppliers Trade Association Canada(since Sep2014)	April 30, 2021	10,000

Notes:

(1) This information has been furnished by the respective directors.

(2) Denotes member of Audit Committee.

(3) 1,655,550 of these shares are held by a private company controlled by Mr. Bahrey.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, no proposed director:

(a) 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:
(i) 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
(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
(b) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 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 had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties and Sanctions

To the knowledge of the Company, no proposed director:

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

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

5. Approval of Continued Use of the Stock Option Plan

The Company maintains a 15% rolling Stock Option Plan which was approved by the shareholders of the Company at its last annual general meeting deemed held on July 15, 2022 (refer to “ Description of the Stock Option Plan ” above for further details of the Stock Option Plan). In accordance with regulatory requirements, the Company must receive approval of the Company’s shareholders yearly at the Company’s annual general meeting. Therefore, shareholders will be asked at the Meeting to consider and, if thought fit, to approve the following ordinary resolution ratifying and approving the continued use of the Company’s Stock Option Plan.

“BE IT RESOLVED, as an ordinary resolution, that, subject to regulatory approval:

the stock option plan (the “ Plan ”) of StrategX Elements Corp. (the “ Company ”), details of which are set forth in the Company’s Information Circular dated May 25, 2023, be, and is hereby reapproved and confirmed for continuation until the next annual general meeting of the Company or until the board of directors of the Company (the “ Board ”) sooner terminates such Plan, in its sole discretion;
the Company be and is hereby authorized to grant options pursuant and subject to the terms and conditions of the Plan, entitling all of the optionholders in aggregate to purchase up to such number of common shares of the Company as is equal to 15% of the number of common shares issued and outstanding on the applicable grant date;
the Board, or any committee created by the Board as permitted under the Plan, be and is hereby authorized in its absolute discretion, to administer the Plan and to make such amendments or modifications to the Plan from time to time as the Board may, in its discretion, consider appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities and, if required, the shareholders;
the Company be and is hereby authorized, at the discretion of the Board, to amend the exercise price of previously granted option agreements without further approval by the shareholders, subject to compliance with the policies of the Canadian Securities Exchange; 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, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions.”

ADDITIONAL INFORMATION

Additional information relating to the Company concerning the Company and its operations is available on the Company’s website at www.strategxcorp.com and on SEDAR at www.sedar.com. Financial information concerning the Company is provided in its comparative financial statements and management’s discussion and analysis for the Company’s most recently completed financial year. Copies of this information are available on SEDAR and on the Company’s website, or by contacting the Corporate Secretary of the Company at its offices located at #514 – 55 Water Street, Vancouver, BC V6B 1A1; Tel: 1-855-787-2849; Email: [email protected]

OTHER MATTERS TO BE ACTED UPON

Management of the Company is not aware of any matter to come before the Meeting other than the matters referred to in the Notice of the Meeting. However, if any other matter properly comes before the Meeting, the accompanying form of proxy confers discretionary authority to vote with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters that properly may come before the Meeting.

BOARD APPROVAL

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

Dated this 25[th] day of May, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS

“ Darren Bahrey ” DARREN BAHREY President, CEO & Director

Schedule “A” to Information Circular of StrategX Elements Corp. (May 25, 2023)

AUDIT COMMITTEE CHARTER

(attached hereto)

STRATEGX ELEMENTS CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

The Audit Committee (the “ Committee ”) of the board of directors (the “ Board ”) of StrategX Elements Corp. (the “ Company ”) is a standing committee of the Board whose primary function is to assist the Board in fulfilling its oversight responsibilities by reviewing (1) the financial statements, reports and other financially-based information provided to shareholders, regulators and others; (2) the internal controls that management and the Board have established; and (3) the audit, accounting and financial reporting processes generally.

In meeting these responsibilities, the Committee will:

(a) monitor the financial reporting process and internal control system;
(a) review and appraise the work of the external auditors; and
(b) provide an open avenue of communication between the external auditors, senior management and the Board.

The external auditors are accountable to the shareholders through the Committee. The Committee is responsible for ensuring that the external auditors comply with the requirements stipulated in this Charter and satisfying itself of the external auditors’ independence.

2. Composition

The Committee shall be composed of a minimum of three directors of the Company, a majority of whom are independent. An independent director, as defined in National Instrument 52-110 - Audit Committees (“ NI 52-110 is a director who has no direct or indirect material relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a members independent judgment or as otherwise determined to be independent in accordance with NI 52-110.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the 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 shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Members shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience. The chairperson of the Committee (the “ Chairperson ”) shall be appointed by the Board for a one-year term, and may serve any number of consecutive terms.

3. Meetings

The Committee shall try to meet at least four times per year and may call special meetings as required. A quorum at meetings of the Committee shall be its Chairperson and one of its other members or the Chairman of the Board. The Committee may hold its meetings, and members of the Committee may attend meetings, by telephone conference if this is deemed appropriate.

The Chairperson shall, in consultation with management and the external auditor and internal auditor (if any), establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members with sufficient time for study prior to the meeting. The external auditor will also receive notice of all meetings of the Committee. The Committee may employ a list of prepared questions and considerations as a portion of its review and assessment process.

The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to Committee members with copies to the Board, the Chief Executive Officer, the Chief Financial Officer and the external auditor.

4. Responsibilities and Duties

Audit Committee

To fulfill its responsibilities and duties, the Committee shall:

(a) Review this Charter annually, and update if necessary.
(b) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.
(c) Where the Committee deems it necessary, obtain a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company.
(d) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(e) Take, or recommend that the full Board, take appropriate action to oversee the independence of the external auditors.
(f) Recommend to the Board the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(g) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent (5%) of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and
(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee. Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Chairperson

The fundamental responsibility of the Chairperson is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. To that end, the Chairperson’s responsibilities shall include:

(a) working with the Chairman of the Board, the Chief Executive Officer and the Secretary to establish the frequency of Committee meetings and the agendas for meetings;
(b) providing leadership to the Committee and presiding over Committee meetings;
(c) facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints;
(d) reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee;
(e) leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and
(f) taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.

5. Financial Reporting Processes

(a) Review, discuss and recommend to the Board for approval, the annual audited financial statements and related “management’s discussion and analysis” prior to delivery to shareholders, and where applicable, filing with securities regulatory authorities.
(b) Review and discuss with the external auditors the results of their reviews and audit, any issues arising and management’s response, including any restrictions on the scope of the external auditors’ activities or requested information and any significant disagreements with management, and resolving any disputes.
(c) Review, discuss, approve, or recommend to the Board for approval, the quarterly financial statements and quarterly “management’s discussion and analysis” prior to delivery to shareholders, and where applicable, filing with securities regulatory authorities.
(d) Review and discuss with management and the external auditors the Company’s critical accounting policies and practices, material alternative accounting treatments, significant accounting and reporting judgments, material written communications between the external auditor and management (including management representation letters and any schedule of unadjusted differences) and significant adjustments resulting from the audit or review.
(e) Where applicable, review and discuss with management the Company’s earnings press releases, and such other relevant public disclosures containing financial information as the Committee may consider necessary or appropriate.
(f) Where applicable, review and discuss with management the disclosure controls relating to the Company’s public disclosure of financial information, including information extracted or derived from the financial statements, and periodically assess the adequacy of such procedures.
(g) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.
(h) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
(i) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
(j) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(k) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(l) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(m) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(n) Review the certification process.
(o) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

6. Other

Review any related-party transactions.

This Audit Committee Charter was approved and adopted by the Board, and made effective in full force and effect on April 30, 2021.

AI assistant

StrategX Elements Corp. — Regulatory Filings 2023

48070_rns_2023-06-02_381f7715-e2d0-487b-8b9f-4cca7a8bd9b6.pdf

STRATEGX ELEMENTS CORP. #514 – 55 Water Street Vancouver, BC V6B 1A1

MANAGEMENT INFORMATION CIRCULAR

DISTRIBUTION OF MEETING MATERIALS

PROXY INFORMATION

Appointment of Proxyholder

Voting Of Proxies

COMPLETION AND RETURN OF PROXY

Voting by Non-Registered Shareholders

Revocation of Proxies

RECORD DATE AND VOTING SECURITIES

QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

EXECUTIVE COMPENSATION

Definitions

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

External Management Companies

Employment, Consulting and Management Agreements

Named Executive Officers & Other Executive Officers

Non-NEO Directors

Oversight and Description of Director and NEO Compensation

Director Compensation

Named Executive Officer Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Description of the Stock Option Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Independence

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

Audit Committee

Overview

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

External Auditor Service Fees (By Category)

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements and Auditor’s Report

2. Re-Appointment of Auditors

3. Set Number of Directors

4. Election of Directors

Corporate Cease Trade Orders or Bankruptcies

Penalties and Sanctions

5. Approval of Continued Use of the Stock Option Plan

ADDITIONAL INFORMATION

OTHER MATTERS TO BE ACTED UPON

BOARD APPROVAL

ON BEHALF OF THE BOARD OF DIRECTORS

STRATEGX ELEMENTS CORP.

STRATEGX ELEMENTS CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

2. Composition

3. Meetings

4. Responsibilities and Duties

Audit Committee

Chairperson

5. Financial Reporting Processes

6. Other

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StrategX Elements Corp. Regulatory Filings 2023