Syntholene Energy Corporation — Proxy Solicitation & Information Statement 2020

Dec 1, 2020

GK RESOURCES LTD.

c/o Suite 1500 – 1055 West Georgia Street Vancouver, BC V6E 4N7 Telephone No.: (647) 407-2515

INFORMATION CIRCULAR

as at November 23, 2020 (except as otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of GK Resources Ltd. for use at the annual general meeting (the “Meeting”) of its shareholders to be held on Wednesday, December 23, 2020 at the time and place and for the purposes set forth in the accompanying notice of Meeting.

In this Information Circular, references to “the Company ”, “we” and “our” refer to GK Resources Ltd. “ Common Shares ” means common shares in the capital of the Company. “ Beneficial Shareholders ” means shareholders who do not hold Common Shares in their own name and “ intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. “ Registered Shareholder ” means the person whose name appears on the central securities register maintained by or on behalf of the Company and who holds Common Shares in his or her own name.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

• (b) any amendment to or variation of any matter identified therein, and

• (c) any other matter that properly comes before the Meeting.

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In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by choosing one of the following methods:

• (a) complete, date and sign the enclosed form of proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or

• (b) use a touch-tone phone to transmit voting choices to the toll-free number given in the proxy. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder’s account number and the proxy access number; or

• (c) log onto Computershare’s website at www.investorvote.com. Registered Shareholders must follow the instructions provided on the website and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

In either case you must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Company’s board of directors (the “ Board ”) at its discretion without notice. Please note that in order to vote your Common Shares in person at the Meeting, you must attend the Meeting and register with the Scrutineer before the Meeting. If you have already submitted a Proxy, but choose to change your method of voting and attend the Meeting to vote, then you should register with the Scrutineer before the Meeting and inform them that your previously submitted proxy is revoked and that you personally will vote your Common Shares at the Meeting.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States of America (the “U.S.” or the “United States”) the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required 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 to clients.

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

These securityholder materials are sent to both registered and non-registered (beneficial) owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

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

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a Voting Instruction Form (“VIF”) in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), different from the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right insert the name of your desired representative (which may be you) in the blank space provided in the VIF. Once you have completed and signed your VIF return it to Broadridge by mail or facsimile, or deliver your voting instructions to Broadridge by phone or via the internet, in accordance with Broadridge’s instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting as per your instructions; or (b) have an alternate representative chosen by you duly appointed to attend and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934 , as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia) (the “ BCA ” and the “ Act ”), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

• (a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the proxy bearing a later date to Computershare or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

• (b) personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, as further described below.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed November 23, 2020 as the record date (the “ Record Date ”) for determining persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Common Shares are listed for trading on the TSX Venture Exchange (the “ TSXV ”) and the Company is authorized to issue an unlimited number of Common Shares. As of November 23, 2020, there were 16,710,730 Common Shares without par value issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

Escrow Shares

As of November 23, 2020, there were 3,411,000 Common Shares held in escrow under an escrow agreement dated January 7, 2019.

To the knowledge of the directors and executive officers of the Corporation, the only person or corporation that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as at the Record Date is:

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	Number of Common	Percentage of Issued
Shareholder Name	Shares Held	Common Shares
Broma Resource Master Fund Inc.	3,250,000(1)	19.45%
Ian McDonald	2,588,500(2)	15.49%

Note:

• (1) Broma Resource Master Fund Inc., a company controlled by Lukas Henrik (Harry) Lundin, holds 2,437,500 Common Shares and Bromma Gold Master Fund Inc., a company also controlled by Mr. Lundin, holds 2,437,500 Common Shares.

• (2) Mr. McDonald also holds Options to purchase 150,000 Common Shares at an exercise price of $0.20, expiring on March 25, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

The following document filed with the securities commissions or similar regulatory authority in British Columbia, Alberta and Ontario, are specifically incorporated by reference into, and form an integral part of, this information circular:

• The audited consolidated financial statements for the Company’s financial year ended September 30, 2019, a copy of which was filed on January 28, 2020 under the Company’s SEDAR profile at www.sedar.com.

A copy of the document incorporated herein by reference may be obtained, without charge, by a shareholder upon request from the Company at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7 or by telephone (647) 407-2515. This document is also available via the internet under the Company’s SEDAR profile at www.sedar.com.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions to set the number of directors, the election of directors and the appointment of the auditor as described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to fill, all such nominees will be declared elected or appointed by acclamation.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the financial year ended September 30, 2019, the report of the auditor thereon and the related management’s discussion and analysis were filed on SEDAR at www.sedar.com and will be tabled at the Meeting.

ELECTION OF DIRECTORS

At the Meeting, Shareholders of the Company will be asked to vote on the ordinary resolution to set the number of directors of the Company at four (4). As of the date of this Information Circular, the current directors of the Company are: Ian McDonald, Anthony Polglase, Luis Mauricio Azevedo and Alan De’Ath.

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless a director’s office is vacated earlier, in accordance with the provisions of the BCA, each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

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Management Director Nominees

The following table sets out the names of management’s nominees for election as director, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s current principal occupation, business or employment (for the five preceding years for each new nominee), 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 November 23, 2020.

Nominee Position
with the Company			Common Shares
and Province or State		Period as a	Beneficially
and Country of	Occupation, Business or	Director of the	Owned or
Residence	Employment(1)	Company	Controlled(1)
Ian McDonald(2)(3)(4)	Corporate development and business	Since December	2,588,500(5)
Director and CEO	consultant (November 2017 to	2018
Ontario, Canada	Present); VP Corporate Development
	of Avnel Gold Mining Ltd. (August
	2016 to October 2017), Institutional
	Equity Sales at Haywood Securities
	Inc. (June 2011 to August 2016), Chief
	Executive Officer of Bright Minds
	Biosciences Inc. (May 2019 to
	present).
Anthony (Tony)	Founder and Principal Engineer of	Since	Nil
Polglase(2)(3)(4)	Kernow Mining Ltd.; (Since April	September 11,
Director	2019); Director of Black Cat Syndicate	2019
Western Australia,	Limited (since 2020), Director of New
Australia	World Resources Limited (since 2019),
	Chief Executive Officer (Brazil) of Oz
	Minerals (2018-2019), Managing
	Director of Avanco Resources (2007-
	2019).
Luis Mauricio Azevedo	Oz Minerals Brazil, Director	Since	Nil
Director	(Chairman) (current); Managing	September 11,
Rio de Janeiro, Brazil	Partner, FFA Legal (current); Director,	2019
	Harvest Minerals (since 2012);
	Director, Serabi Gold (current);
	Director, Jangada Mines plc. (since
	2012); Director, ValOre Metals Corp.
	(since 2019); Director, Avanco
	Resources Ltd. (from 2013 to 2018);
	Director, Talon Metals Corporation
	(from 2005 to 2019); Director, Brazil
	Minerals (from 2013 to 2015).
Alan De’Ath(2)(3)(4)	Director, Corsa Coal Corp. (since July	Since	Nil
Director	2013); Director and Principal	September 11,
Ontario, Canada	Consultant, AMDresources (since	2019
	December, 2012).

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees, or obtained from information available on SEDI.

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• (2) Member of the Audit Committee.

• (3) Member of Compensation Committee.

• (4) Member of Corporate Governance Committee.

(5) Mr. McDonald also holds Options to purchase 150,000 Common Shares at an exercise price of $0.20, expiring on March 25, 2024.

Biographies of Director Nominees

Ian McDonald

Mr. McDonald holds a Bachelor of Science from Arizona State University. He has served as a director of other TSX Venture Exchange and CSE listed companies and has been an audit committee member of Capstock Financial Ltd. (now Gespeg Resources Inc.). Previously, he worked in a senior role at a Canadian Investment Bank and in private equity in Vancouver, London and Toronto. Under Mr. McDonald’s guidance, clients raised hundreds of millions of dollars in capital.

Tony Polglase

Mr. Polglase has 40 years of multi-disciplined mining experience across 10 different countries and is qualified in mechanical and electrical engineering with an honours degree in Metallurgy from the Camborne School of Mines, UK.

Mr. Polglase has extensive and hands-on experience in Brazil. He is fluent in Portuguese, and was the key leadership figure in what has since been recognized as Australia’s most successful Brazilian focused junior resource company, Avanco Resources.

Luis Azevedo

Mr. Azevedo has over 30 years of mining experience in Brazil. He is both a licensed geologist and lawyer specializing in the Brazilian Mining Code. He is also a board member of several TSX, AIM and ASX exchange listed companies.

Mr. Azevedo has built a very strong track record originating and founding many companies with projects in Brazil that have ultimately been listed on the TSX, AIM and ASX exchanges, the most prominent being Avanco Resources, which he started by assembling the land package, developing and licensing the start-up of copper production in the prolific Carajas region of Brazil.

Mr. Azevedo has also been an active spokesperson for the mining sector in Brazil and works closely with the highest federal levels of all branches of the Brazilian government. He is founder and Chief Executive Officer of Brazil Prospectors Association – ABPM. He is also a Vice President with the Mine Council of the CNI (Confederation Industry Association), the main representative of the Brazilian industry and the highest body of the industry trade union system.

Alan De’Ath

Mr. De’Ath has over 35 years of international offtake marketing, logistics, financial, corporate and operational experience as a senior executive in the mining industry in a range of commodities. This included a 20-year career with Rio Tinto PLC in senior marketing and financial roles around the world.

Mr. De’Ath through consultancy firm AMDresources is currently a strategic offtake marketing and logistics advisor to several clients in the mining industry, which included Avanco Resources in Brazil from August 2014 until August 2018 prior to its takeover by Oz Minerals. He is also an independent Director of Corsa Coal Corp.

Mr. De’Ath is a Fellow of the Chartered Institute of Management Accountants (FCMA) in the UK and Chartered Global Management Accountant (CGMA).

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Penalties, Sanctions and Cease Trade Orders

No proposed director is, as at the date of this information circular, or has been, within ten (10) years before the date of this information circular, a director, chief executive officer or chief financial officer of any company (including the Company, in respect of which the information circular is being prepared) 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

• 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; or

• c. 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

• d. has, within the ten (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.

APPOINTMENT OF AUDITOR

DeVisser Gray LLP, Chartered Professional Accountants, Suite 401 - 902 West Pender Street, Vancouver British Columbia, V6C 1L6 will be nominated at the meeting for appointment as auditor for the ensuing year. DeVisser Gray LLP, Chartered Professional Accountants were first appointed as the Company’s auditor on November 3[rd] , 2017, when the Company was first incorporated.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the appointment of DeVisser Gray LLP, Chartered Professional Accountants, as auditor of the Company until the close of the next annual general meeting.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Company is a venture issuer as defined under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) and each venture issuer is required to disclose annually in its information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

The Audit Committee’s Charter

A copy of the Company’s Audit Committee Charter is attached as Appendix “A” to the Company’s Final Prospectus, a copy of which was SEDAR filed on January 8, 2019. The Audit Committee Charter was adopted by the Board on September 26[th] , 2019, and the actions and decisions of the Audit Committee have been governed by the Charter since then, and continue to be so.

Composition of the Audit Committee

The current Audit Committee members are Ian McDonald, Anthony Polglase and Alan De’Ath. The Audit Committee is chaired by Alan De’Ath. Messrs. Polglase and De’Ath are independent. Mr. McDonald is non-independent as he is the Chief Executive Officer (“ CEO ”) of the Company. All Audit Committee members are financially literate pursuant to NI 52-110.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship, which could, in the Board’s reasonable opinion, interfere with the exercise of a member’s independent judgement.

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A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements presenting a breadth and level of complexity of accounting issues generally comparable to the breadth and complexity of issues one can reasonably expect to be raised by the Company.

Relevant Education and Experience

Each member of the Company’s Audit Committee has adequate education and experience relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that provides the member with:

• (a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• (b) 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 individuals engaged in such activities; and

• (c) an understanding of internal controls and procedures for financial reporting.

See Biographies of Director Nominees above, in particular the biographies of each Audit Committee member, for more information concerning each Audit Committee member’s education and experience.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any auditor other than DeVisser Gray LLP, Chartered Professional Accountants.

Reliance on Certain Exemptions

The Company’s auditor, DeVisser Gray LLP, Chartered Professional Accountants, have not provided any material non-audit services. At no time since the commencement of the Company's two most recently completed financial years has the Company relied on the exemption in Section 2.4 of NI 52110 ( De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of nonaudit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audit services provided by the Company’s current auditor, DeVisser Gray LLP, Chartered Professional Accountants, (the “Auditors”) to the Company to ensure auditor independence. Fees incurred with the Auditors, for audit and non-audit services in the last three fiscal years are outlined in the following table:

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Fees Paid to Auditor in Year Fees Paid to Auditor in Year
Nature of Services Ended September 30, 2019 Ended September 30, 2018
Audit Fees [(1)] $8,000 $8,500
Audit-Related Fees [(2)] N/A N/A
Tax Fees [(3)] N/A N/A
All Other Fees [(4)] N/A N/A
Total $8,000 $8,500
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Notes:

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• (1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

• (2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

• (3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

• (4) “All Other Fees” include all other non-audit services.

Exemption

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

CORPORATE GOVERNANCE

General

National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose their corporate governance practices and National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201") provides guidance on corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company's compliance with NI 58-101.

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the company’s shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the Board’s opinion, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management of the Company through frequent meetings of the Board at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

Management is delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes and management information systems. The Board reviews executive compensation and recommends stock option grants.

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The independent members of the Board are Anthony Polglase and Alan De’Ath. Ian McDonald is non-independent as he is an officer of the Company. Luis Mauricio Azevedo is non-independent because he is a partner of a law firm that has provided legal services to the Company, which law firm has billed and received payment from the Company for such legal services.

Directorships

Certain members of the Board are currently serving on boards of directors of other reporting companies (or equivalent) as set out below:

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----- Start of picture text -----

Name of Director Name of Reporting Issuer Exchange
Ian McDonald Prophecy Potash Corp. N/A
Avnel Gold Mining Limited TSX
Alan De’Ath Corsa Coal Corp. TSXV
Anthony Polglase New World Resources ASX
Black Cat Syndicate Limited ASX
Luis Azevedo Serabi Gold plc TSX, London AIM
ValOre Metals Corp. TSXV
Aranjin Resources Ltd. TSXV
Jangada Mines plc London AIM
Harvest Minerals Limited London AIM
Odin Metals Ltd. ASX
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Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest are sufficient to ensure that the Board operates independently of management and acts in the best interests of the Company.

Nomination of Directors

The Company established a Corporate Governance Committee on September 26[th] , 2019. The Corporate Governance Committee is chaired by Alan De’Ath. Anthony Polglase and Ian McDonald are the two remaining members. This Committee will be responsible for the nominations to the Board, and this Committee will: 1) establish criteria for selecting new directors which shall reflect, among other facts, a candidate’s integrity and business ethics, strength of character, judgment, experience, and independence, as well as factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of current board members and principles of diversity; 2) consider and recruit candidates to fill new positions on the Board; 3) review any candidate recommended by the shareholders of the Company; 4) responsible for conducting appropriate inquiries to establish a candidate’s compliance with the independent and other qualification requirements established by the Corporate Governance Committee; 5) assess the contributions of current directors in connection with the annual recommendation of a slate of nominees and at that time review the criteria for Board candidates in the context of the evaluation process and other

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perceived needs of the Board; and 6) recommend the director nominees for election by the shareholders.

Compensation

The Company established a Compensation Committee on September 26[th] , 2019. The Compensation Committee is chaired by Ian McDonald. Anthony Polglase and Alan De’Ath are the two remaining members. This Committee will be responsible for executive compensation and Board compensation. This Committee has been established to: 1) review and approve on an annual basis the corporate goals and objectives relevant to the CEO’s compensation; 2) evaluate at least once a year the CEO’s performance in light of established goals and objectives and, based on such evaluation, shall, together with all other independent members of the Board, determine and approve the CEO’s annual compensation, including, as appropriate, salary, bonus, incentive, and equity compensation; 3) review and approve on an annual basis the evaluation process and compensation structure for the Company’s executive officers, including parameters for salary adjustments (at the discretion of the CEO) for officers; and 4) review and to make recommendations to the Board with respect to the adoption, amendment, and termination of the Company’s management incentive-compensation and equitycompensation plans, and to oversee their administration and discharge any duties imposed on this Committee by any of those plans.

Other Board Committees

The Board committees are: the Audit Committee, the Compensation Committee and the Corporate Governance Committee. There are no other committees of the Board.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and the Audit Committee on an ongoing basis.

STATEMENT OF EXECUTIVE COMPENSATION

General

The following compensation information is provided as required under Form 51-102F6V – Statement of Executive Compensation – Venture Issuers as such term is defined in NI 51-102 – Continuous Disclosure Obligations .

For the purposes of this Statement of Executive Compensation:

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries; and

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

• (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;

• (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

• (c) in respect of the Company and its subsidiaries, the most highly compensated executive officer(s) other than the individuals identified in paragraphs (a) and (b) 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), for that financial year;

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• (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

During the financial year ended September 30, 2019, based on the definition above, the NEOs of the Company were: Ian McDonald (CEO), Alexandre Penha (CFO), Simon Dyakowski (former CFO), David Schmidt (former CFO) and Wagner Lourenco (COO). The Board members who were not also NEOs during the financial year ended September 30, 2019 were Luis Mauricio, Alan De’Ath and Anthony Polglase.

During the financial year ended September 30, 2018, based on the definition above, the NEOs of the Company were: Ian McDonald (CEO), David Schmidt (former CFO), and Simon Dyakowski (former CFO). The Board members who were not also NEOs during the financial year ended September 30, 2018 were William Morton, former director and Shawn Smith, former director.

Director and Named Executive Officer Compensation

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and directors of the Company for the two completed financial years ended September 30, 2019 and September 30, 2018. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities ” in this Form.

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Table of Compensation Excluding Compensation Securities
Salary,
consulting Committee
fee, retainer or Value of all
Option Based
Name and or meeting other Total
position commission Bonus fees Value of Awards compensation compensation
Year ($) ($) ($) perquisites ($) ($) ($) ($)
Ian McDonald [(1)] 2019 60,000 Nil Nil Nil 17,700 Nil 67,700
President, Chief 2018 Nil Nil Nil Nil Nil Nil Nil
Executive Officer
and Director
David Schmidt [(2)] 2019 Nil Nil Nil Nil Nil Nil Nil
former Chief 2018 Nil Nil Nil Nil Nil Nil Nil
Financial Officer
Simon 2019 Nil Nil Nil Nil 17,700 Nil 17,700
Dyakowski [(3)] 2018 Nil Nil Nil Nil Nil Nil Nil
former Chief
Financial Officer
and
former Director
Alexandre 2019 30,000 Nil Nil Nil Nil Nil 30,000
Penha [(4)] 2018 Nil Nil Nil Nil Nil Nil Nil
Chief Financial
Officer and
Corporate
Secretary
Wagner 2019 Nil Nil Nil Nil Nil Nil Nil
Lourenco [(5)] 2018 Nil Nil Nil Nil Nil Nil Nil
Chief Operating
Officer
William Morton [(6)] 2019 Nil Nil Nil Nil 11,800 Nil 11,800
former Director 2018 Nil Nil Nil Nil Nil Nil Nil
Shawn Smith [(6)] 2019 Nil Nil Nil Nil 11,800 Nil 11,800
former Director 2018 Nil Nil Nil Nil Nil Nil Nil
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Luis Mauricio(7) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Alan De’Ath(7) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Anthony Polglase(7) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

1. Mr. McDonald has been a director and President of the Company since November 3, 2017 and was appointed CEO on September 25, 2018.

2. Mr. Schmidt was appointed to the Board as director and as CFO and Corporate Secretary on May 1, 2018 and resigned on December 13, 2018 when Simon Dyakowski was appointed CFO.

1. Mr. Dyakowski was appointed to the Board and as CFO on December 13, 2018 and resigned as director and CFO on September 18, 2019, when Alexandre Penha was appointed to the position of CFO and Corporate Secretary.

2. Mr. Penha was appointed to the position of CFO and Corporate Secretary on September 11, 2019.

3. Mr. Lourenco was appointed to the position of COO on September 11, 2019. 6. Appointed to the Board on September 25, 2018 and resigned on September 11, 2019. 7. Appointed to the Board on September 11, 2019.

Stock Options and Other Compensation Securities

Stock Option Plan

The Company has a Stock Option Plan dated October 16, 2018 (the “ Option Plan ”), which provides that the number of Common Shares issuable under the Option Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. Pursuant to TSXV Policies, continuation of the Option Plan requires annual shareholder approval at the annual meeting of the Company by ordinary resolution.

The Option Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Option Plan is administered by the Board and provides that the terms of options granted under the Option Plan and the option exercise price be fixed by the Board subject to TSXV policy requirements. The Option Plan provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company, and provides that the number of Common Shares issuable under the Option Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. Pursuant to the Option Plan, all options expire on a date not later than 10 years after the date of grant of an option.

The Board is of the view that the Plan permits the Company to attract and maintain the services of executives, employees and other eligible persons with other companies in the industry, and therefore will seek shareholder approval at the Meeting for continuation of the Plan.

Material Terms of the Plan

The following is a summary of the material terms of the Option Plan. Capitalized terms have the meaning given to them in the Option Plan:

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• (a) Directors, senior officers, employees, or consultants of the Company or any of its subsidiaries are eligible to receive grants of options under the Option Plan;

• (b) Options granted under the Option Plan are non-assignable, and non-transferable;

• (c) For options granted to Eligible Persons, the Company must ensure that the proposed Optionee is a bona fide Eligible Person of the Company or its subsidiaries;

• (d) An option granted to any Eligible Persons will expire: (i) within 90 days after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; or (ii) if the Optionee was engaged in Investor Relations Activities, then 30 days following notice of termination to provide such Investor Relation Activities or on the Expiry Time, whichever is earlier; or (iii) in the case of termination for cause, such Option and all rights to purchase Optioned Shares in respect thereof shall expire and terminate on the date of such termination shall be cancelled as of that date or on the Expiry Time, whichever is earlier;

• (e) If an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;

• (f) In the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

• (g) The exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined in the Option Plan); and

• (h) The Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Option Plan with respect to all Plan shares in respect of options, which have not yet been granted under the Option Plan.

Outstanding Compensation Securities

The following table sets forth incentive stock options pursuant to the Company’s Option Plan (optionbased awards) granted to each director and named executive officer by the Company during the financial years ended September 30, 2019 and September 30, 2018:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, underlying securities and percentage of class (#)(1) Date of Grant or Issue (mm/dd/yy)		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 (mm/dd/yy)
Ian McDonald President, Chief Executive Officer and Director	Options	150,000 (1.00%)	March 21, 2019	$0.20	$0.15	$0.26	March 21, 2024

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Compensation Securities
Number of
Compensation Closing
Securities, price of Closing price
underlying Issue, security or of security or
Type of securities and Date of conversion underlying underlying
Name and Compensation percentage of Grant or or exercise security on security at
Position Security class Issue price date of grant year end Expiry Date
(#) [(1)] (mm/dd/yy) ($) ($) ($) (mm/dd/yy)
Alexandre Penha Options
Chief Financial
Nil Nil Nil Nil Nil Nil
Officer and Corporate
Secretary
Wagner Lourenco Options
Chief Operating Nil Nil Nil Nil Nil Nil
Officer
Luis Mauricio Options
Nil Nil Nil Nil Nil Nil
Director
Alan De’Ath Options
Nil Nil Nil Nil Nil Nil
Director
Anthony Polglase Options
Nil Nil Nil Nil Nil Nil
Director
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Notes:

(1) Percentage of class represents % of compensation securities granted over the total number of compensation securities of the Issuer outstanding as of September 30, 2019.

Exercise of Compensation Securities by Directors and NEOs

During the year ended September 30, 2019, no director or NEO exercised any compensation securities.

Employment, Consulting and Management Agreements

During the financial year ended September 30, 2019 and to date, the Company has no agreements of compensatory plans or arrangements with any of its NEOs concerning severance payments of cash or equity compensation resulting from the resignation, retirement or any other termination of employment or other agreement with the Company or as a result of a change of control of the Company.

Oversight and Description of Director and Named Executive Officer Compensation

Elements of the Compensation Program

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its executive officers based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Company, the Company’s resources, industry practice and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the Shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award executive officers long-term incentives in the form of stock options. Finally, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value. The Company does not provide pension or other benefits

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to the executive officers. The Company does not have pre-existing performance criteria or objectives. All significant elements of compensation awarded to, earned by, paid or payable to NEOs are determined by the Company on a subjective basis. The Company has not used any peer group to determine compensation for its directors and NEO.

The Board has the responsibility to administer compensation policies related to executive management of the Company, including option-based awards. The Board has approved the Stock Option Plan pursuant to which the Board has granted stock options to executive officers. The Stock Option Plan provides compensation to participants and an additional incentive to work toward long-term company performance. The Stock Option Plan has been and, in future, will continue to be used to provide share purchase options, which are granted in consideration of the level of responsibility of the executive as well as his or her impact and/or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the Exchange, and closely align the interests of the executive officers with the interests of shareholders.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

Executive Compensation

There are no arrangements under which NEOs were compensated by the Company during the most recently completed financial year for their services in their capacity as NEOs, directors or consultants.

Director Compensation

During the two most recently completed financial years, the directors received no cash compensation for acting in their capacity as directors of the Company.

Except for the potential grant to directors of share options, there were no arrangements under which directors were compensated by the Company during the two most recently completed financial years for their services in their capacity as directors.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan, which the Company has in place, is the stock option plan (the “Option Plan”) which was approved by the Board on October 16, 2018. The Option Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Option Plan is administered by the Board. The Option Plan provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Option Plan provides that the number of Common Shares issuable under the Plan, together with all of the Company's other previously established share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. All options expire on a date not later than 10 years after the date of grant of such option.

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The following table sets out equity compensation plan information as at the September 30, 2019 financial year end:

Equity Compensation Plan Information

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Number of securities remaining
Number of securities available for future issuance
to be issued upon Weighted-average under equity compensation
exercise of exercise price of plans (excluding securities
outstanding options outstanding options reflected in column (a))
Plan Category (a) (b) (c)
Equity compensation plans 500,000 N/A 1,137,739
approved by securityholders
- the Option Plan
Equity compensation plans not Nil N/A Nil
approved by securityholders
Total 500,000 N/A 1,137,739
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as at the Company’s most recently completed financial year ended September 30, 2019, or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who, generally speaking, is a director or executive officer or a 10% shareholder of the Company. To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the financial year ended September 30, 2019, or has any interest in any material transaction in either year other than as set out herein and as are disclosed in Note 5 - Related Party Transactions in the annual financial statements for the financial year ended September 30, 2019.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

• A. Set Number of Directors - see “ Election of Directors ” above (page 7).

• B. Election of Directors – see “Election of Directors” above (page 7/8).

• C. Appointment of Auditor – see “Appointment of Auditor” above (page 10).

• D. Continuation of Stock Option Plan – see “Continuation of Stock Option Plan ” below.

Continuation of Stock Option Plan

The Company has a Stock Option Plan dated for reference October 16, 2018 (the “ Option Plan ”) which was approved by shareholders at the Company’s annual general and special meeting on November 8, 2019. Under the Option Plan, options totalling a maximum of 10% of the Common Shares outstanding from time to time are available for grant.

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To comply with the TSXV policies covering “rolling” option plans, continued grants under the Option Plan must be approved annually by the shareholders of the Company. At the Meeting, shareholders will be asked to ratify and approve the Option Plan for continuation until the next annual general meeting of the Company.

The Board is of the view that the Option Plan provides the Company with the flexibility to attract and maintain the services of executives, employees and other eligible persons in competition with other companies in the industry. Accordingly, at the Meeting, shareholders will be asked to approve the following ordinary resolution, with or without variation:

“ RESOLVED as an ordinary resolution that the Company’s stock option plan dated for reference October 16, 2018, be and is hereby ratified and approved for continuation until the next annual general meeting of the Company.”

An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast on the resolution in person or by proxy. A copy of the Option Plan will be available for inspection by any shareholder at the Meeting and is published together with the management proxy materials, including this Information Circular, which were prepared for this Meeting, under the Company’s SEDAR profile at attached www.sedar.com.

The Board recommends shareholders vote in favour of ratification and approval of the Option Plan.

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above resolution to approve the Option Plan for continuation.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited financial statements for the year ended September 30, 2019 and the related management’s discussion and analysis (the “Financial Statements”). The Financial Statements will be placed before the Meeting.

Additional information relating to the Company and a copy of the Financial Statements may be obtained under the Company’s SEDAR profile at www.sedar.com, or upon request from the Company at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E4N7, or by telephone: 647-407-2515. The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this information circular.

The contents of this information circular and its distribution to shareholders have been approved by the Board.

DATED at Toronto, Ontario this 23[rd] day of November, 2020.

BY ORDER OF THE BOARD

Per:

“Ian McDonald”

Ian McDonald Chief Executive Officer

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