Talisker Resources - AGM Information 2023

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Notice of Meeting

and Management Information Circular

for the Annual and Special Meeting of Shareholders

to be held

June 29, 2023

Dated as of June 2, 2023

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of the shareholders of Talisker Resources Ltd. (the " Company ") will be held on Thursday, June 29, 2023 at 2:00 p.m. (Toronto time). The Meeting will be held at the offices of the Company at 350 Bay Street, Suite 400, Toronto, Ontario, Canada, M5H 2S6.

The Meeting is called for the following purposes:

(1) to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2022, together with the report of the auditor thereon;
(2) to fix the number of directors of the Company for the ensuing year at six (6);
(3) to elect directors of the Company;
(4) to appoint the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditor;
(5) to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution to approve all unallocated options under the Company’s stock option plan;
(6) to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution to approve all unallocated restricted share units under the Company’s restricted share unit plan;
(7) to consider and, if deemed advisable, pass, with or without variation, a special resolution authorizing the consolidation of the Company’s common shares as more particularly described in the accompanying management information circular; and
(8) to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Particulars of the foregoing matters are set forth in the accompanying management information circular. The directors of the Company have fixed the close of business on May 23, 2023 as the record date for the determination of the shareholders of the Company entitled to receive notice of the Meeting.

DATED at Toronto, Ontario this 2[nd] day of June, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Signed “Morris Prychidny” Morris Prychidny Chairman

Shareholders are requested to complete, date, sign and return the accompanying form of proxy in the enclosed return envelope or via internet at www.voteproxyonline.com. All instruments appointing proxies to be used at the Meeting or at any adjournment thereof must be deposited with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada M5H 4H1, not later than 2:00 p.m. (Toronto time) on the second last business day preceding the date of the Meeting or any adjournment thereof or with the chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ............................................................................................. 3 Description of Share Capital ....................................................................................................................................... 3 Record Date ............................................................................................................................................................... 3 Ownership of Securities of the Company .................................................................................................................. 3 PARTICULARS OF MATTERS TO BE ACTED UPON .......................................................................................................... 3 OTHER MATTERS WHICH MAY COME BEFORE THE MEETING..................................................................................... 11 COMPENSATION OF DIRECTORS .................................................................................................................................. 11 Non-Executive Directors' Fees ................................................................................................................................. 11 Director Compensation Table .................................................................................................................................. 12 Incentive Plan Awards .............................................................................................................................................. 13 Outstanding Share Awards and Option-Based Awards ..................................................................................... 13 Incentive Plan Awards – Value Vested or Earned During the Year .......................................................................... 14 STATEMENT OF EXECUTIVE COMPENSATION ............................................................................................................. 14 Compensation Discussion and Analysis ................................................................................................................... 14 Compensation, Governance and Nominating Committee ................................................................................ 14 Compensation Process ...................................................................................................................................... 14 Compensation Program .................................................................................................................................... 15 Annual Incentive Compensation ....................................................................................................................... 15 Long-Term Incentive Compensation ................................................................................................................. 16 Perquisites and Personal Benefits..................................................................................................................... 17 Termination and Change of Control Benefits.................................................................................................... 17 Compensation Risk Considerations ................................................................................................................... 17 Performance Graph .................................................................................................................................................. 18 Summary Compensation Table ................................................................................................................................ 19 Outstanding Share-Based Awards and Option-Based Awards ................................................................................. 20 Incentive Plan Awards – Value Vested or Earned During the Year .......................................................................... 20 NEO Employment and Consulting Agreements ....................................................................................................... 21 Termination and Change of Control Benefits........................................................................................................... 22 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................................................... 22 Stock Option Plan ..................................................................................................................................................... 22 Restricted Stock Unit Plan ........................................................................................................................................ 24 Equity Compensation Plan Information ................................................................................................................... 25 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ............................................................................................. 26 Board of Directors .................................................................................................................................................... 26 Board Skills Matrix ............................................................................................................................................ 26 Other Public Company Directorships ................................................................................................................ 27 Participation of Directors in Board Meetings ................................................................................................... 27 Ethical Business Conduct ............................................................................................................................... 28 Audit Committee ............................................................................................................................................... 28 Audit Fees ...................................................................................................................................................... 29 Compensation, Governance and Nominating Committee (the “CGN Committee”) ............................................ 29 SHEA and Technical Committee ........................................................................................................................... 32 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS ........................................................... 32 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ............................................................................ 32 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS ................................................................................................. 33 ADDITIONAL INFORMATION ........................................................................................................................................ 33 APPROVAL .................................................................................................................................................................... 33

SCHEDULE A – BOARD MANDATE SCHEDULE B – STOCK OPTION PLAN SCHEDULE C – RSU PLAN

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350 Bay Street, Suite 400, Toronto, Ontario, Canada M5H 2S6 T: 416 361 2808 E: [email protected]

MANAGEMENT INFORMATION CIRCULAR GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular ( " Management Information Circular") is furnished in connection with the solicitation of proxies by the management and directors of TALISKER RESOURCES LTD. (the " Company ") for use at the annual and special meeting of the shareholders of the Company (the " Meeting ") to be held at the head office of the Company at 350 Bay Street, Suite 400, Toronto, Ontario, Canada, M5H 2S6 on Thursday, June 29, 2023, and at all adjournments thereof for the purposes set forth in the accompanying notice of the Meeting (the " Notice of Meeting ").

The solicitation of proxies will be made primarily by mail and may be supplemented by telephone or other personal contact by the directors, officers and employees of the Company. Directors, officers and employees of the Company will not receive any extra compensation for such activities. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice of Meeting. The Company may pay brokers or other persons holding common shares of the Company (" Common Shares ") in their own names, or in the names of nominees, for their reasonable expenses for sending proxies and this Management Information Circular to beneficial owners of Common Shares and obtaining proxies therefrom. The cost of the solicitation will be borne directly by the Company.

No person is authorized to give any information or to make any representation other than those contained in this Management Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Management Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

This Management Information Circular is being sent to both registered and non-registered owners of the Common Shares. If you are a non-registered owner, and the Company or its agent has sent this Management Information Circular directly to you, your name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Non-Registered Shareholders

Only registered shareholders of the Company, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a " Non-Registered Shareholder ") are registered either:

(a) in the name of an intermediary (an " Intermediary ") with whom the Non-Registered Shareholder deals in respect of the Common Shares (Intermediaries include, among others: banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and the Depository Trust Company, in the United States) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Management Information Circular and its form of proxy (collectively the " Meeting Materials ") to the

Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company , will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the onepage pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(b) be given a form of 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 Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada M5H 4H1 via internet at www.voteproxyonline.com.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered.

Appointment and Revocation of Proxies

The persons named in the form of proxy accompanying this Management Information Circular are directors and/or officers of the Company. A shareholder of the Company has the right to appoint a person or company (who need not be a shareholder), other than the persons whose names appear in such form of proxy, to attend and act for and on behalf of such shareholder at the Meeting and at any adjournment thereof. Such right may be exercised by either striking out the names of the persons specified in the form of proxy and inserting the name of the person or company to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to TSX Trust Company in time for use at the Meeting in the manner specified in the Notice of Meeting.

A registered shareholder of the Company who has given a proxy may revoke the proxy at any time prior to use by: (a) depositing an instrument in writing, including another completed form of proxy, executed by such registered shareholder or by his or her attorney authorized in writing or by electronic signature or, if the registered shareholder is a corporation, by an officer or attorney thereof properly authorized, either: (i) at the principal office of the Company, 350 Bay Street, Suite 400, Toronto, Ontario, Canada M5H 2S6, at any time prior to 2:00 p.m. (Toronto time) on the second last business day preceding the day of the Meeting or any adjournment thereof, (ii) with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada M5H 4H1, at any time prior to 2:00 p.m. (Toronto time) on the second last business day preceding the day of the Meeting or any adjournment thereof, or (iii) with the chairman of the Meeting on the day of the Meeting or any adjournment thereof; (b) transmitting, by telephone or electronic means, a revocation that complies with paragraphs (i), (ii) or (iii) above and that is signed by electronic signature, provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be; or (c) in any other manner permitted by law including attending the Meeting in person.

A Non-Registered Shareholder who has submitted a proxy may revoke it by contacting the Intermediary through which the Non-Registered Shareholder's Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies.

Exercise of Discretion by Proxies

The Common Shares represented by an appropriate form of proxy will be voted or withheld from voting on any ballot that may be conducted at the Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder thereon. In the absence of instructions, such Common Shares will be voted for each of the matters referred to in the Notice of Meeting as specified thereon.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters identified in the Notice of Meeting and on other matters, if any, which may properly be brought before the Meeting or any adjournment thereof. At the date hereof, management of the Company knows of no such amendments or variations or other matters to be brought before the Meeting. However, if any other matters which are not now known to management of the Company should properly be brought before the Meeting, or any adjournment thereof, the Common Shares represented by such proxy will be voted on such matters in accordance with the judgment of the person named as proxy therein.

Signing of Proxy

The form of proxy must be signed by the shareholder of the Company or the duly appointed attorney of the shareholder of the Company authorized in writing or, if the shareholder of the Company is a corporation, by a duly authorized officer of such corporation. A form of proxy signed by the person acting as attorney of the shareholder of the Company or in some other representative capacity, including an officer of a corporation which is a shareholder of the Company, should indicate the capacity in which such person is signing and should be accompanied by the appropriate instrument evidencing the qualification and authority to act of such person, unless such instrument has previously been filed with the Company. A shareholder of the Company or his or her attorney may sign the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Description of Share Capital

The Company is authorized to issue an unlimited number of Common Shares. Each Common Share entitles the holder of record thereof to one vote per Common Share at all meetings of the shareholders of the Company. As at the close of business on June 2, 2023, there were 384,856,151 Common Shares outstanding.

Record Date

The directors of the Company have fixed May 23, 2023 as the record date for the determination of the shareholders of the Company entitled to receive notice of the Meeting. Shareholders of the Company of record at the close of business on May 23, 2023, will be entitled to vote at the Meeting and at all adjournments thereof.

Ownership of Securities of the Company

As at June 2, 2022, to the knowledge of the directors and officers of the Company, other than New Gold Inc., which holds 49,046,932 Common Shares representing an approximate 12.7% ownership stake in the Company, no other person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 10% of the voting rights attached to any class of voting securities of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

(1) Presentation of Financial Statements

At the Meeting, the Chairman of the Meeting will present to shareholders the audited consolidated financial statements of the Company for the year ended December 31, 2022 and the auditor’s report thereon.

(2) Fixing the Number of Directors

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the “ Board Number Resolution ”) fixing the number of directors that may hold office for the ensuing year at six (6), providing for one vacancy as management of the Company proposes to elect five (5) directors at the Meeting.

The text of the Board Number Resolution to be submitted to Shareholders at the Meeting is set forth below:

"NOW THEREFORE BE IT RESOLVED THAT the number of directors to be elected at the Meeting to hold office for the ensuing year or otherwise as authorized by the Shareholders of the Company be and is hereby fixed at six (6).”

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE BOARD NUMBER RESOLUTION. TO BE EFFECTIVE, THE BOARD NUMBER RESOLUTION MUST BE APPROVED BY NOT LESS THAN TWO-THIRDS (66 2/3%) OF THE VOTES CAST BY THE HOLDERS OF COMMON SHARES PRESENT IN PERSON OR REPRESENTED BY PROXY, AT THE MEETING. THE NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED THEREBY FOR SUCH RESOLUTION, UNLESS THE SHAREHOLDER HAS GIVEN CONTRARY INSTRUCTIONS IN SUCH FORM OF PROXY.

(3) Election of Directors

The Board of Directors (or the “ Board ”) currently consists of five directors and shareholders will be asked to approve fixing the number at six directors, providing for one vacancy. The table below and the notes thereto state the names of all persons nominated by management for election as directors, all other positions and offices with the Company now held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by each of them as of the date hereof. Each director of the Company holds office until his or her successor is elected at the next meeting of the Company, or any adjournment thereof, or until his or her successor is elected or appointed.

Name, Province or State and Country of Residence	Position with the Company	Director of the Company Since	Principal Occupation for Five Preceding Years	Holdings (1)
Terence Harbort(4) Ontario, Canada Executive Insider	Director, President and CEO	April 18, 2019	CEO of the Company since April 18, 2019; Co-Founder and Vice President, Exploration, Talisker Exploration Services Inc., an exploration management company providing international exploration consulting in M&A and exploration strategy, project evaluation, target generation and exploration program design since December 2010; Director, Sable Resources Ltd. since March 2017; former Chief Geoscientist, Barkerville Gold Mines Ltd. (September 2015 to November 2019); former Director, IDM Mining Ltd. (October 2017 to March 2019) and Millennial Precious Metals Corp.(April 2021 to May2023).	8,465,836 Common 3,300,000 Options Nil Warrants
Robert Power (2) Alberta, Canada Independent	Director	February 6, 2023	Prior governance experience includes Board Chair, board member and/or special committee member roles with several Canadian listed companies; former CEO, Privateer Gold Ltd., a private gold exploration company (March 2020 to February 2021); former Director, Bond Resources Inc. (November 2020 to February 2022); former Chair, National Energy Group, Blake Cassels & Graydon (2005 to 2010); former Chairman and President, Ontario Trillium Foundation(1998 to 2004).	Nil
Morris Prychidny(2)(3) Ontario, Canada Independent	Chairman	January 13, 2020	Current Chairman, Nighthawk Gold Corp. since February 2013; Director and Asset Manager, Orion Capital Incorporated since August 2005; Director, Fountain Asset Corp. since March 2014 and Northfield Capital Corporation since June 2008.	833,696 Common 925,000 Options 54,348 Warrants

Name, Province or State and Country of Residence	Position with the Company	Director of the Company Since	Principal Occupation for Five Preceding Years	Holdings (1)
Christina Smith(3)(4) British Columbia, Canada Independent	Director	February 6, 2023	Indigenous Engagement Consultant since 2016; current Indigenous Partner and Vice President, Indigenous and Stakeholder Relations, Falkirk Environmental Consultants Ltd. since 2019 and Owner, CMS Clear Consulting since 2016.	0 Common 175,000 Options Nil Warrants
Eric Tremblay(3)(4) Quebec, Canada Independent	Director	November 5, 2020	Chief Operating Officer, Dalradian Resources Inc. since 2015; Director, Nighthawk Gold Corp. since September 2020 and Osisko Development Corp. since December 2020; former Director, Barkerville Gold Mines Ltd. (June 2019 to November 2019).	30,000 Common 840,000 Options 0 Warrants

Notes:

(1) The information as to Common Shares beneficially owned, not being within the knowledge of the Company, has been furnished by the nominees individually.

(2) Member of the Audit Committee.

(3) Member of the Compensation, Governance and Nominating Committee.

(4) Member of the SHEA and Technical Committee.

As at the date of this Management Information Circular, the directors and senior officers of the Company as a group, directly and indirectly, beneficially own or exercise control or direction over 12,993,841 Common Shares, representing approximately 3.4% of the issued and outstanding Common Shares.

Bankruptcies, Orders, Management Cease Trade Orders, Penalties and Sanctions

Other than as disclosed herein, to the knowledge of the Company, no proposed nominee for election as a director of the Company:

(a) is, as at the date of this Management Information Circular, or has been, within 10 years before the date of this Management Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
(i) was subject to a cease trade order or similar order or an order denying the relevant company access to any exemptions under securities legislation, in effect for more than 30 consecutive days (any such order, an “ Order ”), that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;
(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 a director, chief executive officer, or chief financial officer; or
(b) is, as at the date of this Management Information Circular, or has been within 10 years before the date of this Management 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 Management 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, or
(d)
has been subject to:
(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(ii) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Majority Voting for Directors

The Board has adopted a majority voting policy (the “ Majority Voting Policy ”) stipulating that each director nominee must be elected by a majority of the votes cast by shareholders with respect to his or her election. If a director nominee is not elected by at least a majority of the votes cast, the nominee will submit his or her resignation promptly after the shareholders’ meeting to the Chairman of the Board, which will become effective only upon acceptance by the Board. The Board will consider such resignation, all factors considered relevant by the Board, including without limitation, the stated reasons (if any) why shareholders withheld votes from the election of that director nominee, the effect such resignation may have on the Company’s ability to comply with applicable corporate or securities law requirements, the Company’s other corporate governance policies, applicable regulations or commercial agreements regarding the composition of the Board, the dynamics of the Board and any applicable stock exchange’s listing standards. Within 90 days of the shareholders’ meeting, the Board will decide whether or not to accept the resignation. A director who tenders a resignation pursuant to the Majority Voting Policy is not permitted to participate in any meetings of the Board or committee of the Board at which his or her resignation is being considered. Once the Board has decided whether to accept a resignation pursuant to the Majority Voting Policy, the Company will promptly issue a news release with the Board’s decision and provide a copy to the Toronto Stock Exchange (the “ TSX ”). In the event the Board does not accept a resignation, it will include full reasons for its decision in the news release. The Majority Voting Policy does not apply in circumstances involving contested director elections. A copy of the Majority Voting Policy is available on the Company’s website (www.taliskeresources.com).

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining nominees and may be voted for a substitute nominee unless the shareholder has specified in the proxy that the Common Shares are to be withheld from voting in respect of the election of directors.

(4) Appointment of Auditor

Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to appoint the firm of PricewaterhouseCoopers LLP (“ PwC ”), to serve as the auditor of the Company until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration as such. PwC was retained as auditor of the Company on January 10, 2020.

UNLESS THE SHAREHOLDER DIRECTS THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN CONNECTION WITH THE APPOINTMENT OF THE AUDITOR, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE RE-APPOINTMENT OF PWC TO SERVE AS AUDITOR OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.

(5) Approval of Unallocated Options under the Stock Option Plan

The Company has a rolling stock option plan (the “ Stock Option Plan ”) that shareholders approved on March 29, 2019. A summary of the Stock Option Plan is included under the heading “Securities Authorized for Issuance Under Equity Compensation Plans – Stock Option Plan” . The full text of the Stock Option Plan is attached as Schedule “B” to this Management Information Circular.

Section 613(a) of the TSX Company Manual provides that every three years after the institution of a security-based compensation arrangement which does not have a fixed maximum number of securities issuable under it, all unallocated rights, options or other entitlements under such security-based compensation arrangement must be approved by a majority of the issuer's directors and security holders. The Stock Option Plan is a "rolling plan" because the maximum number of Common Shares available for grant under the Stock Option Plan and all other security-based compensation arrangements of the Company shall not exceed, in the aggregate, 10% of the total number of issued and outstanding Common Shares, all of which may be granted under the Stock Option Plan. Based on the foregoing, approval of the

shareholders for all unallocated options under the Stock Option Plan is being sought at the Meeting since it has been three years since the Common Shares were listed on the TSX.

As at the date of this Management Information Circular, 384,856,151 Common Shares were outstanding, meaning the maximum aggregate number of Common Shares that may be reserved by the Company for issuance pursuant to the exercise of all options and all other security-based compensation arrangements of the Company shall not exceed 38,485,615. As at the date of this Management Information Circular, 17,395, 000 options were outstanding and 693,334 restricted share units (“ RSUs ”) were outstanding, which combined represent approximately 5.3% of the issued and outstanding Common Shares, with a total of 20,397,281 options available to be granted under the Stock Option Plan and all other security-based compensation arrangements of the Company.

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a resolution (the " Stock Option Plan Resolution ") approving all of the unallocated options under the Stock Option Plan.

The text of the Stock Option Plan Resolution to be submitted to shareholders at the Meeting is set forth below:

"NOW THEREFORE BE IT RESOLVED THAT:

the unallocated options under the Company’s Stock Option Plan be and are hereby approved and authorized until the date of the Company’s 2026 annual shareholders' meeting (provided that such meeting is held on or prior to June 29, 2026); and
any director or officer is hereby authorized to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments, and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this resolution.”

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE STOCK OPTION PLAN RESOLUTION. TO BE EFFECTIVE, THE STOCK OPTION PLAN RESOLUTION MUST BE APPROVED BY NOT LESS THAN A MAJORITY OF THE VOTES CAST BY THE HOLDERS OF COMMON SHARES PRESENT IN PERSON OR REPRESENTED BY PROXY, AT THE MEETING. THE NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED THEREBY FOR SUCH RESOLUTION, UNLESS THE SHAREHOLDER HAS GIVEN CONTRARY INSTRUCTIONS IN SUCH FORM OF PROXY.

If approval of the Stock Option Plan Resolution is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated options under the Stock Option Plan until the Company’s 2026 annual shareholders' meeting (provided that such meeting is held on or prior to June 29, 2026). If approval of the Stock Option Plan Resolution is not obtained at the Meeting, the Company must not grant any further options under the Stock Option Plan and any options that had not been allocated as of the date of the Meeting and are subsequently cancelled, terminated or exercised will not be available for a new grant of options. However, all options that have been granted before the date of the Meeting will continue to be unaffected by the approval or disapproval of the Stock Option Plan Resolution.

(6) Approval of Unallocated RSUs under the RSU Plan

The Company has a rolling restricted share unit plan (the “ RSU Plan ”) that shareholders approved on March 29, 2019. A summary of the RSU Plan is included under the heading “Securities Authorized for Issuance Under Equity Compensation Plans – RSU Plan” . The full text of the RSU Plan is attached as Schedule “C” to this Management Information Circular.

Section 613(a) of the TSX Company Manual provides that every three years after the institution of a security-based compensation arrangement which does not have a fixed maximum number of securities issuable under it, all unallocated rights, options or other entitlements under such security-based compensation arrangement must be approved by a majority of the issuer's directors and security holders. The RSU Plan is a "rolling plan" because the maximum number of Common Shares available to be awarded under the RSU Plan and all other security-based compensation arrangements of the Company shall not exceed 10% of the total number of Common Shares then issued and outstanding. Based on the foregoing, approval of the shareholders for all unallocated RSUs is being sought at the Meeting to approve the RSU Plan since it has been three years since the Common Shares were listed on the TSX.

Plan and all other security-based compensation arrangements of the Company (which includes the Stock Option Plan) shall not exceed 38,465,615. As at the date of this Management Information Circular, 693,334 RSUs were outstanding and 17,395,000 options were outstanding, which combined represent approximately 5.3% of the issued and outstanding Common Shares, with a total of 20,397,281 RSUs available to be awarded under the RSU Plan and all other security-based compensation arrangements of the Company.

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a resolution (the " RSU Plan Resolution ") approving all of the unallocated RSUs under the RSU Plan.

The text of the RSU Plan Resolution to be submitted to shareholders at the Meeting is set forth below:

"NOW THEREFORE BE IT RESOLVED THAT:

the unallocated RSUs under the Company’s RSU Plan be and are hereby approved and authorized until the date of the Company’s 2026 annual shareholders' meeting (provided that such meeting is held on or prior to June 29, 2026); and
any director or officer is hereby authorized to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments, and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this resolution.”

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RSU PLAN RESOLUTION. TO BE EFFECTIVE, THE RSU PLAN RESOLUTION MUST BE APPROVED BY NOT LESS THAN A MAJORITY OF THE VOTES CAST BY THE HOLDERS OF COMMON SHARES PRESENT IN PERSON OR REPRESENTED BY PROXY, AT THE MEETING. THE NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED THEREBY FOR SUCH RESOLUTION, UNLESS THE SHAREHOLDER HAS GIVEN CONTRARY INSTRUCTIONS IN SUCH FORM OF PROXY.

If approval of the RSU Plan Resolution is obtained at the Meeting, the Company will not be required to seek further approval of the award of unallocated RSUs under the RSU Plan until the Company’s 2026 annual shareholders' meeting (provided that such meeting is held on or prior to June 29, 2026). If approval of the RSU Plan Resolution is not obtained at the Meeting, the Company must not award any further RSUs under the RSU Plan and any RSUs that had not been allocated as of the date of the Meeting and are subsequently cancelled, terminated or settled will not be available for a new award of RSUs. However, all RSUs that have been awarded before the date of the Meeting will continue to be unaffected by the approval or disapproval of the RSU Plan Resolution.

(7) APPROVAL OF SHARE CONSOLIDATION

At the Meeting, shareholders will be asked to consider and, if thought appropriate, to approve, confirm and adopt, with or without variation, a special resolution to amend the articles of the Company to consolidate the Company’s issued and outstanding Common Shares on the basis of one (1) new Common Share for up to every five (5) old Common Shares outstanding as at the date of the Meeting (the “ Share Consolidation ”), with such ratio to be determined at the discretion of the Board. On a post-consolidation basis, the Company will have, as of the effective date of the Share Consolidation, approximately 79,971,230 Common Shares issued and outstanding, assuming completion on the basis of one (1) new Common Share for every five (5) old Common Shares outstanding. All outstanding options, warrants, RSUs and other rights to acquire securities of the Company, if any, will be affected by the Share Consolidation, in accordance with the adjustment provisions contained in the plans governing such securities.

It is the position of the Board that the Share Consolidation is in the best interests of the Company, its shareholders and other stakeholders and that the benefits of the Share Consolidation could include:

Anticipated higher Share price: The Share Consolidation is expected to result in the trading price of the Common Shares increasing to reflect the consolidation ratio. A higher price per share would place the Company’s Common Shares at a level that is more typical of shares of other widely-owned publicly traded companies that are in Talisker’s peer group of companies.
Increased investor interest : A higher post-consolidation price of the Common Shares could increase investor interest in the Company as a higher price per share may qualify the Common Shares for certain institutional investors and investment funds that otherwise may be prevented under their investing mandates or guidelines from investing in the Company’s Common Shares at the current price. Also, a smaller number of Common Shares trading at a higher price may make the Company more attractive to other new investors, and could further enhance the value of the Common Shares held by current Shareholders.

Certain Risks of the Share Consolidation

The effect of the Share Consolidation upon the market price of the Common Shares cannot be predicted with any certainty, and the history of similar share consolidations for corporations similar to the Company is varied. There can be no assurance that the total market capitalization of the Common Shares immediately following the Share Consolidation will be equal to or greater than the total market capitalization immediately before the Share Consolidation. In addition, there can be no assurance that the per-share market price of the Common Shares following the Share Consolidation will remain higher than the per-share market price immediately before the Share Consolidation or equal or exceed the direct arithmetical result of the Share Consolidation. In addition, a decline in the market price of the Common Shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of the Share Consolidation. Furthermore, the Share Consolidation may lead to an increase in the number of shareholders who will hold “odd lots”; that is, a number of shares not evenly divisible into board lots (a board lot is either 100, 500 or 1,000 shares, depending on the price of the shares). As a general rule, the cost to shareholders transferring an odd lot of Common Shares is somewhat higher than the cost of transferring a “board lot”. Nonetheless, despite the risks and the potential increased cost to shareholders in transferring odd lots of post-consolidation Common Shares, the Board believes the Share Consolidation is in the best interest of all shareholders.

Procedure for Implementing the Share Consolidation

If the Board decides to proceed with the Share Consolidation, it will only become effective upon the Company filing articles of amendment (“ Articles of Amendment ”) under the Business Corporations Act (Ontario) (the “ OBCA ”) giving effect to the Share Consolidation and would only be effective on the date shown in the certificate of amendment issued by the director under the OBCA in connection with the Share Consolidation or such other date indicated in the Articles of Amendment. No further action on the part of shareholders would be required in order for the Board to implement the Share Consolidation.

Prior to completion of the Share Consolidation, the Company shall issue a press release announcing the terms, the definitive ratio and the effective date of the Share Consolidation. At that time, a letter of transmittal (the “ Letter of Transmittal ”) will be sent to registered shareholders, which will need to be duly completed and submitted to TSX Trust Company by registered shareholders wishing to receive share certificates (or direct registration statements) representing the post-consolidation Common Shares to which such registered shareholder is entitled if the Company completes the

Share Consolidation. Upon receipt of a properly completed and signed Letter of Transmittal and the share certificate(s) referred to in the Letter of Transmittal, the Company will arrange to have a new share certificate (or direct registration statement) representing the appropriate number of post-consolidation Common Shares delivered in accordance with the instructions provided by the holder in the Letter of Transmittal. No delivery of a new certificate (or direct registration statement) to a registered shareholder will be made until the registered shareholder has surrendered such shareholder’s existing certificates representing the pre-consolidation Common Shares. Until surrendered, each share certificate representing pre-consolidation Common Shares shall be deemed for all purposes to represent the number of postconsolidation Common Shares to which the holder is entitled as a result of the Share Consolidation. In the event that the Share Consolidation is not implemented, all Common Share certificates delivered pursuant to a Letter of Transmittal will be returned to the respective registered shareholders. In addition, after the exchange of pre-consolidation Common Share certificates for post-consolidation Common Share certificates (or direct registration statements), shareholders will have no further interest with respect to any fractional pre-consolidated Common Shares. Shareholders should neither destroy nor submit any share certificates until instructed to do so.

Registered shareholders who do not deliver their Common Share certificates representing pre-consolidation Common Shares and all other required documents to TSX Trust Company on or before the sixth anniversary of the effective date of the Share Consolidation will lose their rights to receive post-consolidation Common Shares in exchange for their existing pre-consolidation Common Shares.

Non-registered shareholders holding their Common Shares through an intermediary should note that intermediaries may have different procedures for processing the Share Consolidation than those that will be put in place by the Company for registered shareholders. If you hold your Common Shares with an intermediary and you have questions in this regard, you are encouraged to contact your intermediary.

No Dissent rights

Under the OBCA, the shareholders do not have any dissent and appraisal rights with respect to the proposed Share Consolidation.

Shareholder Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “ Share Consolidation Resolution ”) to approve the proposed Share Consolidation.

The text of the Share Consolidation Resolution to be submitted to shareholders at the Meeting is set forth below:

"NOW THEREFORE BE IT RESOLVED THAT:

the issued and outstanding Common Shares of the Company be consolidated on the basis of one (1) new Common Share for up to every five (5) old Common Shares outstanding as at the date hereof, with such ratio to be determined at the discretion of the directors;
shareholders shall not be entitled to receive fractional Common Shares as a result of the consolidation and the number of Common Shares issuable on the consolidation shall be rounded down to the nearest full number of Common Shares;
the directors of the Company are hereby authorized to revoke this special resolution before it is acted on, without any further approval or authorization of the shareholders of the Company; and
any one director or officer of the Company be and is hereby authorized to do all such further acts and things and execute all such documents and instruments as may be necessary or desirable to give effect to the matters contemplated by this special resolution, including but not limited to the filing of articles of amendment under the Business Corporations Act (Ontario)."

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SHARE CONSOLIDATION RESOLUTION. TO BE EFFECTIVE, THE SHARE CONSOLIDATION RESOLUTION MUST BE APPROVED BY NOT LESS THAN TWO-THIRDS (66 2/3%) OF THE VOTES CAST BY THE HOLDERS OF COMMON SHARES PRESENT IN PERSON OR REPRESENTED BY PROXY, AT THE MEETING. THE NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED THEREBY FOR SUCH RESOLUTION, UNLESS THE SHAREHOLDER HAS GIVEN CONTRARY INSTRUCTIONS IN SUCH FORM OF PROXY.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management of the Company knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

COMPENSATION OF DIRECTORS

Non-Executive Directors' Fees

The Board determines the level of compensation for directors, based on recommendations from the compensation, governance and nominating committee (the " CGN Committee "). The Board is responsible for reviewing the compensation of members of the Board to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director. The Board has established a cash compensation program for its non-executive directors with respect to general directors' duties, meeting attendance or for additional service on Board committees. Up to November 27, 2020, the Company provided $3,000 per month in cash compensation to each non-executive member of the Board and an additional $5,000 for the Chair of a sub-committee of the Board. On November 27, 2020, the Board resolved, at the recommendation of the Compensation Committee, that Morris Prychidny’s compensation as Chairman be set at $48,000 per annum and that compensation for the Chair of a sub-committee of the Board, other than the Audit Committee, be increased from $5,000 to $6,000 per annum with the Audit Committee Chair compensation being increased to $8,000 per annum. Effective January 1, 2022, Morris Prychidny’s compensation as Chairman was increased to $50,400, the monthly fees for independent directors were increased to $3,150, the compensation for the Chair of a sub-committee of the Board, other than the Audit Committee was increased to $6,300 per annum and the Audit Committee Chair compensation was increased to $8,400.

Fees earned by non-executive directors are paid by the Company on a monthly basis. All directors of the Company are reimbursed for their expenses and travel incurred in connection with attending directors' meetings.

Non-executive directors are eligible to participate in certain of the Company’s share incentive plans, being the Stock Option Plan, and the RSU Plan. Directors' fees are reviewed periodically and may be changed from time to time.

Director Compensation Table

The following table provides information regarding compensation paid to the non-executive directors of the Company in respect of the financial year ended December 31, 2022. Compensation disclosure relating to Terence Harbort, President and Chief Executive Officer is included under the heading " Executive Compensation – Summary Compensation Table " as Mr. Harbort is a NEO (as defined below) of the Company.

					Non-equity incentive	Non-equity incentive
					plan compensation
			Share-	Option-	Annual	Long-term		All Other
			Based	Based	Incentive	Incentive	Pension	Compensa-	Total
Name and Principal		Fees Earned	Awards	Awards	Plans	Plans	Value	tion	compensation
Position	Year	($)	($)	($) (1)	($)	($)	($)	($)	($)
Brent Gilchrist(2)	2022	43,925	Nil	Nil	Nil	Nil	Nil	Nil	43,925
	2021	36,000	Nil	48,100	Nil	Nil	Nil	Nil	84,600
	2020	27,000	Nil	54,000	Nil	Nil	Nil	Nil	81,000
Robert Power(3)	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2021	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Morris Prychidny	2022	50,200	Nil	Nil	Nil	Nil	Nil	Nil	50,200
	2021	48,000	Nil	54,700	Nil	Nil	Nil	Nil	102,700
	2020	29,000	Nil	180,000	Nil	Nil	Nil	Nil	209,000
Christina Smith(3)	2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2021	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Eric Tremblay	2022	43,925	Nil	Nil	Nil	Nil	Nil	Nil	43,925
	2021	42,000	Nil	48,100	Nil	Nil	Nil	Nil	90,100
	2020	6,347	Nil	151,000	Nil	Nil	Nil	Nil	157,347
Blair Zaritsky(4)	2022	46,017	Nil	Nil	Nil	Nil	Nil	Nil	46,017
	2021	44,000	Nil	48,100	Nil	Nil	Nil	Nil	92,100
	2020	31,002	Nil	54,000	Nil	Nil	Nil	Nil	85,002

Notes:

(1) The “grant date fair value” has been determined by using the Black-Scholes model. The Company has calculated the “grant date fair value” amounts for option values using the Black-Scholes model, a mathematical valuation model that ascribes a value to a stock option based on a number of factors in valuing the option-based awards, including the exercise price of the option, the price of the underlying security on the date the option was granted and assumptions with respect to the volatility of the price of the underlying security and the risk-free rate of return. The grant date fair value of the Options included in the table above was estimated using the Black-Scholes valuation model with the following assumptions: (a) for the Options granted in 2021, a five year expected term; expected volatility of 55%, risk free interest rate of 0.43% and a dividend yield of nil; (b) for the Options granted in December 2020, a five year expected term, expected volatility of 100%, risk free interest rate of 0.44% and a dividend yield of nil; (c) for the Options granted in August 2020, a five year expected term, expected volatility of 100%, risk free interest rate of 0.37% and a dividend yield of nil; and (d) for the Options granted in February 2020, a five year expected term; expected volatility of 100%, risk free interest rate of 1.37% and a dividend yield of nil. The assumptions used in the pricing model are highly subjective and can materially affect the estimated fair value. In 2021, the Company granted a total of 910,000 Options to non-executive Directors, exercisable at $0.315, all of which are exercisable for a period of five years. Calculating the value of options using this methodology is very different from a simple “in-the-money” value calculation. In fact, options that are out-of-the-money can still have a significant “grant date fair value” based on a Black-Scholes valuation, especially where, as in the case of the Company, the price of the shares underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.

(2) Brent Gilchrist resigned as a director effective February 6, 2023.

(3) Robert Power and Christina Smith were appointed as directors February 6, 2023.

(4) Blair Zaritsky is not standing for re-election at the Meeting.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each non-executive director of the Company outstanding as of December 31, 2022. The outstanding share awards and option awards for Terence Harbort are included under the section " Executive Compensation " as Mr. Harbort is a NEO of the Company.

Outstanding Share Awards and Option-Based Awards

		Option-Based Awards	Option-Based Awards		Share-Based Awards(	Share-Based Awards(	2)
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Name
Brent Gilchrist(2)	300,000 300,000 220,000 220,000	0.20 0.295 0.33 0.315	14-Jun-2024 27-Dec-2024 11-Dec-2025 07-Dec-2026	33,000 4,500 Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	N/A N/A N/A N/A
Robert Power(3)	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Morris Prychidny	400,000 275,000 250,000	0.39 0.33 0.315	12-Feb-2025 11-Dec-2025 07-Dec-2026	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	N/A N/A N/A
Christina Smith(3)	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Eric Tremblay	620,000 220,000	0.33 0.315	11-Dec-2025 07-Dec-2026	Nil Nil	Nil Nil	Nil Nil	N/A N/A
Blair Zaritsky(4)	300,000 300,000 220,000 220,000	0.20 0.295 0.33 0.315	14-Jun-2024 27-Dec-2024 11-Dec-2025 07-Dec-2025	33,000 4,500 Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	N/A N/A N/A N/A

Note:

(1) Calculated based on the closing price of the Company’s shares on December 31, 2021, being $0.31, less the exercise price.

(2) Brent Gilchrist resigned as a director effective February 6, 2023. In accordance with the Company’s Stock Option Plan, the options included in the table above expired unexercised on May 6, 2023.

(3) Robert Power and Christina Smith were appointed as directors on February 6, 2023.

(4) Blair Zaritsky is not standing for re-election at the Meeting.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth, for each non-executive director of the Company, the value of all incentive plan awards that vested during the year ended December 31, 2022.

Name	Option-Based Awards-Value vested during the year ($)(1)	Share-Based Awards-Value vested during the year ($)	Non-Equity Incentive Plan Compensation-Value earned during the year ($)
Brent Gilchrist(2)	Nil	Nil	N/A
Robert Power(3)	N/A	N/A	N/A
Morris Prychidny	Nil	Nil	N/A
Christina Smith(3)	N/A	N/A	N/A
Eric Tremblay	Nil	Nil	N/A
Blair Zaritsky(4)	Nil	Nil	N/A

Note:

(1) The value of the options vested during the year for each director is based on the closing market price of the Company’s Common Shares on the TSX on the vesting date less the option exercise price.

(2) Brent Gilchrist resigned as a director effective February 6, 2023.

(3) Robert Power and Christina Smith were appointed as directors on February 6, 2023.

(4) Blair Zaritsky is not standing for re-election at the Meeting.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Company's executive compensation philosophy, objectives, and processes and to discuss compensation decisions relating to the Company's Chief Executive Officer, Chief Financial Officer, and, if applicable, its three most highly compensated individuals acting as, or in a like capacity as, executive officers of the Company whose total compensation for the most recently completed financial year was individually equal to more than $150,000 (the " NEOs " or " Named Executive Officers "), during the Company’s most recently completed financial year, being the 2022 financial year. The NEOs of the Company during the 2022 financial year were: (i) Terence Harbort, the Company’s President and Chief Executive Officer; (ii) Andres Tinajero, the Company’s Chief Financial Officer; (iii) Leonardo Souza, the Company’s Vice President, Exploration; and (iv) Michael McPhie, the Company’s Vice President, Sustainability and External Affairs.

Compensation, Governance and Nominating Committee

The Compensation, Governance and Nominating Committee (the “ CGN Committee ”) is appointed by the Board to assist in fulfilling its corporate governance responsibilities under applicable laws, to assist the Board in setting director and senior executive compensation, and makes recommendations to the Board concerning the compensation of directors and the Company’s executive officers. The CGN Committee also has the responsibility of making recommendations concerning annual bonuses and grants to eligible persons under the Company’s Stock Option Plan (the “ Stock Option Plan ”) and Restricted Share Unit Plan (the “ RSU Plan ”). The directors of the Company, in consultation with the CGN Committee, determine the level of compensation in respect of the executive officers of the Company.

The CGN Committee is currently comprised of Brent Gilchrist (Chair), Christina Smith, Eric Tremblay and Blair Zaritsky. All of the members of the CGN Committee are independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices (" NI 58-101 "). See also " Statement of Corporate Governance – Compensation, Governance and Nominating Committee ".

Compensation Process

The Board relies on the knowledge and experience of the members of the CGN Committee to set, review and recommend appropriate levels of compensation for senior officers. The CGN Committee adopted a compensation process whereby it will review annually the total remuneration (including benefits) and the main components thereof for the officers and directors, and may compare such remuneration with that of peers in the same industry, and review periodically the Stock Option Plan and the RSU Plan, and consider these in light of new trends and practices of peers in the same industry. The

CGN Committee's recommendations regarding director and officer compensation are presented to the Board for its consideration and approval. The Board is responsible for reviewing the compensation of members of senior management to ensure that they are competitive within the industry and that the form of compensation aligns the interests of each such individual with those of the Company.

Compensation Program

Principles/Objectives of the Compensation Program

The primary goal of the Company's executive compensation program is to attract, motivate and retain top quality individuals at the executive level. The program is designed to ensure that the compensation provided to the Company's senior officers is determined with regard to the Company's business strategy and objectives and financial resources, and with the view of aligning the financial interests of the senior officers with those of the shareholders. The CGN Committee is focused on ensuring that the members of the senior management team successfully create significant value for the Company given their knowledge of the industry, their past execution track record and their demonstrated ability to work as part of a team in an entrepreneurial culture.

In the performance of its duties, the CGN Committee is guided by the following principles:

establishing sound corporate governance practices that are in the interests of Shareholders and that contribute to effective and efficient decision-making;
offering competitive compensation to attract, retain and motivate the very best qualified executives in order for the Company to meet its goals; and
acting in the interests of the Company and the shareholders by being fiscally responsible.

Independent Compensation Consultants

For the year ended December 31, 2022, the Company did not engage an independent third party executive compensation consultant to provide analysis and recommendations on NEO compensation as no further analysis was deemed necessary beyond the Focus HR report provided for the year ended December 31, 2020.

Components of Compensation Program

The Company provides senior officers with base salaries that represent their minimum compensation for services rendered, or expected to be rendered. NEOs' base compensation depends on the scope of their experience, responsibilities, leadership skills, performance, length of service, general industry trends and practices, competitiveness, and the Company's existing financial resources. Base salaries are reviewed annually by the CGN Committee.

Base salary is a fixed element of compensation that is payable to each NEO for performing the specific duties of the position. The amount of base salary is determined through negotiation of employment terms with each NEO and is determined on an individual basis. While base salary is intended to fit into the Company’s overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business also impacts the level of base salary. Compensation is set with informal reference to the market for similar jobs in Canada and internationally.

Base salaries are reviewed annually, at the beginning of each year, by the CGN Committee or at such other time, as required.

Annual Incentive Compensation

The annual incentive program for the NEOs is based on their performance as a team against corporate objectives approved by the Board at the beginning of the financial year. NEOs are compensated such that their annual salary is a set amount, and their bonus is conditional and pro-rated on the achievement of the corporate objectives. The targets for annual incentive compensation for NEOs has been established as set out in the below table, with underachievement penalized and overachievement recognized. Annual incentive compensation is made at the sole discretion of the Board, based on the recommendation of the CGN Committee.

Named Executive Officer	Maximum Bonus (% of Annual Compensation)	Maximum Bonus Calculated On	Maximum Bonus Calculated On
		Corporate Objectives	Personal Objectives
Terence Harbort	100%	100%	0%
Andres Tinajero	100%	75%	25%
Leonardo de Souza	50%	75%	25%
Michael McPhie	50%	50%	50%

As part of its duties and responsibilities and in conjunction with year-end assessments, the CGN Committee reviews the achievement of the Company's objectives set at the beginning of the year, and assesses each element contained in the corporate objectives. The Company’s key objectives and the achievements for the year ended December 31, 2022 included completion of a National Instrument 43-101 technical report on the Bralorne Gold Project with a defined resource of 1.5 million ounces (40% weighting), permitting for one Greenfields project (5% weighting), maintaining the Company well financed (15% weighting), best in class Safety, Health, Environmental Affairs (5% weighting), and Growth metrics including share price and analyst coverage (35% weighting).

Assessment of 2022 Key Objectives by the CGN Committee

The CGN Committee assesses management's performance based on a "team" basis. This approach fosters strong relationships among senior executives, to the long-term benefit of the shareholders. During the 2022 fiscal year, and due to financing constraints and the challenging capital markets environment, the 2022 key objectives were not fully met. As at the date of this MIC, the CGN Committee has not determined the 2022 annual incentives and no awards have been approved, granted or paid.

Long-Term Incentive Compensation

The Stock Option Plan and RSU Plan are considered long-term incentive plans of the Company. The Company’s long-term compensation program ensures the alignment of the NEOs with the shareholders and other stakeholders in the value creation process.

Stock Option Plan

On March 29, 2019, shareholders approved the Stock Option Plan, which is designed to advance the interests of the Company by, among other things, encouraging stock ownership by certain eligible individuals, including employees, officers, and consultants of the Company. The Stock Option Plan is administered by the Board or a duly appointed committee of the Board, consisting of not less than three directors, all of whom are independent. The Stock Option Plan is as an integral component of the Company’s executive compensation arrangements. In general, options are granted, at the discretion of the Board, and generally fully vest on the date of grant.

The Board believes that the grant of options to senior officers serves to align their interests with those of the shareholders and motivate the achievement of the Company's long-term strategic objectives, which will benefit shareholders. Options may be awarded by the Board to directors, officers, employees and consultants of the Company, on the basis of the recommendation of the CGN Committee. Option grants are based on a number of factors, including the individual's level of responsibility and their contribution towards the Company’s goals and objectives. In addition, options may be granted in recognition of the achievement of a particular goal or extraordinary service. The Board considers, among other things, prior option grants and the overall number of options that are outstanding relative to the number of outstanding Common Shares in determining whether to grant any additional options, and the size of such grants.

A summary of the principal terms of the Stock Option Plan are more particularly described under the heading " Securities Authorized for Issuance Under Equity Compensation Plans " below.

RSU Plan

On March 29, 2019, shareholders approved the RSU Plan. The purpose of the RSU Plan is to assist the Company in attracting, retaining individuals with experience and ability, to allow certain employees to participate in the long-term success of the Company and to promote a greater alignment of interests between the employees designated as participants under the RSU Plan and those of Shareholders. RSUs generally vest in their entirety over three years.

A summary of the principal terms of the RSU Plan are more specifically described under the heading " Securities Authorized for Issuance Under Equity Compensation Plans " below.

Perquisites and Personal Benefits

The Company also provides basic perquisites and personal benefits to certain of its NEOs. These perquisites and personal benefits are determined through negotiation of an executive employment agreement with each NEO. While perquisites and personal benefits are intended to fit the Company’s overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business also impacts the level of perquisites and benefits. Currently a benefit program with life insurance and health benefits is offered to all NEOs.

Termination and Change of Control Benefits

For a description of the termination and change of control benefits provided by the Company to the NEOs, please see "Executive Compensation – Termination and Change of Control Benefits" below.

Compensation Risk Considerations

The CGN Committee structures the components of the compensation program in order to generate adequate incentives to increase shareholder value in the long term while maintaining a balance to limit excessive risk taking.

As part of measures in place to mitigate risk related to compensation structure, the CGN Committee establishes the total compensation of the NEOs based on a balanced approach between fixed and variable compensation components. The use of multiple components limits the risks associated with having the focus on one specific component and provides flexibility to compensate short to medium term goals and long-term objectives in order to maximize shareholder value.

In respect of the fiscal year ended December 31, 2022, the fixed component of the NEOs' compensation composed of the base salary with annual incentive compensation measured against the achievements of specific corporate objectives established by the CGN Committee at the beginning of each year. The key objectives are set to position the Company for growth and to maximize shareholder value through the collective effort of the management team.

The CGN Committee considers that the granting and vesting policies provide sufficient incentives to motivate NEOs in the long term to increase the overall value of the Company and thereby provide an adequate alignment of their interest with those of the Shareholders. Based on past practice, option grants generally fully vest on grant and have a five-year term with RSUs vesting over a three year period. The CGN Committee considers that these characteristics provide sufficient incentives to motivate the NEOs in the long term to increase the overall value of the Company and thereby provide an adequate alignment of their interest with those of the shareholders. See Assessment of 2022 Key Objectives by the CGN Committee.

The Company has not adopted any retirement plan or pension plan for its directors and officers.

Based on the review performed in the last financial year, no risks associated with the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company were identified. The CGN Committee considers that the procedures and guidelines currently in place to mitigate key risks relating to compensation are adequately managed and do not encourage excessive risk-taking that would be reasonably likely to have a material adverse effect on the Company. The CGN Committee will continue to monitor and review the Company's compensation policies and practices annually to ensure that no component of the NEOs' compensation constitutes a risk.

Performance Graph

The following graph compares the yearly percentage change in the cumulative total shareholder return for $100 invested in the Common Shares on April 26, 2019 (being the first day that the Common Shares commenced publicly trading) against the cumulative total return of the S&P/TSX Composite Index for the period ending on December 31, 2022.

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$200
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$100
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Apr26-2019 Dec31-2019 Dec31-2020 Dec31-2021 Dec31-2022
Talisker Resources Ltd.
S&P / TSX Composite Index
S&P / TSX Global Gold Index
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	April 26, 2019	December 31, 2019	December 31, 2020	December 31, 2021	December 31, 2022	December 31, 2021
Talisker Resources Ltd.	100.00	220.00	223.33	206.67	93.33	206.67
S&P/TSX Composite Index	100.00	104.92	110.80	138.60	130.50	138.60
S&P/TSX Gold Index	100.00	140.05	172.69	156.50	58.32	156.50

Summary Compensation Table

The following table sets forth all annual and long-term compensation for services in all capacities to the Company in respect of the financial years ended December 31, 2022, December 31, 2021 and December 31, 2020 in respect of the individuals who were, at December 31, 2022, NEOs.

					Non-equity incentive	Non-equity incentive
					plan compensation
			Share-	Option-	Annual	Long-term		All Other
			Based	Based	Incentive	Incentive	Pension	Compensa-	Total
Name and Principal		Salary	Awards(1)	Awards(2)	Plans	Plans	Value	tion(3)	compensation
Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Terence Harbort Director and CEO	2022	367,376	Nil	Nil	Nil	Nil	Nil	Nil	367,376
	2021	350,004	126,000	131,200	Nil	Nil	Nil	235,903	843,107
	2020	222,000	123,750	145,956	Nil	Nil	Nil	330,000	821,706
Andres Tinajero CFO	2022	262,513	Nil	Nil	Nil	Nil	Nil	Nil	262,513
	2021	250,000	78,750	87,500	Nil	Nil	Nil	168,513	584,763
	2020	172,000	72,600	87,969	Nil	Nil	Nil	240,000	572,569
Leonardo Souza Vice President, Exploration and Resource Development	2022	215,555	Nil	Nil	Nil	Nil	Nil	Nil	215,555
	2021	270,004	Nil	54,700	Nil	Nil	Nil	67,401	392,105
	2020	149,000	41,250	118,019	Nil	Nil	Nil	70,000	378,269
Michael McPhie Vice President, Sustainability and External Affairs	2022	173,539	Nil	Nil	Nil	Nil	Nil	Nil	173,539
	2021	168,000	Nil	43,700	Nil	Nil	Nil	37,744	249,444
	2020	144,000	19,800	87,000	Nil	Nil	Nil	42,000	292,800

Notes:

(1) RSUs have been valued on the closing price of the Company’s shares on the date of issuance being $0.315 on December 7, 2021 and $0.33 for the RSUs granted December 11, 2020.

(2) The “grant date fair value” has been determined by using the Black-Scholes model. The Company has calculated the “grant date fair value” amounts for option values using the Black-Scholes model, a mathematical valuation model that ascribes a value to a stock option based on a number of factors in valuing the option-based awards, including the exercise price of the option, the price of the underlying security on the date the option was granted and assumptions with respect to the volatility of the price of the underlying security and the risk-free rate of return. The grant date fair value of the Options included in the table above was estimated using the Black-Scholes valuation model with the following assumptions: (a) for the Options granted in 2021, a five year expected term; expected volatility of 55%, risk free interest rate of 0.43% and a dividend yield of nil; (b) for the Options granted in December 2020, a five year expected term, expected volatility of 100%, risk free interest rate of 0.44% and a dividend yield of nil; (c) for the Options granted in August 2020, a five year expected term, expected volatility of 100%, risk free interest rate of 0.37% and a dividend yield of nil; and (d) for the Options granted in February 2020, a five year expected term; expected volatility of 100%, risk free interest rate of 1.37% and a dividend yield of nil. The assumptions used in the pricing model are highly subjective and can materially affect the estimated fair value. Calculating the value of options using this methodology is very different from a simple “in-the-money” value calculation. In fact, options that are out-of-the-money can still have a significant “grant date fair value” based on a Black-Scholes valuation, especially where, as in the case of the Company, the price of the shares underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.

(3) Amounts included under Other Compensation represent bonuses earned for the years ended December 31, 2021 and 2020.

The following table provides information regarding the incentive plan awards outstanding for each NEO, as of December 31, 2022.

Outstanding Share-Based Awards and Option-Based Awards


		Option-Based Awards			Share-Based Awards(		2)
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Name
Terence Harbort	600,000 1,500,000 600,000 600,000	0.20 0.295 0.33 0.315	14-Jun-2024 27-Dec-2024 11-Dec-2025 07-Dec-2026	Nil Nil Nil Nil	391,667	54,833	36,167
Andres Tinajero	25,000 400,000 800,000 360,000 400,000	0.24 0.20 0.295 0.33 0.315	22-Aug-2023 14-Jun-2024 27-Dec-2024 11-Dec-2025 07-Dec-2026	Nil Nil Nil Nil Nil	240,001	33,600	21,933
Leonardo Souza	200,000 200,000 250,000	0.39 0.46 0.315	12-Feb-2025 17-Aug-2025 07-Dec-2026	Nil Nil Nil	41,667	5,833	5,833
Michael McPhie	300,000 100,000 200,000	0.39 0.46 0.315	12-Feb-2025 17-Aug-2025 07-Dec-2026	Nil Nil Nil	20,000	2,800	2,800

Notes:

(1) Calculated based on the difference between the market price of the Common Shares on December 31, 2022 and the exercise price of the Options. The closing price of the Common Shares listed on the TSX on December 31, 2022 was $0.14.

(2) Represents units awarded pursuant to the RSU Plan. Payout value of these RSUs calculated based on the market price of the Common Shares on December 31, 2022, being $0.14, assuming a payout on December 31, 2022.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth, for each of the NEOs of the Company, the value of all incentive plan awards that vested during the year ended December 31, 2022.

Name	Option-Based Awards-Value vested during the year ($)(1)	Share-Based Awards-Value vested during the year ($)	Non-Equity Incentive Plan Compensation-Value earned during the year ($)
Terence Harbort	Nil	36,167	N/A
Andres Tinajero	Nil	21,933	N/A
Leonardo Souza	Nil	5,833	N/A
Michael McPhie	Nil	2,800	N/A

Note:

(1) The value of the options vested during the year for each Named Executive Officer is based on the closing market price of the Company’s Common Shares on the TSX on the vesting date less the option exercise price.

NEO Employment and Consulting Agreements

Other than as outlined below, the Company has no other arrangements that provide for payments to any of its NEOs.

Terence Harbort, President and CEO

Terence Harbort, the Company’s President and CEO, provides his services to the Company pursuant to the terms of an independent contractor agreement through his holding company, Cangeroo Capital Inc. (“ Cangeroo ”). The agreement was formalized on December 31, 2019 and amended on each of April 1, 2020, January 1, 2021 and January 1, 2022. Under the terms of the agreement, Cangeroo is paid a monthly retainer of $30,625 (plus HST) for the services of Mr. Harbort. The agreement provides for a bonus of up to 100% of the sum of the monthly retainer for the complete fiscal year and includes a termination clause that provides for a termination payout equal to two times the greater of the average of: (a) (i) the sum of the monthly retainer and all bonuses paid in the complete fiscal year immediately preceding termination, and (ii) the sum of the monthly retainer and all bonuses paid in the complete fiscal year prior to the termination notice; and (b) the sum of the annual amount (12 months) of the monthly retainer in effect at the time of the notice of termination and any annual target bonus amount in effect at the time of the notice of termination. In the event of a change of control, the agreement provides for a buyout equal to 1.25 times the termination payment. The agreement also includes confidentiality obligations during the length of the contract period and following termination or resignation from the Company.

Andres Tinajero, CFO

Andres Tinajero, the Company’s CFO, provides his services to the Company in accordance with the terms of an independent contractor agreement through his holding company 2222263 Ontario Ltd. (“ 222 ”). The agreement was formalized on December 31, 2019 and amended on each of April 1, 2020, January 1, 2021 and January 1, 2022. Under the terms of the agreement, 222 is paid a monthly retainer of $21,877 (plus HST) for the services of Mr. Tinajero. The agreement provides for a bonus of up to 100% of the sum of the monthly retainer for the complete fiscal year and includes a termination clause that provides for a termination payout equal to two times the greater of the average of: (a) (i) the sum of the monthly retainer and all bonuses paid in the complete fiscal year immediately preceding termination, and (ii) the sum of the monthly retainer and all bonuses paid in the complete fiscal year prior to the termination notice; and (b) the sum of the annual amount (12 months) of the monthly retainer in effect at the time of the notice of termination and any annual target bonus amount in effect at the time of the notice of termination. In the event of a change of control, the agreement provides for a buyout equal to the termination payment. The agreement also includes confidentiality obligations during the length of the contract period and following termination or resignation from the Company.

Leonardo Souza, Vice President, Exploration and Resource Development

Leonardo Souza, the Company’s Vice President, Exploration and Resource Development, provides his services to the Company in accordance with the terms of an independent contractor agreement through his holding company Leonardo Henrique de Souza – LHS Consultoria Mineral (“ LHS ”). The agreement was formalized on January 24, 2020 and was amended on each of March 20, 2020, January 1, 2021 and January 1, 2022. Under the terms of the agreement, LHS is paid a monthly retainer of $17,500 (plus HST) for the services of Mr. Souza. The agreement provides for a bonus of up to 50% of the sum of the monthly retainer for the complete fiscal year and includes a termination clause that provides for a termination payout equal to one-half the greater of the average of: (a) (i) the sum of the monthly retainer and all bonuses paid in the complete fiscal year immediately preceding termination, and (ii) the sum of the monthly retainer and all bonuses paid in the complete fiscal year prior to the termination notice; and (b) the sum of the annual amount (12 months) of the monthly retainer in effect at the time of the notice of termination and any annual target bonus amount in effect at the time of the notice of termination. In the event of a change of control, the agreement provides for a buyout equal to the termination payment. The agreement also includes confidentiality obligations during the length of the contract period and following termination or resignation from the Company.

Michael McPhie, Vice President, Sustainability and External Affairs

Michael McPhie, the Company’s Vice President, Sustainability and External Affairs, provides his services to the Company in accordance with the terms of an independent contractor agreement. The agreement was formalized on January 24, 2020 and was amended on each of January 1, 2021 and January 1, 2022. Under the terms of the agreement, Michael McPhie is paid a monthly retainer of $14,000 (plus HST). The agreement provides for a bonus of up to 50% of the sum of the monthly retainer for the complete fiscal year and includes a termination clause that provides for a termination payout

equal to one-half the greater of the average of: (a) (i) the sum of the monthly retainer and all bonuses paid in the complete fiscal year immediately preceding termination, and (ii) the sum of the monthly retainer and all bonuses paid in the complete fiscal year prior to the termination notice; and (b) the sum of the annual amount (12 months) of the monthly retainer in effect at the time of the notice of termination and any annual target bonus amount in effect at the time of the notice of termination. In the event of a change of control, the agreement provides for a buyout equal to the termination payment. The agreement also includes confidentiality obligations during the length of the contract period and following termination or resignation from the Company.

Termination and Change of Control Benefits

The following table outlines the estimated incremental payments that would be payable to each of the NEOs of the Company in the event of a change of control or termination without cause of each NEO on December 31, 2022.

Name	Estimated Change of Control Payment	Estimated Termination Without Cause Payment
Terence Harbort – Base Salary Average Bonus	$1,464,768	$1,171,814
Andres Tinajero – Base Salary Average Bonus	$837,026	$837,026
Leonardo Souza – Base Salary Average Bonus	$168,703	$168,703
Michael McPhie – Base Salary Average Bonus	$102,872	$102,872

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

On March 29, 2019, the shareholders of the Company approved the Stock Option Plan in connection with approving the transaction that resulted in the Company being listed on the Canadian Securities Exchange (the “ CSE ”). The Stock Option Plan, which conformed with the policies of the CSE, was effective on April 26, 2019 and amendments to the Stock Option Plan to conform with the policies of the TSX were approved by the Board on October 9, 2020 and June 1, 2023 (when the insider participation limits were clarified and the amendment provision regarding cashless exercise was amended to provide only for a full deduction). The purpose of the Stock Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees, management company employees and consultants of the Company, and of its subsidiaries and affiliates, if any (each, an “ Eligible Person ”), to acquire Common Shares, thereby increasing their respective proprietary interests in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentives in their efforts on behalf of the Company in the conduct of its affairs.

The following is a summary of the Stock Option Plan, which is subject to the specific provisions of the Stock Option Plan.

Under the terms of the Stock Option Plan, the aggregate number of securities reserved for issuance under the Stock Option Plan and all share-based compensation plans of the Company is equal to 10% of the number of the Common Shares issued and outstanding from time to time. As a result, should the Company issue additional Common Shares in the future, the number of Shares issuable under the Stock Option Plan and all share-based compensation arrangements of the Company will increase accordingly.

The Stock Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder and no options will be granted to any Eligible Person except upon the recommendation of the Board.

The Stock Option Plan provides that the exercise price of options will be determined by the Board and shall be the market price (being the closing price of the Common Shares on the TSX on the trading day before the date of grant of the option). The Board has the right to adjust the exercise price of outstanding options if and whenever the Company declares a dividend. Where the expiry date of an option occurs during or within ten trading days of a Blackout Period, the expiry date of such option shall be extended to the date that is the 10[th] trading day following the end of the Blackout Period.

The Stock Option Plan provides that the number of authorized but unissued Common Shares that may be issued upon the exercise or redemption, as applicable, of options and other securities granted under the Company’s share-based compensation arrangements shall not exceed, in the aggregate, 10% of the issued and outstanding Common Shares, all of which may be granted under the Stock Option Plan. The total number of Common Shares (i) issued to insiders within any

one-year period, and (ii) issuable to insiders at any time pursuant to the Stock Option Plan, or when combined with all other share compensation arrangements, shall not exceed 10% of the outstanding Common Shares. Further, the aggregate number of Common Shares reserved for issuance to any one individual under options and other securities awarded under the Company’s share-based compensation arrangements in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares determined at the date of grant.

The Board will set the term of options granted under the Stock Option Plan and such term cannot exceed 10 years. The Board also fixes the vesting terms it deems appropriate when granting options under the Stock Option Plan. In the event of a change of control, the Stock Option Plan provides that the Company has the power to make arrangements for the exercise or continuance of outstanding options prior to the completion of such transaction.

If an optionee ceases to be an Eligible Person for any reason other than death, the optionee may exercise all vested options until the earlier of the end of the Option Period or 90 days from the date the optionee ceased to be an Eligible Person. In the event of the death of an optionee, the options granted to such optionee shall be exercisable until the earlier of the end of the Option Period or one year following the death of the optionee, but only by the persons who inherited the options. Options granted under the Stock Option Plan are not transferable or assignable other than by the laws of bequeath or the laws of descent or distribution or as otherwise allowed by the TSX.

Subject to the provisions of the Stock Option Plan, the Board may amend or discontinue the Stock Option Plan at any time. The Board has the discretion to make amendments to the Stock Option Plan which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation: (a) minor changes of a "housekeeping nature"; (b) amending options, including with respect to the Option Period (provided that the period during which an option is exercisable does not exceed 10 years from the date the option is granted and that such option is not held by an insider), vesting period, exercise method and frequency, subscription price (provided that such option is not held by an insider) and method of determining the subscription price, assignability and effect of termination of an Optionee’s employment or cessation of the Optionee’s directorship; (c) changing the class of participants eligible to participate under the Stock Option Plan; (d) accelerating vesting or extending the expiration date of any option (provided that such option is not held by an insider), provided that the period during which an option is exercisable does not exceed 10 years from the date the option is granted; (e) changing the terms and conditions of any financial assistance which may be provided by the Company to optionees to facilitate the purchase of Common Shares under the Stock Option Plan; and (f) adding a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying Common Shares from the Stock Option Plan reserve. Shareholder approval will be required in the case of: (a) any amendment to the amendment provisions of the Stock Option Plan; (b) any increase in the maximum number of Common Shares issuable under the Stock Option Plan; and (c) any reduction in the exercise price or extension of the Option Period benefiting an optionee, in addition to such other matters that may require shareholder approval under the rules and policies of the TSX.

The Board has the authority to make the following amendments to the Stock Option Plan, without requiring shareholder approval: (a) amendments of a “housekeeping” nature; (b) a change to the vesting provisions of Options granted pursuant to the Stock Option Plan; and (c) a change to the termination provisions of options granted under the Stock Option Plan which does not entail an extension beyond the original expiry date. All other amendment to the Stock Option Plan or Options granted pursuant to it will require the approval of the Company’s shareholders.

As at June 2, 2023, the Company had 17,395,000 Common Shares reserved for issuance pursuant to options outstanding under the Stock Option Plan (representing approximately 5.7% of the Company’s issued and outstanding Common Shares). For purposes of calculating the number of Common Shares reserved for issuance and which may be purchased upon the exercise of options granted under the Stock Option Plan, all issued and outstanding options under the Stock Option Plan are treated as if such options are issued and outstanding under the Stock Option Plan. Accordingly, options to purchase an aggregate 38,485,615 Common Shares (being 10% of the current number of issued and outstanding Common Shares) are available for issuance under the Stock Option Plan, less the 17,395,000 Common Shares currently reserved by the Company for conversion pursuant to options granted under the Stock Option Plan and less the 693,334 Common Shares currently reserved by the Company for issuance pursuant to RSUs granted under the RSU Plan, leaving 13,058,882 Common Shares (representing approximately 5.3% of the Company’s current issued and outstanding Common Shares) reserved for issuance and available to be granted under the Stock Option Plan and the Company’s other share-based compensation arrangements (which includes the RSU Plan).

Restricted Stock Unit Plan

On March 29, 2019, the shareholders of the Company approved the RSU Plan, which replaced the Company’s previous plan governing RSUs, which was adopted by shareholders of the Company on June 26, 2017. Amendments to the RSU Plan to conform with the policies of the TSX were approved by the Board on October 9, 2020 and June 1, 2023 (when the insider participation limits were clarified). The purpose of the RSU Plan is to advance the interests of the Company by attracting and retaining executive officers, key employees and consultants with experience and ability, allowing them to participate in the long-term success of the Company and promoting a greater alignment of interests between the executive officers and key employees.

The following is a summary of the RSU Plan (including the amendments approved by the Board of Directors to conform to the policies of the TSX), which is subject to the specific provisions of the RSU Plan.

The RSU Plan provides that RSUs may be granted by the Board, or a committee that administers the RSU Plan, to employees and consultants of the Company.

The number of RSUs awarded will be credited to the participant’s account effective on the date of grant of the RSUs. An RSU represents a right to receive a Common Share issued from treasury on the Settlement Date, a lump sum cash payment equal to the market price of the Common Shares on the Settlement Date or a combination of both, less any applicable withholdings or other deductions. The Board may make issuance or payment on the Settlement Date subject to conditions, including in respect of performance and vesting. However, unless the Board determines otherwise, RSUs vest over three years from the date of grant (one-third on each of the first, second and third anniversaries of the date of grant). The Board may accelerate the terms of vesting in its discretion; however, upon a Change of Control all outstanding RSUs vest irrespective of any time or performance vesting conditions.

Under the terms of the RSU Plan, the maximum number of Common Shares made available for issuance under the RSU Plan and all share-based compensation plans of the Company shall not exceed 10% of the number of the Common Shares issued and outstanding. As a result, should the Company issue additional Common Shares in the future, the number of Shares issuable under the RSU Plan and all share-based compensation arrangements of the Company will increase accordingly.

The RSU Plan also provides that (a) within any 12-month period, the Company shall not issue to any one person under the RSU Plan and all other share-based compensation arrangements of the Company, a number of Common Shares exceeding 5% of the issued and outstanding Common Shares as at the date of such grant, and (b) the aggregate number of Common Shares (A) issued to those who are also “insiders” of the Company within any 12 month period, and (B) issuable to those who are also “insiders” of the Company, at any time, pursuant to the RSU Plan and all other security based compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares, respectively.

RSUs are not assignable. In the event a participant is terminated for cause or resigns, all outstanding RSUs are terminated, unless otherwise determined by the Board. If a participant ceases to be an employee as a result of death, termination not for cause, retirement or disability: (a) if there is a time vested component, then the RSUs subject to the time-vested component will be pro rated depending on whether the participant is entitled to a Benefits Extension Period; and (b) if there is a performance vesting component, then the RSUs subject to the performance vesting component will be pro rated depending on whether the participant is entitled to a Benefits Extension Period.

If cash or other dividends are paid on Common Shares, additional RSUs will be granted to each participant who holds RSUs equal to the value of the cash or other dividend that would have been paid on the Common Shares underlying the RSUs, divided by the market price of the Common Shares on the date such dividend is paid and shall have the same vesting or other conditions to which they relate.

The Board may amend, suspend or terminate the RSU Plan or amend the terms of outstanding RSUs. If such amendment, suspension or termination will materially or adversely affect the rights of a participant’s RSU, the written consent of such participant shall be required, unless such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which Common Shares are listed. The Board has the discretion to make amendments to the RSU Plan which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation: (a) amendments of a “housekeeping nature”; and (b) a change to the vesting provisions of RSUs granted pursuant to the RSU

Plan. However, shareholder approval will be required in the case of: (a) any amendment to the amendment provisions of the RSU Plan; and (b) any increase in the maximum number of Common Shares issuable under the RSU Plan.

As at June 2, 2023, the Company had 693,334 Common Shares reserved for issuance pursuant to RSUs awarded under the RSU Plan (representing approximately 0.2% of the Company’s issued and outstanding Common Shares). For purposes of calculating the number of Common Shares reserved for issuance under the RSU Plan, all issued and outstanding RSUs under the RSU Plan are treated as if such RSUs are issued and outstanding under the RSU Plan. Accordingly, RSUs convertible into an aggregate of 38,485,615 Common Shares (being 10% of the current number of issued and outstanding Common Shares) are available for issuance under the RSU Plan, less the 693,334 Common Shares currently reserved by the Company for conversion pursuant to RSUs granted under the RSU Plan and less the 17,395,000 Common Shares currently reserved by the Company for issuance pursuant to options granted under the Stock Option Plan, leaving 20,397,281 Common Shares (representing approximately 5.3% of the Company’s current issued and outstanding Common Shares) reserved for issuance and available to be granted under the RSU Plan and the Company’s other share-based compensation arrangements (which includes the Stock Option Plan).

Equity Compensation Plan Information

The following table sets forth aggregated information as at December 31, 2022 with respect to compensation plans of the Company under which equity securities of the Company are authorized for issuance.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) (#)	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights(1) ($)	Number of Securities remaining available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved bysecurityholders	17,985,000 (Options)(2) 1,170,000(RSUs) (3)	$0.30	19,252,949
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	19,155,000	$0.30	19,242,949

Notes:

(1) On April 17, 2019, the Company’s Common Shares were consolidated on the basis of one new common share for each four Common Shares held.

(2) The Stock Option Plan is a “rolling” stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to the Stock Option Plan (and all other share-based compensation arrangements of the Company) will not exceed 10% of the issued shares of the Company at the time of the stock option grant.

(3) Under the RSU Plan, the maximum number of Common Shares that may be reserved for issuance pursuant to the RSU Plan (and all other share-based compensation arrangements of the Company) is up to 10% of the number of issued shares of the Company at the time of the RSU grant.

Burn Rate

The Company’s annual burn rate under the share-based payment compensation plans for each of the three most recently completed financial years are as follows:

	2020	2021	2022
Options	15,568,750	19,195,000	17,985,000
Options burn rate	7.30%	6.72%	4.68%
RSUs	780,000	1,430,000	1,170,000
RSUs burn rate	0.37%	0.50%	0.30%

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The following provides information with respect to the Company’s compliance with the corporate governance requirements of the Canadian Securities Administrators set forth in NI 58-101 and Form 58-101F1 – Corporate Governance Disclosure .

Board of Directors

The Board believes that it functions independently of management and reviews its procedures on an ongoing basis to ensure that it is functioning independently of management. In-camera sessions, without management and nonindependent directors present, are held after most meetings of the Board, or as circumstances require. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest. The Board discharges its responsibilities directly and through the committees of the Board: the Audit Committee, comprised of three independent Board members, the CGN Committee, comprised of three independent Board members, and the SHEA and Technical Committee, comprised of two independent Board members. Each committee of the Board operates under a formal charter or mandate which is reviewed, and updated as necessary, on an annual or more frequent basis. In fulfilling its responsibilities, the Board delegates day-to-day authority to management of the Company, while reserving the ability to review management decisions and exercise final judgement on any matter. In accordance with applicable legal requirements and historical practice, all matters of a material nature are presented by management to the Board for approval.

The Board is currently comprised of six directors, 83% of whom are independent (within the meaning of Section 1.4 of NI 52-110 – Audit Committees ) as of the date of this Management Information Circular, including Morris Prychidny, the Chair of the Board. NI 58-101 defines an "independent director" as a director who has no direct or indirect "material relationship" with the issuer. A "material relationship" is as a relationship which could be, in the view of the board of directors of a company, reasonably expected to interfere with the exercise of a member's independent judgment. Each of Robert Power, Morris Prychidny, Christina Smith, Eric Tremblay and Blair Zaritsky are considered to be independent within the meaning of NI 58-101. Terence Harbort, the Company’s President and CEO is not independent, as he is an officer of the Company. Blair Zaritsky will not be standing for re-election at the Meeting. At the Meeting, shareholders will be asked to fix the number of directors at six, with five directors standing for re-election and one vacancy.

Board Skills Matrix

The Board ensures that the skill set developed by directors, through their business expertise and experience, meets the needs of the Board. The following table outlines the current skills that each nominee possesses:

	Terence Harbort	Robert Power	Morris Prychidny	Christina Smith	Eric Tremblay
Financial	X	X	X		X
Risk	X	X	X		X
M&A	X	X	X		X
Technical Mining	X	X		X	X
Government	X	X	X	X	X
Corporate Governance	X	X	X	X	X
Human Resources	X	X	X	X	X
Sustainability	X	X	X	X	X
Management	X	X	X	X	X
Strategic Development/Implementation	X	X	X	X	X
Legal		X
Information/Operation Technology	X	X	X		X

Notes:

(1) Financial: Ability to understand: (i) financial statements; (ii) financial controls and measures; (iii) capital markets; and (iv) financing options.

(2) Risk: Knowledge and experience in the field of risk management as it relates to the mining industry.

(3) Mergers and Acquisitions: Understanding of: (i) capital markets in friendly and unfriendly transactions; (ii) complexity of integration post-business continuation; and (iii) general legal requirements in M&A.

(4) Technical/Mining: Understanding of: (i) exploration activities; (ii) mine operations, including risks/challenges/opportunities (mining, milling); (iii) ability to have knowledge of construction, development, planning, scheduling, monitoring of construction, contract, administration, forecasting; and (iv) understanding of marketing of metals.

(5) Government Relations: Understanding of: (i) legislative and decision-making process of governments; and (ii) experience in dealing with governments (policy-making, lobbying, etc.).

(6) Corporate Governance: Understanding of (i) the requirements/process for oversight of management; (ii) various stakeholder requirements; and (iii) evolving trends with respect to governance of public companies.

(7) Human Resource: Ability to: (i) review management structure for large organization; (ii) develop/assess/monitor remuneration packages (salary, benefits, long-term and short-term incentives); and (iii) understand how to motivate people.
(8) Sustainability: Understanding of (i) environmental risks in the mining industry; (ii) government regulations with respect to environmental, health and safety; and (iii) understanding of and experience in community relations and stakeholder involvement.
(9) Management: Ability to plan, operate and control various activities of a business.
(10) Strategy Development/Implementation: Ability to apply/generate strategic thinking of relevance to the Company.
(11) Legal: Experience as a current or former lawyer, solicitor or barrister.
(12) Information Technology/Operational Technology: Understanding of (i) current and future technology trends in the mining industry (e.g., asset cybersecurity, artificial intelligence, etc.); and ii) digital innovation and initiatives (e.g., automation, robotics and operational hardware).

The Board of Directors has determined that the current constitution of the Board of Directors is appropriate for the Company’s current stage of development. The Board of Directors has free access to the Company’s external auditors, legal counsel and to any of the Company’s officers. The mandate of the Board of Directors is attached as Schedule A to this Management Information Circular.

Other Public Company Directorships

The directors listed below are presently directors of other reporting issuers.


Director	Other Reporting Issuer(s)
Terence Harbort	Sable Resources Ltd.
Robert Power	None
Morris Prychidny	Fountain Asset Corp.,Nighthawk Gold Corp.,Northfield Capital Corporation
Christina Smith	None
Eric Tremblay	Integra Resources Corp.,Nighthawk Gold Corp.,Osisko Development Corp.
Blair Zaritsky (1)	Moneta Gold Inc.,Silver Mountain Resources Inc.

Note:

(1) Blair Zaritsky is not standing for re-election at the Meeting.

Participation of Directors in Board Meetings

In the year ended December 31, 2022, six board meetings, four Audit Committee meetings, three CGN Committee meetings, and one SHEA and Technical Committee meeting were held. The table below outlines attendance by each director nominated for election as a director at the Meeting.

Director	Attendance / Number of Board Meetings	Attendance / Number of Audit Committee Meetings	Attendance / Number of CGN Committee Meetings	Attendance / Number of SHEA and Technical Committee Meetings
Brent Gilchrist(1)	6 / 6	4 / 4	3 / 3	1 / 1
Terence Harbort(2)	6 / 6	N/A	N/A	1 / 1
Robert Power(3)	N/A	N/A	N/A	N/A
Morris Prychidny(4)	6 / 6	4 / 4	N/A	N/A
Christina Smith(5)	N/A	N/A	N/A	N/A
Eric Tremblay(6)	6 / 6	N/A	3 / 3	1 / 1
Blair Zaritsky(7)	6 / 6	4 / 4	3 / 3	N/A

Notes:

(1) Brent Gilchrist was a member of the Audit Committee, the CGN Committee (Chair) and the SHEA and Technical Committee. Brent Gilchrist resigned as a director on February 6, 2022.

(2) Terence Harbort is a member of the SHEA and Technical Committee.

(3) Robert Power was appointed as a director on February 6, 2023. He was appointed to the Audit Committee on March 28, 2023.

(4) Morris Prychidny is a member of the Audit Committee.

(5) Christina Smith was appointed as a director on February 6, 2023. She was appointed as a member of the CGN Committee and SHEA and Technical Committee on March 30, 2023.

(6) Eric Tremblay is Chair of the SHEA and Technical Committee and a member of the CGN Committee.

(7) Blair Zaritsky is the current Chair of the Audit Committee and a member of the CGN Committee. Blair Zaritsky is not standing for re-election at the Meeting.

Orientation and Continuing Education

The Board of Directors does not have a formal orientation or education program for its members. The Board of Directors’ continuing education is typically derived from correspondence with the Company’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically, members of the Board of Directors who have been nominated and elected as directors are familiar with the Company and the nature of its business.

Ethical Business Conduct

The Board of Directors and senior management of the Company consider good corporate governance to be central to the effective and efficient operation of the Company.

The Board is committed to a high standard of corporate governance practices and believes that this commitment is not only in the best interest of the shareholders, but that it also promotes successful decision making at the Board level. The Board has adopted the Code of Conduct to encourage and promote a culture of ethical business conduct amongst the directors, officers, employees and consultants of the Company. The Code of Conduct is available on the Company’s website (www.taliskeresources.com) and on SEDAR (www.sedar.com) under the Company’s issuer profile.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations, and advocating awareness of the guidelines and policies detailed in the Code of Conduct. Through its meetings with management and other informal discussions with management, the Board believes the Company's management team likewise promotes and encourages a culture of ethical business conduct throughout the Company's operations, and the management team is expected to monitor the activities of the Company's employees, consultants and agents in that regard.

Nomination of Directors

The Board, the CGN Committee and the individual directors hold the responsibility for the nomination and assessment of new directors. When presenting shareholders with a slate of nominees for election, the Board considers the following:

the competencies and skills necessary for the Board as a whole to possess;
the competencies and skills necessary for each individual director to possess;
competencies and skills which each new nominee to the Board is expected to bring; and
whether the proposed nominees to the Board will be able to devote sufficient time and resources to the Company.

The Board also recommends the number of directors on the Board to shareholders for approval, subject to compliance with the requirements of the OBCA and the Company's articles and by-laws. Between annual shareholder meetings, the Board may appoint directors to serve until the next annual shareholder meeting, subject to compliance with the requirements of the OBCA. Individual directors are responsible for assisting the Board in identifying and recommending new nominees for election to the Board, as needed or appropriate.

The Board will periodically assess the appropriate number of directors on the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, or the size of the Board is expanded, the Board will consider various potential candidates for director. Candidates may come to the attention of the Board through current directors or management, shareholders or other persons. These candidates will be evaluated at a regular or special meeting of the Board, and may be considered at any point during the year.

Audit Committee

The Company’s Audit Committee is currently comprised of three directors: Blair Zaritsky (Chair), Robert Power and Morris Prychidny, all of whom are considered financially literate and independent (as such terms are defined in NI 52-110). The relevant education and experience of the members of the Audit Committee are included in the Company’s Annual Information Form (“ AIF ”) dated March 31, 2022, section 11.2 – Composition of the Audit Committee, which is available on SEDAR (www.sedar.com) under the Company’s issuer profile.

During the year ended December 31, 2022, the Audit Committee held four meetings. The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Company’s financial reporting process, the system

of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company’s external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. The Audit committee is also responsible for reviewing the Company’s financial strategies, its financing plans and its use of the equity and debt markets.

The Charter of the Audit Committee is available on the Company’s website (www.taliskeresources.com) and is set out in the AIF which is available on SEDAR (www.sedar.com) under the Company’s issuer profile.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed fiscal year, the Company’s Board of Directors has adopted all recommendations of the Audit Committee to nominate or compensate an external auditor.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company during the fiscal years ended December 31, 2022 and December 31, 2021:

Year Ended	Audit Fees ($)(1)	Audit-Related Fees ($)	Tax Fees ($)(2)	All Other Fees ($)
December 31, 2022	153,850	-	27,810	-
December 31, 2021(2)	149,500	-	27,810	-

Notes:

(1) Fees paid to PwC for audit fees and quarterly reviews throughout the period including for New Carolin Gold Corp., the Company’s wholly-owned reporting issuer subsidiary.

(2) Aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice and advice related to relocating employees.

Compensation, Governance and Nominating Committee (the “CGN Committee”)

The CGN Committee reviews the compensation of the directors and senior officers and assists the Board with respect to corporate governance and director nomination matters. The CGN Committee reviews and makes recommendations to the Board regarding the granting of awards pursuant to any of the Company's compensation plans to directors and senior officers, compensation for senior officers, including the CEO and directors' fees, if any, from time to time. The CGN Committee is currently comprised of three independent directors: Eric Tremblay (Chair), Christina Smith and Blair Zaritsky, all of whom are independent within the meaning of NI 58-101.

During the year ended December 31, 2022, the CGN Committee held three meetings. The Charter of the CGN Committee is available on the Company’s website (www.taliskeresources.com) and on SEDAR (www.sedar.com) under the Company’s issuer profile and below is an outline of the responsibilities of the CGN Committee.

With respect to compensation matters, the CGN Committee’s responsibilities include:

reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of these goals and objectives and, either as a committee or together with other independent directors, determining and approving the CEO's compensation level based on this evaluation;
recommending to the Board NEO compensation, incentive-based plans, equity-based plans and policies relating to the determination and payment of bonuses;
In determining the long-term incentive component of the compensation of executive officers (including consultants who perform the services of an officer), considering:
the Company’s performance and relative shareholder return;
the value of similar incentive awards to executive officers at comparable companies; and
the awards given to the executive officers of the Company in past years; and
monitoring the administration of the Company’s executive officer incentive and other compensation related plans, including making recommendations to the Board regarding the number of options to be granted and the time or times when such options shall vest, and shall report to the Board on a regular basis regarding whether incentives and bonuses awarded or paid to the CEO and each of the other executive officers (including consultants who perform the services of an officer) have been awarded or paid in accordance with the applicable plans.

With respect to corporate governance, the CGN Committee's responsibilities include:

reviewing compensation disclosure in public documents, and producing the Committee's annual report on executive compensation for inclusion in the Company's information (proxy) circular, in accordance with applicable rules and regulations;
reviewing and reporting to the Board, on a regular basis, on the appropriateness of the current and future organizational structure of the Company and plans for the succession of the CEO and NEOs; and
having the sole authority to retain and terminate any firm engaged to assist in the evaluation of director, CEO or senior executive compensation and to retain outside counsel and any other advisors as the Committee may deem appropriate. The Committee has the sole authority to approve related fees and retention terms of any such firm and other advisors.

With respect to director nomination responsibilities, the CGN Committee's responsibilities include:

recommending suitable candidates for election or appointment as directors, specifying the criteria governing the overall composition of the Board and governing the desirable individual characteristics for directors, which form the basis of each recommendation;
maintaining an overview of the entire membership of the Board ensuring that qualifications required under any applicable laws are maintained and advising the Chair on the disposition of a tender of resignation which a director is expected to offer:
when such director does not meet the eligibility rules under the conflict of interest guidelines; or
when the credentials underlying the appointment of such director change;
reviewing annually the credentials of nominees for re-election to be named for re-election considering:
an evaluation of the effectiveness of the Board and the performance of each director;
the continuing validity of the credentials underlying the appointment of each director; and
continuing compliance with the eligibility rules under the conflict of interest guidelines;
whenever considered appropriate, directing the Chair and/or Lead Director, if any, to advise each candidate prior to the appointment of the credentials underlying the recommendation of the candidate's appointment;

recommending to the Board at the annual meeting of the Directors, the allocation of Board members to each of the Board committees and, where a vacancy occurs at any time in the membership of any Board committee, recommend to the Board a member to fill such vacancy;
having sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve fees and other terms of the retention;
having sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve fees and other terms of the retention; and
annually assessing the performance of the Board, its committees and Board members and making recommendations to the Board.

With respect to corporate governance oversight, the CGN Committee's responsibilities include:

monitoring on a continuing basis and, whenever considered appropriate, making recommendations to the Board concerning the corporate governance of the Company, including:
reviewing at least annually the corporate governance practices and recommending appropriate policies, practices and procedures;
reviewing at least annually the adequacy and effectiveness of the Board's governance policies and making appropriate recommendations for their improvement;
reviewing the corporate governance sections of the Company's management information circular distributed to shareholders, including the statement of corporate governance practices;
assessing shareholder proposals as necessary for inclusion in the Company's management information circular, and making appropriate recommendations to the Board;
implementing, as well as periodically reviewing, assessing and updating, the corporate disclosure and insider trading policy of the Company, including:
the appointment and monitoring of any disclosure committee established thereunder; and
periodically evaluating the effectiveness of the Company's disclosure controls and procedures, including but not limited to, assessing the adequacy of the controls and procedures in place;
establishing guidelines and parameters within which the Company and its subsidiaries shall be entitled to engage in related party transactions without specific prior approval of the CGN Committee;
implementing structures from time to time to ensure that the directors can function independently of management;
providing an appropriate orientation program for new directors and continuing education opportunities to existing directors so that individual directors can maintain and enhance their abilities and ensure that their knowledge of the business of the Company remains current, including arranging for the Board to receive regular and periodic updates on securities laws, regulations and corporate governance rules;
responding to requests by, and if appropriate, authorizing, individual directors to engage outside advisors at the expense of the Company;
implementing a process for assessing the effectiveness of the Board as a whole, the committees of the directors and individual directors based upon:
for directors and committee members, the mandate of the Board and charters of the appropriate committees, respectively; and
for individual directors, their respective position descriptions (if any) as well as the skills and competencies which directors are expected to bring to the Board;

overseeing and monitoring any litigation, claim, or regulatory investigation or proceeding involving the Company; and
developing an annual work plan that ensures that the CGN Committee carries out its responsibilities.

SHEA and Technical Committee

The SHEA and Technical Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to the operational performance and operating risks, including health and safety, environment and community relations of the Company. The Committee also provides oversight regarding those areas of the Company’s projects where technical understanding is required. The SHEA and Technical Committee is currently comprised of Brent Gilchrist, Terence Harbort and Eric Tremblay (Chair), two of whom are independent within the meaning of NI 58-101.

During the year ended December 31, 2022, the SHEA and Technical Committee held one formal meeting and a number of ad hoc meetings. The Charter of the SHEA and Technical Committee is available on the Company’s website (www.taliskeresources.com).

Assessments

Pursuant to the Board Mandate, the Board is responsible for assessing its own effectiveness in fulfilling the Board Mandate and evaluating the relevant disclosed relationships of each independent director. Further, the Chairman of the Board and the CGN Committee are tasked with ensuring: (i) that a process is in place by which the effectiveness of the Board and its committees (including size and composition) is assessed at least annually, and (ii) that a process is in place by which the contribution of individual directors to the effectiveness of the Board is assessed at least annually.

Gender Diversity in Executive Officer and Board Positions

The Company has not adopted a formal policy which specifies targets regarding the representation of women in executive officer positions and on the Board. The CGN Committee has not considered specific levels of representation of women on the Board in previous nominations (including a targeted number or percentage). While the Company believes that diversity, including gender diversity, is an important consideration in determining the makeup of its executive team and its Board, it is only one of a number of factors (which include merit, talent, experience, expertise, leadership capabilities, innovative thinking and strategic agility) that are considered in selecting the best candidates for executive officer and Board positions. As of June 2, 2023, the Company has one woman on its executive team (17%) and one women are represented on the Board (20%).

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

There was no indebtedness of any director or officer of the Company or of any proposed nominee for election as a director of the Company to, or guaranteed or supported by, the Company or any subsidiary thereof either pursuant to an employee stock purchase program or any other programs of the Company or a subsidiary or otherwise during the financial year of the Company ended December 31, 2022.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise set out herein, no director or officer of the Company or any proposed nominee for election as a director of the Company or any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

There were no material interests, direct or indirect, of directors and senior officers of the Company, nominees for director, who beneficially owns more than 10% of the outstanding shares of the Company, or any known associate or affiliate of such persons in any transaction since the commencement of the Company’s last completed financial year or in any proposed transaction which has materially affected or would materially affect the Company other than as disclosed elsewhere herein.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com . Further financial information is provided in the audited consolidated financial statements of the Company for the financial year ended December 31, 2022 and the related management’s discussion and analysis of results which have been filed on SEDAR. Shareholders may also contact Charlotte May, the Corporate Secretary of the Company, at [email protected] to request a copy of these documents.

The Company will provide any shareholder of the Company, without charge, upon request to the Corporate Secretary of the Company:

(a) one copy of the comparative audited consolidated financial statements of the Company for the financial year ended December 31, 2022, together with the report of the auditor thereon;
(b) one copy of the management’s discussion and analysis for the financial year ended December 31, 2022; and
(c) one copy of this Management Information Circular.

APPROVAL

The contents of this Management Information Circular and the sending thereof to the shareholders of the Company have been approved by the directors of the Company.

DATED at Toronto, Ontario this 2[nd] day of June, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Signed: “Morris Prychidny”

Morris Prychidny Chairman

SCHEDULE A BOARD MANDATE

1.0 MANDATE

The Board of Directors (or the " Board ") is responsible for the stewardship of the Company. The Board supervises the management of the business and affairs of the Company, with a goal of enhancing long-term shareholder value.

Specifically, the Board is charged with responsibility for:

(a) to the extent feasible, satisfying itself as to the integrity of the chief executive officer and other executive officers and that the chief executive officer and other executive officers create a culture of integrity throughout the Company;
(b) adopting a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;
(c) the identification of the principal risks of the Company’s business, and ensuring the implementation of appropriate systems to manage these risks;
(d) succession planning (including appointing, training and monitoring senior management);
(e) adopting a communication policy for the Company;
(f) the Company’s internal control and management information systems; and
(g) developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company.

2.0 MEMBERSHIP

The Board of Directors is elected by the shareholders of the Company to hold office for the ensuing year or until their successors are elected or appointed.

The Board may from time to time designate one of the members of the Board to be the Chair of the Board. The Chair of the Board should be an independent director. Where the Chair of the Board is not an independent director, the independent directors must designate one of their number to act as Lead Director.

3.0 BOARD COMMITTEES

To assist it in exercising its responsibilities, the Board established three standing committees of the Board: an audit committee, a compensation, governance and nominating committee, and a SHEA and technical committee. Each committee shall be composed of a majority of "independent" directors (as such term is defined in National Instrument 52110 – Audit Committees ) (" NI 52-110 "). The Board may establish other standing committees, from time to time.

Each committee shall have a written charter. At a minimum, each charter shall clearly establish the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the Board. Each charter shall be reviewed by the Board (or a committee thereof) on at least an annual basis.

The Board is responsible for appointing directors to each of its committees, in accordance with the written charter for each committee.

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4.0 EXPECTATIONS OF DIRECTORS

The Board expects that each director will, among other things:

(a) act honestly, in good faith and in the best interests of the Company;
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
(c) commit the time and energy necessary to properly carry out his or her duties;
(d) attend all Board and committee meetings, as applicable; and
(e) review in advance all meeting materials and otherwise adequately prepare for all Board and committee meetings, as applicable.

5.0 MEETINGS AND PARTICIPATION

The Board shall meet at least once per quarter, or more frequently as circumstances dictate. The Chair, the Lead Director or any two directors may call a meeting of the Board.

Meeting agendas will be prepared and provided in advance to directors, along with appropriate briefing materials. The agenda will be set by the Chair of the Board in consultation with the Lead Director (if any) and based on input from other directors of the Board and senior management.

No business may be transacted by the Board except at a meeting at which a quorum of the Board is present. A quorum for meetings of the Board is a majority of its directors. The Board may invite such officers, directors and employees of the Company as it may see fit from time to time to attend meetings of the Board and assist in the discussion of the Board.

The non-management directors shall meet from time to time without any member of management being present (including any director who is a member of management).

The Board shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be subsequently presented to the Board for review and approval.

6.0 DUTIES, POWERS, AND RESPONSIBILITIES

6.1 Supervising Management of the Company

The Board is responsible for:

(a) designating the offices of the Company, appointing such officers, specifying their duties and delegating to them the power to manage the day-to-day business and affairs of the Company;
(b) reviewing the officers’ performance and effectiveness; and
(c) acting in a supervisory role, such that any duties and powers not delegated to the officers of the Company remain with the Board and its committees.

6.2 Strategic Planning

The Board is responsible for adopting a strategic planning process for the Company. Such process shall include:

(a) the Board overseeing the Company’s strategic direction and major policy decisions generally;

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(b) the Board devoting at least a day-long meeting to strategic planning annually; and
(c) the Board discussing strategies and their implementation regularly at the Board meetings.

On at least an annual basis, the Board shall approve the Company’s strategic plan or an update to the Company’s long term strategic plan, which shall take into account, among other things, the opportunities and risks of the Company’s business. The Board shall review and approve the corporate financial goals, operating plans and actions of the Company, including significant capital allocations, expenditures and transactions that exceed thresholds set by the Board.

6.3 Risk Management

The Board is responsible for identifying the principal risks of the Company’s businesses and ensuring that those risks are effectively managed. Among other things, the Board shall review the Company’s risk management policies and procedures. The Board may delegate to the Audit Committee responsibility for reviewing the Company’s internal controls and risk management policies and procedures related to the finance and accounting aspects of the business.

The Board shall ensure that systems are in place to identify principal risks to the Company and its businesses and that appropriate procedures are in place to manage those risks and to address and comply with applicable regulatory, corporate, securities and other compliance matters. Specifically, the Board shall ensure that procedures are in place to comply with the law, the Company’s By-Laws, the Company’s Code of Business Conduct and Ethics, all exemption orders issued in respect of the Company by applicable securities regulatory authorities and all other significant Company policies and procedures.

6.4 Succession Planning

The Board is responsible for overseeing succession planning matters for officers and senior management, including the appointment, training and monitoring of such persons, and to assist them with certain of those responsibilities, the Board has established the Compensation, Governance and Nominating Committee (the “ CGN Committee ”).

The Board is also responsible for:

(a) generally ensuring depth in senior management;
(b) reviewing candidates for senior management positions;
(c) considering annually the organizational structure of the Company; and
(d) considering annually other succession planning matters.

6.5 Disclosure Policy

The Board is responsible for adopting a Disclosure Policy that ensures that the Company communicates effectively with its shareholders, other stakeholders, and the public in general. The Corporate Disclosure Policy shall:

(a) contain measures for the Company to comply with its continuous and timely disclosure requirements and to avoid selective disclosure;
(b) address how the Company interacts with analysts, investors, other key stakeholders and the public; and
(c) address who reviews and approves major Company announcements.

The Company shall maintain an investor relations group contact with the responsibility of maintaining communications with the investing public in accordance with the Corporate Disclosure Policy. The Audit Committee shall review the Corporate Disclosure Policy at least annually.

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6.6 Internal Controls

The Board is responsible for ensuring the integrity of the Company’s internal control and management information systems. The Board may delegate its responsibilities relating to the Company’s internal control and management information systems to the Audit Committee.

6.7 Corporate Governance

The Board is responsible for developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company. The Board shall monitor and evaluate the effectiveness of the system of corporate governance at the Company, including the information requirements for the Board, the frequency and content of meetings and the need for any special meetings, communication processes between the Board and management, the charters of the Board and its committees and policies governing size and compensation of the Board.

6.8 Measures for Receiving Feedback from Security Holders

The Board shall establish procedures to ensure that the Company, through management, provides timely information to current and potential security holders and responds to their inquiries. The purpose of these procedures will be to ensure that every security holder inquiry receives a prompt response from an appropriate spokesperson in accordance with the Company’s Corporate Disclosure Policy. The Board (or a committee thereof) shall ensure that designated persons under the Corporate Disclosure Policy are available to meet regularly with financial analysts and institutional investors.

6.9 Orientation and Continuing Education

The Board is responsible for:

(a) ensuring that all new directors receive a comprehensive orientation, so that they fully understand:
(i) the role of the Board and its committees, as well as the contribution individual directors are expected to make (including, in particular, the commitment of time and energy that the Company expects from its directors); and
(ii) the nature and operation of the Company’s business; and
(b) providing continuing education opportunities for all directors, so that they may:
(i) maintain or enhance their skills and abilities as directors; and
(ii) ensure that their knowledge and understanding of the Company’s business remains current.

6.10 Code of Business Conduct and Ethics

The Board is responsible for adopting a written code of business conduct and ethics (the " Code "), applicable to directors, officers and employees of the Company. The Code shall constitute written standards that are reasonably designed to promote integrity and deter wrongdoing and shall address the following issues:

(a) conflicts of interest, including transactions and agreements in respect of which a director or executive officer has a material interest;
(b) protection and proper use of corporate assets and opportunities;
(c) confidentiality of corporate information;
(d) fair dealing with the Company’s security holders, customers, suppliers, competitors and employees;

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(e) compliance with laws, rules and regulations; and
(f) reporting of any illegal or unethical behaviour.

The Board is responsible for monitoring compliance with the Code. Any waivers from the Code that are granted for the benefit of the Company’s directors or executive officers shall be granted by the Board (or a Board committee) only.

6.11 Nomination of Directors

The Board is responsible for nominating or appointing individuals as directors. Prior to nominating or appointing individuals as directors, the Board shall:

(a) consider what competencies and skills the Board, as a whole, should possess;
(b) assess what competencies and skills each existing director possesses (including the personality and other qualities of each director); and
(c) consider the appropriate size of the Board, with a view to facilitating effective decision-making.

6.12 Compensation Matters

The Board is responsible for overseeing compensation matters (including compensation of officers and other senior management personnel, approving the Company’s annual compensation budget and reviewing and approving matters related to the Company’s long term incentive plans) and to assist it with these responsibilities, the Board has established the CGN Committee.

More specifically, the Board is responsible for approving:

(a) the CEO’s compensation level, after consideration of the evaluation conducted by and the recommendations of the CGN Committee; and
(b) non-CEO officer and director compensation, incentive-compensation plans and equity-based plans, after consideration of the recommendations of the CGN Committee.

6.13 Regular Board Assessments

The Board is responsible for regularly and at least annually assessing its own effectiveness and contribution, as well as the effectiveness and contribution of each Board committee and each individual director. Such assessments should consider:

(a) in the case of the Board, this Mandate;
(b) in the case of a Board committee, the committee’s charter; and
(c) in the case of an individual director, the applicable position description(s), as well as the competencies and skills each individual director is expected to bring to the Board.

6.14 Outside Advisors

The Board is responsible for implementing a system which enables an individual director, the Board or a committee to engage an external advisor at the expense of the Company in appropriate circumstances. Unless otherwise provided in a committee charter, the engagement of the external advisor shall be subject to the approval of the Board.

Approved and adopted by the Board of Directors on October 28, 2020.

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SCHEDULE B STOCK OPTION PLAN

1. Purpose

The purpose of the Plan is to advance the interests of Talisker Resources Ltd. (the “ Corporation ”) by: (a) increasing the proprietary interests of Participants in the Corporation; (b) aligning the interests of Participants with the interests of the shareholders of the Corporation generally, (c) encouraging Optionees to remain associated with the Corporation, and (d) furnishing Optionees with an additional incentive in their efforts on behalf of the Corporation.

2. Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) “ affiliate ” means only those corporations with which the Corporation deals at non-arm's length, within the meaning of the Income Tax Act (Canada);
(b) “ associate ” when used to indicate a relationship with any person or company, is as defined in the Securities Act;
(c) “ Blackout Period ” means a period during which the Corporation prohibits Optionees from exercising their Option;
(d) “ Board ” means the board of directors of the Corporation;
(e) “ Corporation ” means Talisker Resources Ltd., its subsidiaries and affiliates, and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of the Board or a duly empowered committee appointed by the Board;
(f) “ Exchange ” means the Toronto Stock Exchange or any other stock exchange on which the Shares are listed;
(g) “ Incentive Plans ” means this Plan and any other option or share based compensation plan of the Corporation;
(h) “ Incentive Securities ” means any options, right or other incentive securities issued and outstanding under any of the Incentive Plans (including, for greater certainty, any Options issued and outstanding under this Plan);
(i) “ Insider ” of the Corporation means a “ reporting insider ” of the Corporation that is subject to insider reporting requirements pursuant to National Instrument 55-104 – Insider Reporting Requirements and Exemptions , as amended from time to time, and any associate or affiliate of such reporting insider;
(j) “ Market Price ” means the closing price of the Shares on the Exchange on the trading before the date of grant of the Option;
(k) “ Option ” means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Shares from treasury at a price determined by the Board;
(l) “ Option Period ” means the period determined by the Board during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is 10 years from the date the Option is granted;

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(m) “ Optionee ” means a person who is a director, officer, employee, consultant or other personnel of the Corporation, a subsidiary or an affiliate of the Corporation who is granted an Option pursuant to this Plan;
(n) “ Participant ” means each director, officer, employee, consultant or other personnel of the Corporation, a subsidiary or an affiliate of the Corporation to whom Options may be granted under this Plan;
(o) “ Plan ” shall mean the Corporation's incentive stock option plan as embodied herein and as from time to time amended;
(p) “ Securities Act ” means the Securities Act (Ontario), as amended from time to time;
(q) “ Shares ” means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified.
(r) “ Stock Exchange Rules ” means the applicable rules of any stock exchange upon the Shares are listed, as amended;

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa , where the context or the parties so require.

3. Administration

The Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board shall be binding and conclusive upon the Corporation. Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of the Plan to a special committee of directors appointed from time to time by the Board, in which case all references herein to the Board shall be deemed to refer to such committee.

4. Eligibility

The Board may at any time and from time to time designate those Participants who are to be granted an Option pursuant to the Plan and grant an Option to such Participants. The Board will make the final determination as to who is eligible to be granted Options under the Plan. Subject to applicable Stock Exchange Rules, the Board is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board. For Options granted to employees, consultants or management company employees, the Corporation represents that the Optionee is a bona fide employee, consultant or management company employee, as the case may be.

5. Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuing as a director, officer, employee or consultant of the Corporation or any subsidiary or affiliate of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director, officer, or consultant of the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer, full-time employee or consultant of the Corporation or any of its subsidiaries or affiliates.

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No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Shares issuable on exercise of an Option until such Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6. Shares Subject to Incentive Securities

The number of authorized but unissued Shares that may be issued upon the exercise or redemption, as applicable, of Incentive Securities issued by the Corporation pursuant to the Incentive Plans shall not exceed, in the aggregate, 10% of the issued and outstanding Shares, all of which may be granted under this Plan. The aggregate number of Shares (a) issued to Insiders within any 12 month period, and (b) issuable to Insiders, at any time, pursuant to Incentive Plans, shall not exceed 10% of the issued and outstanding Shares, respectively.

Subject to applicable Stock Exchange Rules, the aggregate number of Shares reserved for issuance to any one Optionee (which shall include any associates of such Optionee), as applicable, under Incentive Securities granted in any 12 month period shall not exceed 5% of the issued and outstanding Shares determined at the date of grant.

Appropriate adjustments shall be made as set forth in Section 15 hereof, in both the number of Shares covered by individual grants and the total number of Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation as approved by the shareholders of the Corporation and the Exchange.

7. Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Shares subject to the Option, the exercise price and any other terms and conditions approved by the Board, all in accordance with the provisions of this Plan (herein referred to as the “ Stock Option Agreement ”), in the form approved or authorized by the Board from time to time, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

8. Option Period and Exercise Price

Subject to any earlier termination as provided in Sections 10, 12 and 16 hereof, each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the “ Expiry Date ”). Notwithstanding the above, if the Expiry Date for any Option falls within a “ Blackout Period ” or within 10 trading days from the expiration of a Blackout Period (such Options to be referred to as “ Restricted Options ”), the Expiry Date of such Restricted Options shall be automatically extended to the date that is the 10th trading day following the end of the Blackout Period, such 10th trading day to be considered the Expiry Date for such Restricted Options for all purposes under the Plan.

Subject to applicable Stock Exchange Rules and any limitations imposed by any relevant regulatory authority, the Board will establish the exercise price at the time each Option is granted and allocated to Participants under Section 4 of this Plan. Such exercise price shall be the Market Price.

If and whenever the Corporation declares a dividend on the Shares, the Board will have the right to adjust the exercise price of the Options held by Optionees in accordance with applicable Stock Exchange Rules.

9. Exercise of Options

(a) An Optionee shall be entitled to exercise an Option granted to him or her at any time prior to the expiry of the Option Period, subject to Sections 10, 12 and 16 hereof and to vesting limitations which may be imposed by the Board at the time such Option is granted. Subject to applicable Stock Exchange Rules, the Board may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

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The exercise of any Option will be conditional upon receipt by the Corporation at its head office (or the address provided for in the Stock Option Agreement) of a written notice of exercise specifying the number of Shares in respect of which the Option is being exercised, accompanied by cash payment, cheque or bank draft for the full purchase price of such Shares with respect to which the Option is being exercised.

(b) Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of applicable securities law, including, applicable securities legislation and the requirements of the Exchange.

The certificates representing any Shares issued to a grantee whom the Corporation reasonably believes is located in the United States or is a “ U.S. person ” (as defined in Rule 902 of Regulation S under the 1933 Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. person, and any partnership or corporation organized or incorporated under the laws of the United States) shall, until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, bear a legend in the applicable form regarding the resale or transferability of such securities.

At the option of the Corporation, a stop-transfer order against the Shares issued pursuant to the Plan may be placed on the shareholder register and records of the Corporation, and a legend indicating that the Shares issued under the Plan may be pledged, sold or otherwise transferred only: (i) to the Corporation; (ii) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act; or (iii) pursuant to another exemption from registration under the 1933 Act and in compliance with any applicable state securities laws of the United States. Additionally, in the case of proposed transfers under clause (iii), i.e., sales pursuant to another exemption, the Optionee must furnish to the Corporation an opinion of counsel for the Corporation or of other counsel of recognized standing or other evidence reasonably satisfactory to the Corporation to the effect that the proposed transfer may be made without registration under the 1933 Act and any applicable state securities laws. The Corporation has no obligation to register the Shares issued pursuant to the exercise of an Option under the Plan under the 1933 Act.

10. Ceasing to be a Director, Officer, Employee or Consultant

Subject to Section 5, if an Optionee ceases to be a director, officer, employee or consultant of the Corporation, or any of its subsidiaries or affiliates for any reason other than death, the Optionee may: (i) within 90 days following the date the Optionee ceases to be a director, officer, employee or consultant; or (ii) prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation. For greater certainty, any Optionee who is deemed to be an employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an employee for the purposes of the Plan.

11. Tax Withholdings

The Corporation or any affiliate may withhold from any amount payable to an Optionee (whether in Shares or cash or other property), either under the Plan, or otherwise, such amount as may be necessary so as to ensure that the Corporation or affiliate will be able to comply with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of an Optionee. For greater certainty, the Corporation or any affiliate shall have the right, in its discretion, to satisfy any such liability for withholding or other required deduction amounts by: (i) making additional withholdings on cash remuneration paid to the Optionee in the calendar year as that containing the exercise of an Option; (ii) retaining any Shares or any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee hereunder; and/or (iii) requiring an Optionee, as a condition to the exercise of an Option, to pay or reimburse the Corporation or affiliate for any such withholding or other required deduction amounts related to the exercise of Options.

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12. Death of Optionee

In the event of the death of an Optionee, the Options previously granted to him or her shall be exercisable within one year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution, or by the Optionee's legal personal representative.

13. Optionee's Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of the Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

14. Takeover or Change of Control

The Corporation shall have the power, in the event of:

(a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or
(b) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

15. Anti-Dilution of the Option

In the event of:

(a) any subdivision, redivision or change of the Shares at any time during the term of the Option into a greater number of Shares, including by way of dividend, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;
(b) any consolidation or change of the Shares at any time during the term of the Option into a lesser number of Shares, the number of Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;
(c) any rights offering of Shares, the number of Shares subject to this Plan, the number of Shares available under Options granted and the exercise price allocated to Options shall be adjusted, in such manner and by such procedure deemed appropriate by the Board, subject to applicable law and Stock Exchange Rules to reflect adjustments in the number of Shares arising as a result of such rights offering;
(d) any reclassification of the Shares at any time outstanding or change of the Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a

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reclassification of the outstanding Shares or a change of the Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Shares to which he or she was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

16. United States Matters

(a) Each Option granted under the Plan to a person who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a “ U.S. Optionee ”) will be designated in the Stock Option Agreement as either a non-qualified stock option or an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the “ Code ”), provided that such Option complies with the following provisions. If not designated in the Stock Option Agreement, the Option shall be an incentive stock option. Any Option not otherwise complying with the requirements of Section 422 of the Code, regardless of its designation, shall be a non-qualified option; provided that no provisions of the Plan, as it may be applied to a U.S. Optionee who has been granted an incentive stock option within the meaning of Section 422 of the Code (an “ ISO ” or “ ISOs ”), shall be construed so as to be inconsistent with any provision of Section 422 of the Code. Notwithstanding anything in the Plan contained to the contrary, the following provisions shall apply to each U.S. Optionee who will be granted ISOs:
(i) ISOs shall only be granted to U.S. Optionees who are, at the time of grant, officers, key employees or employee-directors of the Corporation or any subsidiary of the Corporation;
(ii) the aggregate fair market value (determined as of the time the ISO is granted) of the Shares exercisable for the first time by a U.S. Optionee during any calendar year under the Plan and all other stock option plans, within the meaning of Section 422 of the Code, of the Corporation or any subsidiary shall not exceed U.S. $100,000;
(iii) notwithstanding Section 8 hereof, the exercise price per Share subject to an ISO granted to a U.S. Optionee shall be not less than the fair market value of such underlying Share at the time the ISO is granted, as determined in good faith by the Board at such time in accordance with applicable regulations under Section 422 of the Code;
(iv) if any U.S. Optionee to whom an ISO is to be granted under the Plan at the time of the grant of such ISO is the owner of shares possessing more than 10% of the total combined voting power of all classes of shares of the Corporation, then the following special provisions shall be applicable to the option granted to such individual:
- A. the exercise price per Share subject to such ISO shall not be less than 110% of the fair market value of one Share at the time of grant; and
- B. for the purposes of this Section 16 only the ISO exercise period shall not exceed 10 years from the date of grant;
(v) no ISO may be granted hereunder to a U.S. Optionee following the expiry of 10 years after the date on which the Plan is adopted by the Board or the date the Plan is approved by the shareholders of the Corporation, whichever is earlier;

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(vi) no ISO granted to a U.S. Optionee under the Plan shall be exercisable unless and until the Plan shall have been approved in accordance with applicable regulations under Section 422 of the Code by the shareholders of the Corporation within 12 months (before or after) the unconditional adoption of the Plan by the Board;
(vii) no ISO by its terms shall be exercisable after the expiration of 10 years from the date such ISO is granted under the Plan;
(viii) notwithstanding Section 13 hereof, no right or interest of any U.S. Optionee in an ISO is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, and such ISO is exercisable during the lifetime of the U.S. Optionee only by such U.S. Optionee;
(ix) if a U.S. Optionee exercises an ISO more than three months following the date such U.S. Optionee ceased to be an employee of the Corporation or any subsidiary of the Corporation, such ISO shall be treated as a non-qualified option; and
(x) by accepting a grant of an ISO, a U.S. Optionee agrees to notify the Corporation in writing immediately after the date that such U.S. Optionee makes a "disqualifying disposition," within the meaning of Section 421(b) of the Code and applicable regulations thereunder of any Shares acquired pursuant to the exercise of such ISO.
(b) At the discretion of the Board, Optionees may satisfy withholding obligations as provided in this Section 16(b). When an Optionee incurs tax liability in connection with an Option, which tax liability is subject to tax withholding under applicable tax laws (including, without limitation, income and payroll withholding taxes), and Optionee is obligated to pay the Corporation an amount required to be withheld under applicable tax laws, Optionee may satisfy the tax withholding obligation by one or some combination of the following methods: (i) by cash payment, (ii) out of Optionee's current compensation, (iii) if permitted by the Board, in its discretion, by surrendering to the Corporation, Shares that (A) have been owned by Optionee for more than six months on the date of surrender or such other period as may be required to avoid a charge to the Corporation's earnings, and (B) have a fair market value on the date of surrender equal to (or less than, if other consideration is paid to the Corporation to satisfy the withholding obligation) Optionee's marginal tax rate times the ordinary income recognized, plus an amount equal to the Optionee's share of any applicable payroll withholding taxes, or (iv) if permitted by the Board, in its discretion, by electing to have the Corporation withhold from the Shares to be issued upon exercise of the Option, if any, that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “ Tax Date ”). In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Corporation or result in the recognition of compensation expense (or additional compensation expense) for financial reporting purposes.
(c) Notwithstanding Section 8 hereof, the exercise price per Share under each non-qualified stock option granted to a U.S. Optionee pursuant to the Plan shall never be less than 100% of the fair market value of such underlying Share on the date of grant of such Option, as determined by the Board in good faith in accordance with Code Section 409A and applicable regulations thereunder.

17. Costs

The Corporation shall pay all costs of administering the Plan.

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18. Termination and Amendment

(a) Subject to the shareholder and regulatory approvals set forth in this Section 18, the Board may, from time to time, amend or revise the terms of the Plan or may discontinue the Plan at any time provided however that no such right may, without the consent of the Optionee, in any manner adversely affect his rights under any Option theretofore granted under the Plan.
(b) The Board has the discretion to make amendments to this Plan which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation:
(i) minor changes of a "housekeeping nature";
(ii) amending Options under the Plan, including with respect to the Option Period (provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted and that such Option is not held by an Insider), vesting period, exercise method and frequency, subscription price (provided that such Option is not held by an Insider) and method of determining the subscription price, assignability and effect of termination of an Optionee’s employment or cessation of the Optionee’s directorship;
(iii) changing the class of Participants eligible to participate under this Plan;
(iv) accelerating vesting or extending the expiration date of any Option (provided that such Option is not held by an Insider), provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted;
(v) changing the terms and conditions of any financial assistance which may be provided by the Corporation to Optionees to facilitate the purchase of Shares under this Plan; and
(vi) adding a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying Shares from this Plan reserve.
(c) Shareholder approval will be required in the case of:
(i) any amendment to the amendment provisions of this Plan;
(ii) any increase in the maximum number of Shares issuable under this Plan; and
(iii) any reduction in the exercise price or extension of the Option Period benefiting an Optionee, in addition to such other matters that may require shareholder approval under the rules and policies of the Exchange.
(d) The Board has the authority to make the following amendments to this Plan, without requiring shareholder approval:
(i) amendments of a “housekeeping” nature;
(ii) a change to the vesting provisions of Options granted pursuant to this Plan; and
(iii) a change to the termination provisions of options granted under the Plan which does not entail an extension beyond the original expiry date.
(e) All other amendment to this Plan or Options granted pursuant to this Plan will require the approval of the Corporation’s shareholders.

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19. Applicable Law

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

20. Prior Plans

On the effective date (as set out in Section 21 hereof), subject to Exchange and shareholder approval, if required:

(a) the Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and
(b) all outstanding options shall be deemed to be granted pursuant to this Plan.

21. Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be the date of all necessary shareholder and regulatory approvals.

Effective: April 26, 2019

Amended by the Board: October 9, 2020 and June 1, 2023

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SCHEDULE C RSU PLAN

Section 1 Purpose of the RSU Plan

The purpose of this RSU Plan is to advance the interests of the Corporation and its Subsidiaries by: (i) assisting the Corporation and its Subsidiaries in attracting and retaining executive officers and key employees with experience and ability; (ii) allowing certain executive officers, key employees and Consultants of the Corporation and its Subsidiaries to participate in the long-term success of the Corporation; and (iii) promoting a greater alignment of interests between the executive officers and key employees designated under this RSU Plan and the Shareholders.

Section 2 Definitions; Construction and Interpretation

2.1 Definitions

For purposes of this RSU Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the words and terms contained in this Section 2.1 with the initial letter or letters thereof capitalized shall have the following meanings:

(a) " Benefits Extension Period " means any additional period of time allocated to a terminated Participant, as the case may be, during which certain benefits of employment are contractually maintained.
(b) " Board " means the board of directors of the Corporation.
(c) " Change of Control " means the occurrence of any one or more of the following events: (i) the Corporation is not the surviving entity in a merger, amalgamation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Corporation); (ii) the Corporation sells all or substantially all of its assets to any other Person (other than a whollyowned subsidiary of the Corporation); (iii) the Corporation is to be dissolved and liquidated; (iv) any Person or group of Persons, acting jointly or in concert acquires or gains ownership or control (including, without limitation, the power to vote) more than 30% of the Corporation's outstanding voting securities; or (v) as a result of or in connection with (A) the contested election of directors or (B) a transaction referred to above whereby the Persons who were directors of the Corporation before such election or transaction shall cease to constitute a majority of the Board.
(d) " Committee " means the Directors or, if the Directors so determine in accordance with Section 3.1, the committee of the Directors authorized to oversee this RSU Plan which includes any compensation committee of the Board.
(e) " Common Share " means a common share in the capital of the Corporation as presently constituted, as adjusted in accordance with Section 9.
(f) " Consultant " means a Person that (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an affiliate of the Corporation, (ii) provides the services under a written contract between the Corporation or the affiliate such the Person, (iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an affiliate of the Corporation, and (iv) has a relationship with the Corporation or an affiliate of the Corporation that enables such Person to be knowledgeable about the business and affairs of the Corporation.
(g) " Corporation " means Talisker Resources Ltd., a corporation existing under the Business Corporations Act (Ontario), or a successor thereto.
(h) " Directors " means the members of the Board from time to time.

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(i) " Grant Date " means the effective date that an RSU is awarded to a Participant under this RSU Plan, as evidenced by an " RSU Award Agreement ".
(j) " Long-Term Disability " means a total permanent disability for a continuous period of more than four months.
(k) " Market Value " means, on any date, the volume weighted average price of the Common Shares traded on the TSX for the five consecutive trading days prior to such date or, if the Common Shares are not then listed on the TSX, on such other stock exchange as determined for that purpose by the Committee in its discretion.
"
(l) NI 45-106 " means National Instrument 45-106 – Prospectus Exemptions .
(m) " Participant " means a Consultant or employee of the Corporation and/or a Subsidiary who has been granted RSUs under this RSU Plan which have not all been cancelled or redeemed.
(n) " Participation Agreement " means the participation agreement to be delivered by each Participant, in the form attached to this RSU Plan as Schedule "A".
(o) " Retirement " means, in respect of any Participant, such Participant attaining the Retirement Age.
(p) " Retirement Age " means 65 years of age, or as otherwise stipulated from time to time in the Corporation's retirement policy (as such policy may be established or revised from time to time at the discretion of Corporation and subject to applicable laws), or as otherwise determined by the Committee.
(q) " RSU Plan " means this Restricted Share Unit Plan of the Corporation as set out herein, as it may be amended and varied from time to time.
(r) " RSU " means a notional unit credited to a Participant's account in accordance with the terms and conditions of this RSU Plan.
(s) " RSU Account " means the account maintained by the Corporation for each Participant participating in this RSU Plan to be credited with notional grants of RSUs from time to time.
(t) " RSU Award Agreement " means an award agreement evidencing an award of RSUs, in the form attached to this RSU Plan as Appendix “B”
(u) " Security Based Compensation Arrangements " means the RSU Plan and the Corporation's stock option plan in effect from time to time and any other security based compensation arrangement (as defined in the TSX Company Manual) implemented by the Corporation involving the issuance or potential issuance of Shares.
(v) " Settlement Date " means the day on which the Corporation pays to a Participant the Market Value of the RSUs that have become vested and payable.
(w) “ TSX ” means the Toronto Stock Exchange.
(x) " Person " shall mean, unless the context otherwise requires or unless and to the extent otherwise limited or required by applicable law or rules of the TSX, any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.
(y) " Subsidiaries " means the subsidiaries of the Corporation from time to time, and " Subsidiary " means any one of them.

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2.2 Construction and Interpretation

(a) Headings . The headings of all Articles, Sections and Paragraphs in this RSU Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this RSU Plan. References to "Article", "Section" or "Paragraph" in this RSU Plan refer to an Article, Section or Paragraph in this RSU Plan unless expressly stated otherwise.
(b) Context and Construction. Whenever the singular or masculine are used in this RSU Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.
(c) References to this RSU Plan. The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this RSU Plan as a whole and not to any particular Article, Section, Paragraph or other part hereof. In this RSU Plan, "including" and "includes" means including or includes, as the case may be, without limitation.
(d) Discretion. Whenever the Committee has discretion to administer this RSU Plan, the term "discretion" means the sole and absolute discretion of the Committee.
(e) Unenforceability. If any Article, Section, Paragraph or provision of this RSU Plan is determined to be void or unenforceable (in whole or in part), then such determination shall not affect the validity or enforceability of any other Article, Section, Paragraph or provision of this RSU Plan.
(f) Canadian Funds. Unless otherwise specifically provided, all references to dollar amounts in this RSU Plan are references to lawful money of Canada.

Section 3 Administration of this RSU Plan

3.1 Delegation to Committee

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by a resolution of the Board, be exercised by a committee of the Board comprised of not less than three Directors, including any compensation committee of the Board.

3.2 Administration of this RSU Plan

(a) This RSU Plan shall be administered by the Committee, provided, however, that the Committee shall be entitled to delegate administrative duties relating to this RSU Plan to a third-party administrator as may from time to time be appointed by the Committee.
(b) The Committee shall have full authority to administer this RSU Plan, including the authority to interpret and construe any provision of this RSU Plan and to adopt, amend and rescind such rules and regulations for administering this RSU Plan as the Committee may deem necessary or appropriate in order to comply with the requirements of this RSU Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation.
(c) No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this RSU Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made.
(d) The appropriate officers of the Corporation are hereby authorized and empowered to do all things, and to execute and deliver all instruments, undertakings, applications and writings as they, in their absolute discretion, consider necessary or appropriate for the implementation of this RSU Plan and of the rules and regulations established for administering this RSU Plan.

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(e) All costs incurred in connection with this RSU Plan shall be for the account of the Corporation.

3.3 Maximum Number of Shares

(a) The maximum number of Common Shares made available for issuance from treasury under this RSU Plan shall not exceed 10% of the number of Common Shares then issued and outstanding, provided, however, the number of Common Shares reserved for issuance from treasury under this RSU Plan and pursuant to all other Security Based Compensation Arrangements shall, in the aggregate, not exceed 10% of the number of Common Shares then issued and outstanding. Any Common Shares subject to an RSU which has been cancelled or terminated in accordance with the terms of this RSU Plan without settlement will again be available under this RSU Plan. The number of Common Shares reserved for issuance from treasury under this RSU Plan may be amended subject to any required regulatory approvals and the approval of the disinterested holders of Common Shares by way of ordinary resolution at a meeting of the holders of Common Shares.
(b) The grant of RSUs under this RSU Plan is subject to a certain restrictions including the following: (i) within any 12 month period, the Corporation shall not issue to any one Person (and companies whollyowned by that Person) under this RSU Plan and all other Security Based Compensation Arrangements, in the aggregate, a number of Common Shares exceeding 5% of the issued and outstanding Common Shares, calculated on a non-diluted basis as at the date the RSU (or other award) is granted to the Person; and (ii) the aggregate number of Common Shares (A) issued to Participants who are also “insiders” of the Corporation within any 12 month period, and (B) issuable to Participants who are also “insiders” of the Corporation, at any time, pursuant to this RSU Plan and all other Security Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Common Shares, respectively.
(c) An RSU award granted to a Participant for services rendered will entitle the Participant, subject to the Participant's satisfaction of any conditions, vesting periods, restrictions or limitations imposed pursuant to this RSU Plan or as set out in an agreement (the " Participation Agreement "), to receive payment following the applicable Settlement Date in accordance with Section 8(e) of this RSU Plan.

Section 4 Eligibility

(a) The Committee designates, upon recommendation from the President and/or Chief Executive Officer, from time to time and at his/her/their sole discretion, the executives, key employees and Consultants of the Corporation and/or a Subsidiary who are entitled to participate in this RSU Plan.
(b) The participation of an executive officers and/or key employee or Consultant in this RSU Plan shall be evidenced by the delivery to the Corporation of an agreement (the " Participation Agreement ").
(c) Each Participant's Participant Agreement shall specify, for purposes of Section 8(e), the elected form of payment to be received for each vested RSU, being either: (i) one Common Share, (ii) a lump sum payment in cash equal to the Market Value of one Common Share on the Settlement Date, or (iii) any combination of the foregoing. A Participant may only update their election by delivering a new Participation Agreement to the Corporation (which, for greater certainty, shall supersede any previously delivered Participation Agreement) during a period that such Participant is not subject to a blackout period imposed by the Corporation applicable to a Participant, during which specified individuals, including "insiders" of the Corporation, may not trade in the securities of the Corporation (including, for greater certainty, any period during which specified individuals are restricted from trading because they possess material non-public information).

Section 5 Grant of Restricted Share Units

(a) The Committee will periodically, in its sole discretion, make determinations on RSU grants, including the number of RSUs to be granted to a Participant, and the vesting conditions applicable to such RSUs, including time and performance vesting conditions (as applicable).

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(b) The Corporation shall, within a reasonable period of time, notify each Participant in writing, by way of an RSU Award Agreement, of the number of RSUs granted to him/her and the vesting conditions applicable to such RSUs, including time and performance vesting conditions (as applicable).

Section 6 Credits for Dividends

(a) Whenever cash or other dividends are paid on Common Shares, additional RSUs will be automatically granted to each Participant who holds RSUs on the record date for such dividends. The number of such RSUs (rounded to the nearest whole RSU) to be credited to such Participant as of the date on which the dividend is paid on the Common Shares shall be an amount equal to the quotient obtained when (i) the aggregate value of the cash or other dividends that would have been paid to such Participant if the Participant's RSUs as of the record date for the dividend had been Common Shares, is divided by (ii) the Market Value of the Common Shares as of the date on which the dividend is paid on the Common Shares. RSUs granted to a Participant under this Section 6(a) shall be subject to the same vesting conditions (time and performance (as applicable)) as the RSUs to which they relate.
(b) Notwithstanding Section 6(a), nothing in this RSU Plan shall permit the Corporation to grant RSUs in excess of the maximum number of Common Shares reserved for issuance from treasury under this RSU Plan, as set out in Section 3.3(a).

Section 7 Termination of Employment

Unless otherwise determined by the Board, the following provisions shall apply in the event that a Participant ceases to be employed by the Corporation or a Subsidiary:

(a) Termination for Cause and Voluntary Resignation. If a Participant ceases to be an employee as a result of (I) termination for cause, then effective as of the date notice is given to the Participant of such termination all outstanding RSUs shall be terminated, or (II) a voluntary termination then, subject to the discretion of the Committee, effective as of the date on which the Corporation or the Subsidiary receives communication of such voluntary resignation, all outstanding RSUs shall be terminated.
(b) Death, Termination not for Cause, Retirement or Long Term Disability. If a Participant ceases to be an employee of the Corporation or a Subsidiary as a result of death, termination not for cause, Retirement or Long-Term Disability, then the vesting of RSUs shall be subject to the following:
(i) For Each Outstanding RSUs Granted – Time Vesting Component:
- (A) in the event the Participant is not entitled to a Benefits Extension Period, then the time vesting component of each RSU grant will be pro-rated based on the number of days actually worked from the Grant Date of such RSUs until the date of death, termination not for cause, Retirement or Long-Term Disability, over the number of days in the original vesting schedule in relation to such RSU grant; or
- (B) in the event the Participant is entitled to a Benefits Extension Period, then the time vesting component of each RSU grant will be pro-rated based on the sum of (I) the number of days actually worked from the Grant Date up until the date of death, termination not for cause, Retirement or Long-Term Disability, and (II) the number of days included in the Benefits Extension Period, over the number of days in the original vesting schedule in relation to such grant; and
(ii) For Each Outstanding RSUs Granted – Performance Vesting Component:
- (A) in the event the Participant is not entitled to a Benefits Extension Period, then the performance vesting component of each RSU grant will be pro-rated based on the number of days actually worked from the Grant Date of such RSUs until the date of death, termination not for cause, Retirement or Long-Term Disability, over the

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number of days in the original vesting schedule in relation to such grant; the number of vested RSUs resulting from such pro-rated calculation will be multiplied by the performance percentage determined by the Committee.

(B) in the event the Participant is entitled to a Benefits Extension Period, then the performance vesting component of each RSU grant will be pro-rated based on the sum of (I) the number of days actually worked from the Grant Date up until the date of death, termination not for cause, Retirement or LongTerm Disability, and (II) the number of days included in the Benefits Extension Period, over the number of days of the original vesting schedule set forth in relation to such grant; and

For greater certainty, a voluntary resignation will be considered as Retirement if the Participant has reached 65 years of age, or as otherwise stipulated from time to time in the Corporation's retirement policy (as such policy may be established or revised from time to time at the discretion of Corporation and subject to applicable laws), or as otherwise determined by the Committee.

Section 8 Vesting and Settlement of Restricted Share Units

(a) Subject to the discretion of the Committee, RSUs will vest in their entirety over three years from the Grant Date (one-third on each of the first, second and third anniversary of the Grant Date).
(b) The RSUs may vest according to time and/or performance vesting conditions. The RSUs that are subject to the time vesting condition shall be deemed to have been 100% satisfied if the Participant is employed by the Corporation and/or a Subsidiary on the date specified in the applicable RSU Award Agreement. The RSUs that are subject to the performance vesting condition(s) (as applicable) shall also vest on the date specified in the applicable RSU Award Agreement, provided that such number of vested RSUs shall be multiplied by the performance percentage determined by the Committee, all in accordance with the applicable RSU Award Agreement.
(c) However, the Committee may, in its entire discretion, accelerate the terms of vesting of any RSUs in circumstances deemed appropriate by the Committee.
(d) Upon a Change of Control, all outstanding RSUs shall vest, irrespective of any time or performance vesting conditions.
(e) Within 10 days from the date on which RSUs vest to the Participant (or his or her succession), the Participant (or his or her succession) shall be entitled to receive, subject to Section 8(f), and the Corporation shall issue or pay, a payout with respect to the vested RSUs in the Participant's RSU Account in one of the following forms, in accordance with the election in such Participant's Participation Agreement:
(i) Common Shares issued from treasury equal in number to the vested RSUs in the Participant's RSU Account on the Settlement Date;
(ii) a lump sum payment in cash equal to the number of vested RSUs recorded in the Participant's RSU Account multiplied by the Market Value of a Common Share on the Settlement Date; or
(iii) any combination of the foregoing,

in each case, less any applicable withholding taxes and other deductions required by law to be withheld by the Corporation in connection with the satisfaction of the Participant's RSUs.

(f) Notwithstanding the election of the Participant (or his or her succession) in Section 8(e), the Committee, in its sole discretion, shall be entitled to settle the Participant's RSU Account in any alternative form provided for in Section 8(e)(i)-(iii).

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(g) If, on the date that RSUs vest to a Participant, there is a blackout period imposed by the Corporation during which specified individuals, including "insiders" of the Corporation, may not trade in the securities of the Corporation (including, for greater certainty, any period during which specified individuals are restricted from trading because they possess material non-public information), then the Settlement Date for such RSUs shall be the 10[th] day following the date on which the RSUs vest to such Participant (or the immediately ensuing business day if such date is not a business day).
(h) Once vested RSUs have settled, the Participant shall have no further entitlement in connection with such vested RSUs under this RSU Plan.
(i) Shares issued by the Corporation under this RSU Plan shall be considered fully paid in consideration of past services that are no less in value than the fair equivalent of the money the Corporation would have received if the Common Shares had been issued for money.

Section 9 Adjustments to the Number of Restricted Share Units

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin-off or other distribution (other than normal cash dividends) of the Corporation's assets to shareholders or any other change affecting the Common Shares, such adjustments as are required to reflect such change shall be made with respect to the number of RSUs in the accounts maintained for each Participant, provided that no fractional RSUs shall be issued to Participants and the number of RSUs to be issued in such event shall be rounded down to the next whole number of RSUs.

Section 10 Participant Accounts

An account (the " RSU Account ") shall be maintained by the Corporation for each Participant participating in this RSU Plan. The Corporation shall record in the RSU Account of each Participant, at all times, the number of RSUs notionally credited to such Participant. Upon payment in satisfaction of RSUs pursuant to Section 8 hereof, such RSUs shall be cancelled. A written notification of the balance in the account maintained for each Participant shall be mailed by the Corporation or by an administrator on behalf of the Corporation to each Participant at least annually. A Participant shall not be entitled to any certificate or other document evidencing the amount of RSUs in his or her account.

Section 11 General

11.1 Change of Control

Notwithstanding any provisions to the contrary contained in this RSU Plan, all unvested RSUs outstanding at the time of a Change of Control shall vest immediately upon such Change of Control.

11.2 Non-Assignable

Except as otherwise may be expressly provided for under this RSU Plan or pursuant to a will or by the laws of descent and distribution, no right or interest of a Participant under this RSU Plan is assignable or transferable.

11.3 No Contract of Employment

Neither participation in this RSU Plan nor any action taken under this RSU Plan shall give or be deemed to give any Participant a right to continued employment with the Corporation and shall not interfere with any right of the Corporation to dismiss any Participant. The payment of any sum of money in cash in lieu of notice of the termination of employment shall not be considered as extending the period of employment for the purposes of this RSU Plan.

11.4 No Shareholder Rights

No Participant shall have any claim or right to any Common Shares pursuant to this RSU Plan. Under no circumstances shall RSUs be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights

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attaching to the ownership or control of Common Shares, nor shall any Participant be considered the owner of any Common Shares pursuant to this RSU Plan.

11.5 Reorganization of the Corporation

The existence of any RSUs shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

In the case of an adjustment to the Common Shares following a dividend of shares, an amalgamation, a combination, merger or consolidation, a share-for-share exchange or any other similar change in the capital structure of the Corporation, an adjustment shall be made by the Corporation to the number of RSUs or to the kind of shares that are subject to the issued RSUs, as the case may be. The Committee shall make such adjustment, which shall be final and binding for purposes of this RSU Plan.

11.6 Suspension, Termination or Amendments of this RSU Plan

The Committee may from time to time amend, suspend or terminate this RSU Plan in whole or in part or amend the terms of RSUs credited in accordance with this RSU Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a Participant with respect to RSUs credited to such Participant, the written consent of such Participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, obtaining of the written consent of any Participant to an amendment, suspension or termination which materially or adversely affects the rights of such Participant with respect to any credited RSUs shall not be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which shares of the Corporation are listed.

The Committee has the discretion to make amendments to this RSU Plan which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation,

(a) amendments of a “housekeeping nature”; and
(b) a change to the vesting provisions of RSUs granted pursuant to this RSU Plan.

However, shareholder approval will be required in the case of:

(a) any amendment to the amendment provisions of this RSU Plan; and
(b) any increase in the maximum number of Common Shares issuable under this RSU Plan.

If the Committee terminates this RSU Plan, RSUs previously credited to Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of this RSU Plan (which shall continue to have effect, but only for such purposes) on the Settlement Date.

Notwithstanding the foregoing, any amendment to this RSU Plan shall be subject to the receipt of all required regulatory approvals.

11.7 Representation or Warranty

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

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11.8 Prior RSU Plan

Upon implementation, this RSU Plan will replace the current plan of the Corporation governing RSUs, which was adopted by shareholders of the Corporation on June 26, 2017. Following this, the current plan will be of no further force and effect, and all RSUs issued under such plan will thereafter be deemed to be issued under this RSU Plan and shall be governed by this RSU Plan.

11.9 Governing Law

This RSU Plan and the RSUs granted under this RSU Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Approved by Shareholders March 31, 2019.

Amended by the Board October 9, 2020 and June 1, 2023.

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APPENDIX "A"

FORM OF PARTICIPATION AGREEMENT

TALISKER RESOURCES LTD. RESTRICTED SHARE UNIT PLAN PARTICIPATION AGREEMENT

I hereby confirm that, as of the date written below, I am an executive officer and/or a key employee or Consultant of Talisker Resources Ltd. (the " Corporation ") and acknowledge that I may be granted restricted share units of the Corporation (" RSUs ") under the Restricted Share Unit Plan of the Corporation (the " RSU Plan "), from time to time, subject to and in accordance with the terms of the RSU Plan.

All capitalized expressions used herein shall have the same meaning as in the RSU Plan unless otherwise defined herein. I also confirm and acknowledge that:

I have received and reviewed a copy of the RSU Plan and agree to be bound by the terms of the RSU Plan.
The Committee may periodically, in its sole discretion, make determinations on RSU grants, including the number of RSUs to be granted to a Participant, and the vesting conditions applicable to such RSUs, including time and performance vesting conditions (as applicable).
RSUs are notionally credited to a Participant's RSU Account and, as such, there is no guarantee that any of the vesting conditions will be satisfied or that any RTUs will vest to any Participant.
A Participant shall not be entitled to any certificate or other document evidencing the amount of RSUs in his or her account.
Each RSU is exchangeable for (i) one Common Share, (ii) a lump sum payment in cash equal to the Market Value of one (1) Common Share on the Settlement Date, or (iii) any combination of the foregoing.
In accordance with Section 4(c) of the RSU Plan, I hereby elect to receive the following payout with respect to any RSUs that vest in my RSU Account: {CHECK ONE}
Common Shares issued from treasury equal in number to the vested RSUs in the my RSU Account on the Settlement Date
a lump sum payment in cash equal to the number of vested RSUs recorded in my RSU Account multiplied by the Market Value of a Common Share on the Settlement Date
_% in Common Shares issued from treasury equal in number to the vested RSUs in the my RSU Account on the Settlement Date, and _% as a lump sum payment in cash equal to the number of vested RSUs recorded in my RSU Account multiplied by the Market Value of a Common Share on the Settlement Date

in each case, less any applicable withholding taxes and other deductions required by law to be withheld by the Corporation in connection with the satisfaction of the Participant's RSUs.

Notwithstanding your election, the Committee, in its sole discretion, shall be entitled to settle your RSU Account in any alternative form provided for in the RSU Plan.
I am not currently subject to a blackout period imposed by the Corporation applicable to a Participant, during which specified individuals, including "insiders" of the Corporation, may not trade in the securities of the Corporation (including, for greater certainty, any period during which specified individuals are restricted from trading because they possess material non-public information).

Appendix A-1

The Common Shares issuable under this RSU Plan shall only be issued where: (i) an exemption is available from the prospectus requirement to a distribution pursuant to section 2.24 of National Instrument 45-106 – Prospectus Exemptions , and (ii) the Participant establishes that the conditions in subsection 2.6(3) of National Instrument 45-102 – Prospectus Exempt Distributions are satisfied. I shall notify the Corporation if, at any time, any of the conditions in subsection 2.6(3) of National Instrument 45-102 – Prospectus Exempt Distributions are not satisfied.
The value of RSUs are based on the value of Common Shares from time to time and therefore are not guaranteed.
The Corporation has made no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of the RSU Plan.

The foregoing is only a brief outline of certain key provisions of the RSU Plan. For more complete information, reference should be made to the RSU Plan text which governs in the case of conflict or inconsistency with this Participation Agreement.

(Date)

(Name of Director)

(Signature of Director)

Appendix A-2

APPENDIX "B"

FORM OF RSU AWARD AGREEMENT

TALISKER RESOURCES LTD. RESTRICTED SHARE UNIT PLAN

AWARD AGREEMENT

PERSONAL & CONFIDENTIAL

{NAME}
{ADDRESS}

Dear {NAME}:

Grant of Restricted Share Units

You have been designated as a Participant of the RSU Plan as of  {GRANT DATE} (your " Grant Date ").

I am pleased to advise you that the Board of Directors of Talisker Resources Ltd. (the " Corporation ") has granted you restricted share units of the Corporation (" RSUs " or " Restricted Share Units "), which entitle you to acquire common shares of the Corporation (" Common Shares ").

These RSUs were granted on the basis set out in this "RSU Award Agreement", and are subject to the Restricted Share Unit Plan of the Corporation (the " RSU Plan "). The terms and expressions used in this RSU Award Agreement and which are defined under this RSU Plan have the meaning assigned to them under this RSU Plan, unless the context requires otherwise.

In accordance with the rules of this RSU Plan, this is a description of the terms of vesting of the RSUs:

A.  {NUMBER OF RSUs} Restricted Share Units of the Corporation are granted to you.
B. the Restricted Share Units granted to you shall vest according to the following schedule:

Date   	Total Number of RSUs Vesting (A + B) {⅓} {⅓} {⅓}	Total Number of Time Vesting RSUs (A)   	Total Number of Performance Vesting RSUs (B)
			(1) (2) (3)

Note: IF ANY RSUs VEST BASED ON PERFORMANCE VESTING CONDITION(S), THEN (I) DESCRIBE THOSE PERFORMANCE VESTING CONDITION(S) WITH PARTICULARITY, AND (II) ASSIGN A PERCENTAGE (OUT OF 100%) TO EACH SUCH PERFORMANCE VESTING CONDITION(S)

C. each RSU is exchangeable, on the Settlement Date, for (i) one Common Share, (ii) a lump sum payment in cash equal to the Market Value of one Common Share on the Settlement Date, or (iii) any combination of the foregoing.

Appendix B-1

Your Participation Agreement shall, at any time, specify your settlement election in respect of (C)(i)-(iii) above. However, notwithstanding your election, the Committee, in its sole discretion, shall be entitled to settle your RSU Account in any alternative form provided for in the RSU Plan.

TALISKER RESOURCES LTD.

Per:

Name:  Title: 

Appendix B-2

AI assistant

Talisker Resources — AGM Information 2023

43814_rns_2023-06-07_a07de118-1488-4046-89f2-00571ce2b976.pdf

Notice of Meeting

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR GENERAL PROXY INFORMATION

Solicitation of Proxies

Non-Registered Shareholders

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Signing of Proxy

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Description of Share Capital

Record Date

Ownership of Securities of the Company

(1) Presentation of Financial Statements

(2) Fixing the Number of Directors

(3) Election of Directors

Bankruptcies, Orders, Management Cease Trade Orders, Penalties and Sanctions

Majority Voting for Directors

(4) Appointment of Auditor

(5) Approval of Unallocated Options under the Stock Option Plan

(6) Approval of Unallocated RSUs under the RSU Plan

(7) APPROVAL OF SHARE CONSOLIDATION

Certain Risks of the Share Consolidation

Procedure for Implementing the Share Consolidation

No Dissent rights

Shareholder Resolution

"NOW THEREFORE BE IT RESOLVED THAT:

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

COMPENSATION OF DIRECTORS

Non-Executive Directors' Fees

Director Compensation Table

Incentive Plan Awards

Outstanding Share Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation, Governance and Nominating Committee

Compensation Process

Compensation Program

Principles/Objectives of the Compensation Program

Independent Compensation Consultants

Components of Compensation Program

Annual Incentive Compensation

Assessment of 2022 Key Objectives by the CGN Committee

Long-Term Incentive Compensation

Stock Option Plan

RSU Plan

Perquisites and Personal Benefits

Termination and Change of Control Benefits

Compensation Risk Considerations

Performance Graph

Summary Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

NEO Employment and Consulting Agreements

Terence Harbort, President and CEO

Andres Tinajero, CFO

Leonardo Souza, Vice President, Exploration and Resource Development

Michael McPhie, Vice President, Sustainability and External Affairs

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

Restricted Stock Unit Plan

Equity Compensation Plan Information

Burn Rate

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Board Skills Matrix

Other Public Company Directorships

Participation of Directors in Board Meetings

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Audit Committee

Audit Committee Oversight

Audit Fees

Compensation, Governance and Nominating Committee (the “CGN Committee”)

Talisker Resources AGM Information 2023