Tarku Resources Ltd. — AGM Information 2023

Apr 20, 2023

TARKU RESOURCES LTD.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

INFORMATION CIRCULAR

APRIL 15, 2023

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TARKU RESOURCES LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TAKE NOTICE that in order to comply with the measures imposed by the federal and provincial governments in the context of the COVID-19 pandemic, and in order to mitigate the risks for the health and safety of our communities, shareholders, employees and other stakeholders, the annual meeting (the “Meeting”) of shareholders of Tarku Resources Ltd. (the “Corporation”) will be held in virtual format only via conference call. Registered shareholders, proxyholders and appointees will all have an equal opportunity to participate at the Meeting online, regardless of their geographic location. However, the vast majority of shareholders vote by proxy in advance, and you are encouraged to vote by proxy ahead of the Meeting.

NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders of Tarku Resources Ltd. (the " Corporation ") will be held via a Zoom Meeting (Meeting ID: 823 0775 1183; Passcode: 707710) or by dialing the appropriate number:

+1 204 272 7920 Canada +1 438 809 7799 Canada +1 587 328 1099 Canada +1 647 374 4685 Canada +1 647 558 0588 Canada +1 778 907 2071 Canada +1 780 666 0144 Canada +1 386 347 5053 US +1 507 473 4847 US +1 564 217 2000 US +1 646 558 8656 US (New York) +1 646 931 3860 US +1 669 444 9171 US +1 669 900 9128 US (San Jose) +1 689 278 1000 US +1 719 359 4580 US +1 253 205 0468 US +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Washington DC) +1 305 224 1968 US +1 309 205 3325 US +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 360 209 5623 US

on May 15, 2023 at 11:00 a.m. (EST), for the following purposes:

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1. to present to shareholders the financial statements of the Corporation for the year ended September 30, 2022, as well as the related auditor’s report;

2.

• to elect the directors of the Corporation;

3. to appoint the auditor of the Corporation and to authorize the Board of Directors to fix its remuneration;

4. to consider and, if deemed advisable, adopt a resolution to ratify and confirm the stock option plan of the Corporation;

5. to transact such other business that may properly come before the Meeting.

The attached management proxy circular includes supplementary information on the matters to be dealt with at the Meeting and, as such, is an integral part of this Notice.

Montreal (Québec) April 15, 2023

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Julien Davy

President and Chief Executive Officer

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TARKU RESOURCES LTD.

(the " Corporation ")

INFORMATION CIRCULAR

(Containing information as of April 15, 2023, unless indicated otherwise)

SOLICITATION OF PROXIES

This information circular (the “Information Circular”) is provided in connection with the solicitation of proxies to be used at the annual and special meeting of shareholders (the “Meeting”) of the Corporation to be held at the time and place and for the purposes set forth in the attached Notice of Meeting and at any adjournment thereof. The enclosed proxy is being solicited by the management of the Corporation and the cost of this solicitation will be borne by the Corporation. The solicitation will be conducted primarily by mail but proxies may also be solicited personally by officers, employees or agents of the Corporation, but without additional compensation.

If you cannot attend the Meeting in person, complete and return the enclosed form of proxy in accordance with the instructions contained therein.

REQUIRED QUORUM

The by-laws of the Corporation provide that a quorum is reached at a shareholders’ meeting of the Corporation if one holder representing at least 5% of the issued and outstanding voting shares is present in person or represented by proxy.

APPOINTMENT OF PROXYHOLDER AND RIGHT OF REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are Directors and Officers of the Corporation. A shareholder has the right to appoint as his or her proxy a person, who need not be a shareholder, other than those whose names are printed on the accompanying form of proxy. A shareholder who wishes to appoint some other person to represent him or her at the Meeting may do so either by inserting such other person’s name in the blank space provided in the form of proxy and signing the form of proxy, or by completing and signing another proper form of proxy.

A shareholder may revoke a proxy at any time by an instrument in writing executed by him or, if the shareholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized in writing, and by sending it at the same address where the form of proxy was sent and within the delays mentioned therein, or two (2) business days preceding the date the Meeting resumes if it is adjourned, or by delivering it to the chairman of such Meeting on the day of the Meeting or any adjournment thereof.

EXERCISE OF DISCRETION BY PROXIES

The management undertakes to respect the holder's instructions.

In the absence of any instructions, the proxy holder will exercise the right to vote FOR each question defined on the form of proxy, in the Notice of Meeting or in the Information Circular.

All resolutions will be adopted by a simple majority of the votes cast at the Meeting.

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Management does not know and cannot foresee at the present time any amendments or new points to be brought before the Meeting. If such amendments or new points were to be brought before the Meeting, the persons named in the enclosed form of proxy will vote on such matters in the way they consider advisable.

INFORMATION FOR BENEFICIAL SHAREHOLDERS

Only registered shareholders or holders of a duly designated proxy are eligible to attend and vote at the Meeting.

Shareholders who do not hold their shares in their own name (the “Beneficial Shareholders”) are advised that only the proxies of registered shareholders may be recognized and used for a vote at the Meeting. Actual shareholders who fill out and return a proxy shall indicate the name of the person (usually a brokerage house) that holds their shares as the registered shareholder. Each intermediary (broker) has its own mailing procedure and provides for its own return instructions, which should be carefully followed. The proxy provided to Beneficial Shareholders is identical to the one provided to registered shareholders. Nevertheless, its purpose is limited to instructing the registered shareholder on how to vote.

If the shares appear on the account statement supplied to a shareholder by a broker, then, generally speaking, these shares will not be registered in the name of the shareholder in the Corporation’s records. It is probable that these shares will be registered in the name of the shareholder’s broker or an agent of the broker. In Canada, most of these shares are registered in the name of CDS & Co. (the name of registration of Canadian Clearing and Depository Services Inc.), which acts as nominee for many Canadian brokerage firms. The voting rights attached to the shares held by brokers or their nominees may not be exercised in favour of or against resolutions except as directed by the shareholder. Without specific instructions, brokers or nominees are prohibited from exercising the voting rights attached to the shares of their customers. The directors and executive officers of the Corporation do not know for whose benefit the shares registered in the name of CDS & Co. are held.

Brokers and other intermediaries are required to request voting instructions from the Beneficial Shareholders before shareholder meetings. Brokers and other intermediaries have their own specific sending procedures and instructions for returning documents, which must be followed to the letter by the Beneficial Shareholders so that their voting rights can be exercised at the Meeting. In Canada, most brokers delegate the responsibility of obtaining instructions from their customers to Broadridge Financial Solutions Inc. (“BFSI”). A Beneficial Shareholder who receives a voting instruction form from BFSI may not use this form to vote directly at the Meeting. If you have any questions about exercising your voting rights attached to the shares that you hold through a broker or another intermediary, please contact this broker or other intermediary directly.

Although a Beneficial Shareholder cannot be recognized at the Meeting for the purpose of directly exercising the voting rights attached to the shares registered in the name of its broker (or of an agent of such broker), he/she may attend the Meeting as a proxy of the registered shareholder and exercise the voting rights attached to the shares in connection therewith.

Unless otherwise indicated, in this Information Circular as well as the attached proxy form and Notice of Meeting, "shareholders" refers to registered shareholders.

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RECORD DATE

The Board of Directors of the Corporation (the “ Board ”) fixed the close of business on April 10, 2023 as the record date for determining which shareholders shall be entitled to receive Notice of the Meeting and to vote in person or by proxy at the Meeting or any adjournment thereof.

VOTING SECURITIES AND PRINCIPAL HOLDERS

The Corporation is authorized to issue an unlimited number of common shares without par value, each share carrying one vote. As of the date hereof, there were 108,238,588 common shares issued and outstanding.

As of the date hereof, to the knowledge of management of the Corporation, one person holds, or has control over, 10% or more of the issued and outstanding shares of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS ON THE AGENDA

The Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any of the following persons in any matter to be acted upon at the Meeting:

• a) each person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year;

• b) each proposed nominee for election as a director of the Corporation; and

• c) each associate or affiliate of any of the foregoing.

DETAILS OF MATTERS TO BE DEALT WITH AT THE MEETING

1 – FINANCIAL STATEMENTS

The management discussion and analysis and the audited financial statements for the year ended September 30, 2022, together with the auditors’ report therein, will be presented before the Meeting but will not be subject to a vote.

2 – ELECTION OF DIRECTORS

The members of the Board are elected annually, and each director holds office until the next annual meeting of shareholders or until his successor is elected or appointed.

The Corporation’s management proposes the election of the following nominees as directors and does not contemplate that any of such nominees will be unable or unwilling, for any reason, to serve as a director.

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Number of common shares of the
Name, city of residence and office Current principal occupation Director since Corporation beneficially owned or over
held with the Corporation which control is exercised [(1) ]
Julien Davy
Montreal (Québec) President and Chief Executive
June 1, 2017 3,255,463
Officer of the Corporation
President, Chief Executive Officer and
Director [(3)]
Jeff Sheppard [(2) (3)]
Controller of 49 North Resources
Saskatoon (Saskatchewan) Inc. October 19, 2016 1,212,184
Director
Kyle Appleby [(2) (3)]
President and Chief Executive
Toronto (Ontario) September 1, 2020 100,000
Officer of CFO Advantage Inc.
Director and Chief Financial Officer
Bernard Lapointe [(2) (3)]
Saguenay (Québec) Consultant Geologist June 1, 2018 959,773
Chairman
David Watkinson [(3)] , President and CEO of Emergent
Metals Corp., President and CEO of November 11, 2020 -
Roseville (California) Ameriwest Lithium Inc.
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• (1) Each nominee has supplied the information concerning the number of common shares owned or over which he exercises control or direction. (2) Member of the Audit Committee.

• (3) Re-elected directors of the Corporation at the annual and special shareholders’ meeting of April 7, 2022, for which an Information Circular was issued

Except as disclosed hereinafter, to the knowledge of the Corporation, none of the above-mentioned candidates:

(a) is, or within the last ten years, has been a director, chief executive officer or chief financial officer of any company that:

• i) was the subject of a cease trade, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which, in all cases, was in effect for a period of more than thirty (30) consecutive days (an “Order”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

• ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(b) is, or within the last ten (10) years has been, a director or executive officer of any company that, while the proposed director 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 last ten (10) years, 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 his assets.

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Except for:

Mr. Appleby, the Chief Financial Officer and director of the Company, was a director of Captor Capital Corp. (“Captor Capital”) on August 6, 2019, on which date the Ontario Securities Commission issued a failure-to-file cease trade order against Captor Capital, ordering that all trading in the securities of Captor Capital cease until the company filed (i) its audited annual financial statements for the financial year ended March 31, 2019, (ii) its management’s discussion and analysis for the financial year ended March 31, 2019, and (iii) the certification of the foregoing filings as required by Applicable Securities Laws. The failure-to-file cease trade order against Captor Capital was revoked in full on November 6, 2019. Mr. Appleby was also the Chief Financial Officer of Tantalex Resources Corp (“Tantalex”) on August 19, 2020, on which date the Ontario Securities Commission issued a failure-to-file cease trade order against Tantalex, ordering that all trading in the securities of Tantalex cease until the company filed (i) its audited annual financial statements for the financial year ended February 28, 2020, (ii) its management’s discussion and analysis for the financial year ended February 28, 2020, and (iii) the certification of the foregoing filings as required by Applicable Securities Laws. The failure-tofile cease trade order against Tantalex was revoked in full on November 13, 2020. Mr. Appleby was also the Chief Financial Officer of Cadillac Ventures Inc. (“Cadillac”) on October 4, 2021, on which date the Ontario Securities Commission issued a failure-to-file cease trade order against Cadillac, ordering that all trading in the securities of Cadillac cease until the company filed (i) its audited annual financial statements for the financial year ended May 31, 2021, (ii) its management’s discussion and analysis for the financial year ended May 31, 2021, and (iii) the certification of the foregoing filings as required by Applicable Securities Laws.

Mr Jeff Sheppard, a director of the Company, is the Chief Financial Officer of Westcore Energy Ltd. A cease trade order was issued by the Alberta Securities Commission and Ontario Securities Commission on May 6, 2021, against Westcore Energy Ltd., for failing to file its annual audited financial statements, the annual management's discussion and analysis, and the certification of the annual filings, for the year ended Dec. 31, 2020.

Also, to the knowledge of the Corporation, no candidate for election as director has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority;

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder having to decide to vote for a candidate.

You can vote for the election of all the candidates described above, vote for the election of some of them and withhold from voting for others, or withhold from voting for all of them. Unless otherwise instructed, the persons named in the accompanying form of proxy will vote FOR the election of each of the candidates described above as director of the Corporation.

3 – APPOINTMENT OF AUDITOR AND AUTHORIZATION GIVEN TO THE BOARD TO FIX THE REMUNERATION OF THE AUDITOR

Davidson & Company LLP, Chartered Accountants (“DC”) is the auditor of the Corporation. The Management proposes DC as auditor of the Corporation for the financial year ending September 30, 2023. In addition, for practical reasons, it is expedient at the Meeting to authorize the Board to fix the remuneration of the auditor.

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The persons named in the accompanying form of proxy will vote FOR the appointment of DC as auditor of the Corporation to hold office until the next annual meeting of the shareholders of the Corporation and the authorization for the Corporation’s directors to fix its remuneration, unless the shareholder signing the proxy has indicated his/her/its intention to abstain from voting in connection therewith.

4 - RATIFICATION AND CONFIRMATION OF THE STOCK OPTION PLAN

The principal terms of the Stock Option Plan (the “ Plan ”) are described under the heading “Stock Option Plan” of this Information Circular and the full text of the Plan is attached hereto as Schedule “A”. The terms of the Plan have been modified solely to comply with the policies of the TSX Venture Exchange (“ TSXV ”).

The Plan is a “rolling plan” under which may be granted options for a maximum of 10% of the issued and outstanding shares of the Corporation at the time of the grant. The number of common shares that may be reserved under the Plan automatically increases or decreases as the number of issued and outstanding common shares of the Corporation increases or decreases.

Pursuant to the policies of the TSXV, the Plan must be approved annually by the TSXV as well as by the shareholders at their Annual Meeting. The TSXV has granted its conditional acceptance on April 13, 2023. Consequently, the shareholders will be asked to adopt the following resolution:

“BE IT RESOLVED to ratify and confirm the Stock Option Plan of the Corporation currently in force and to authorize any officer of the Corporation to take all necessary actions to give effect to the foregoing.”

The persons named in the accompanying proxy form will vote FOR the resolution confirming the Plan unless the shareholder signing the proxy has indicated his/her/its intention to vote against it.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

A – EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Interpretation

"Named Executive Officer" (“NEO”) means:

• a) a Chief Executive Officer (“CEO”);

• b) a Chief Financial Officer (“CFO”);

• c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

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

The NEOs who are the subject of this Compensation Discussion and Analysis are Julien Davy, President and CEO and Kyle Appleby, CFO.

Objectives of the Compensation Program

Given its current stage of development, the Corporation does not have a formal compensation program.

The objectives of the compensation of the NEOs is to:

• (a) attract, retain and motivate talented executive officers that contribute to the continued success of the Corporation;

• (b) align the interests of the NEOs of the Corporation with those of the shareholders of the Corporation;

• (c) provide to the NEOs a compensation that is competitive with those of corporations of a similar size operating a similar business in the appropriate regions.

Overall, the compensation program aims to offer total compensation packages that correspond to the total compensation packages offered to NEOs with similar talents, skills and responsibilities with corporations that have similar financial, operational and industrial characteristics. The Corporation is a mining exploration company whose operations will not generate substantial revenues for a long period of time. Therefore, the use of traditional performance criteria, such as corporate profitability, is not considered appropriate by the Corporation for the purpose of evaluating the performance of the NEOs.

Purpose of the Compensation Program

The compensation program of the NEOs of the Corporation has been designed to reward such persons for reinforcing the Corporation’s business objectives and values and for their individual performances.

Elements of the Compensation Program

The compensation program consists of a combination of a base salary and the grant of stock options.

The annual salary is designed to attract and develop loyalty on the part of NEOs by offering them a reasonable portion of unconditional compensation.

The stock options are granted to the NEOs from time to time by The Board on the basis of their respective contributions to the development of the Corporation. The allocation of stock options upon hiring aligns rewarding the NEO on the increase in value for the shareholder in the long term. The use of stock options encourages and rewards performance, by aligning the increase in compensation of each NEO with the increase of the performance of the Corporation and the value of shareholder investments.

Setting the amount of each component of the compensation program

The compensation of the NEOs of the Corporation is reviewed annually by the Board.

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Base Salary

The base salary review of each NEO takes into account current competitive market conditions, experience, proven or expected performance and the particular skills of the NEO. The base salary is not evaluated on the basis of a “peer group”. The Board relies on the general experience of its members in setting the base salary.

Stock Options

The Corporation has established the Plan, the principal terms of which are described under the heading “Stock Option Plan” of this Information Circular. The Board determines at its discretion the number of options to be awarded to each NEO as well as the other related terms. Previous option grants are not taken into consideration for the new grants.

Link to Overall Compensation Objectives

Each element of the compensation program has been designed to meet one or more objectives of the overall program. The base salary, combined with the granting of stock options, has been designed to provide total compensation which the Board believes is competitive with that paid by other corporations of comparable size engaged in similar business in appropriate regions.

Compensation and Risk Management

Given the size of the Corporation and the fact that it has not implemented a formal compensation program, it is not possible for the Board to take into consideration the risks associated with a compensation program.

Summary Compensation Table

The following table presents information concerning all compensation paid, payable, awarded, granted, given or otherwise provided to NEOs of the Corporation for services rendered to the Corporation during the three (3) most recently completed financial years.

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Julien Davy(3) President and CEO	2022 2021 2020	168,000 168,000 104,000	n/a n/a n/a	36,746(1) 78,500(2) 17,460(3)	n/a n/a n/a	n/a n/a n/a	n/a n/a n/a	n/a n/a n/a	204,746 246,500 121,460
Kyle Appleby(5) CFO	2022 2021	48,000 42,000	n/a n/a	22,966(1) 78,500(2)	n/a n/a	n/a n/a	n/a n/a	n/a n/a	70,966 120,500

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Jeff Sheppard(5) Former CFO	2021 2020	12,240 63,440	n/a n/a	78,500(2) 17,460(3)	n/a n/a	n/a n/a	n/a n/a	n/a n/a	90,740 80,900

• (1) In determining the fair value of the option-based awards, the Corporation used the Black-Scholes method, with the following assumptions (a) risk-free interest rate of 1.73%, (b) forecast volatility: 154%, (c) average dividend per share: 0 %, (d) expected life: 5 years

• (2) In determining the fair value of the option-based awards, the Corporation used the Black-Scholes method, with the following assumptions (a) risk-free interest rate of 0.39%, (b) forecast volatility: 158.80%, (c) average dividend per share: 0 %, (d) expected life: 5 years

• (3) In determining the fair value of the option-based awards, the Corporation used the Black-Scholes method, with the following assumptions (a) risk-free interest rate of 0.26%, (b) forecast volatility: 158.94%, (c) average dividend per share: 0 %, (d) expected life: 5 years

• (4) Mr. Davy was appointed President on June 1, 2017 and CEO on June 1, 2018.

• (5) Mr. Sheppard was appointed CFO on October 19, 2016 and resigned on December 1, 2020. Mr. Appleby was appointed CFO on December 1, 2020.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table presents for each NEO all awards outstanding at the end of the last completed financial year.

Name		Options-based Awards	Options-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
	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 ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Julien Davy	400,000 500,000 123,076 180,000	0.10 0.17 0.10 0.11	February 16, 2027 November 11, 2025 March 13, 2024 July 30, 2025	n/a n/a n/a n/a	n/a n/a n/a n/a	n/a n/a n/a n/a	n/a n/a n/a n/a
Kyle Appleby	250,000 500,000	0.10 0.17	February 16, 2027 November 11, 2025	n/a n/a	n/a n/a	n/a n/a	n/a n/a

(1) The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of the Corporation on the TSXV on September 30, 2022 less the respective exercise price of the options.

Value Vested or Earned during the year

The following table presents information concerning the value vested with respect to awards granted to the NEOs during the last completed financial year.

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Julien Davy	36,746	n/a	n/a
Jeff Sheppard	22,966	n/a	n/a

Pension Plan Benefits

The Corporation does not have a pension plan or other similar plan.

Termination and Change of Control Benefits

The Corporation is not bound to pay any compensation in the case of any termination of employment and change of control.

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B – DIRECTORS

Summary Compensation Table

The compensation of the directors is established by the Board. Directors that are not NEOs do not receive any remuneration. The directors also sometimes receive stock options, at the discretion of the Board. The following table presents the awards granted to the directors of the Corporation that are not NEOs during the last completed financial year.

Name	Fees earned ($)	Share-based awards ($)	Option- based awards ($)(1)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
David Watkinson(1)	n/a	n/a	22,966	n/a	n/a	n/a	22,966
Bernard Lapointe(2)	n/a	n/a	32,153	n/a	n/a	n/a	32,153
Jeff Sheppard	n/a	n/a	22,966	n/a	n/a	n/a	22,966

• 1) Mr. Watkinson was appointed to the board on November 11, 2020.

• 2) No director received any cash fees in their capacity of director, and not in their capacity as director.

Incentive plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table presents the awards granted to the directors of the Corporation that are not NEOs outstanding at the end of the last completed year.

		Options-based Awards	Options-based Awards			Share-based Awards
Name	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 ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Jeff Sheppard	250,000 100,000 180,000 500,000	0.10 0.10 0.11 0.17	February 16, 2027 March 13, 2024 July 30, 2025 November 30, 2025	n/a n/a n/a n/a	n/a n/a n/a n/a	n/a n/a n/a n/a	n/a n/a n/a n/a
Bernard Lapointe	350,000 500,000 100,000 180,000	0.10 0.17 0.10 0.11	February 16,2027 November 11, 2025 March 13, 2024 July 30, 2025	n/a n/a n/a n/a	n/a n/a n/a n/a	n/a n/a n/a n/a	n/a n/a n/a n/a
David Watkinson	250,000 500,000	0.10 0.17	February 16, 2027 November 11, 2025	n/a n/a	n/a n/a	n/a n/a	n/a n/a

(1) The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of the Corporation on the TSXV on September 30, 2022 less the respective exercise price of the options.

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Value vested or earned during the year

The following table presents information concerning the value vested with respect to awards granted to the directors of the Corporation that are not NEOs during the last completed financial year.

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Jeff Sheppard	22,966	n/a	n/a
Bernard Lapointe	32,153	n/a	n/a
David Watkinson	22,966	n/a	n/a

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Corporation maintains an insurance policy covering the civil liability of its directors and officers for any liability incurred during their term of office. The policy has a total insurance coverage of $5,000,000 per year and a deductible of $25,000 per claim. The total premium paid during the financial year ended September 30, 2022 was $23,150.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain details with respect to compensation plans pursuant to which equity securities of the Corporation are authorized for issuance at the end of the last completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	5,886,922	0.14	2,746,936
Equity compensation plans not approved by security holders	n/a	n/a	n/a

STOCK OPTION PLAN

Under the Plan, the Board may, from time to time and at its discretion, grant to the directors, officers, employees or consultants of the Corporation (the “Beneficiaries”), options to purchase common shares of the Corporation as long as the number of options granted does not exceed 10% of the number of issued and outstanding common shares of the Corporation at the time the options were granted.

The principal provisions of the Plan are the following:

1. The maximum number of shares subject to options granted to one given person may not exceed, for any twelve (12) month period, 5% of the number of the outstanding shares at each date of grant, unless the Corporation has obtained disinterested shareholder approval;

2. The maximum number of shares subject to options granted to a consultant during any twelve (12) month period is limited to 2% of the number of outstanding shares at each date of grant;

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4. The maximum number of shares subject to options granted to a person providing investor relation services (as defined by the TSXV), during a twelve (12) month period, is limited to 2% of the outstanding shares at each date of grant;

5. The exercise price of an option shall not be less than the market price at closing on the last day preceding the grant during which there were transactions, minus the discount allowed by the TSXV;

6. The options are not transferable and cannot be exercised more than ten (10) years after the date of grant; and

7. The options shall terminate upon the death, retirement, resignation or termination of employment of the beneficiary (unless otherwise stated in the participants option agreement), the beneficiaries or their heirs sometimes having additional delays (that cannot exceed 12 months) stipulated by the Plan to exercise their options.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

During the fiscal year ended September 30, 2022, and as at the date of this Information Circular, none of the directors, executive officers, employees (or previous directors, executive officers or employees) of the Corporation, each proposed nominee for election as a director of the Corporation and any associate of such a person was or is indebted to the Corporation with respect to the purchase of securities of the Corporation and for any other reason.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The management of the Corporation is not aware of any material interest, direct or indirect, that any Director, proposed Director, Officer, Shareholder of the Corporation holding, directly or indirectly, as beneficial owner, more than 10% of the outstanding common shares of the Corporation or any associate or affiliate of any such persons would have in any material transaction concluded since the beginning of the last financial year of the Corporation or in any proposed transaction which had or could have a material effect on the Corporation, other than what is disclosed in this Information Circular.

Mr. Michel Lebeuf Jr. has been elected by the Board as the Corporation’s Corporate Secretary on March 1, 2023. Mr. Lebeuf Jr. is the partner at the Corporation’s legal counsel Dunton Rainville LLP.

CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices set out a series of guidelines for effective corporate governance. The guidelines address matters such as the composition and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Each reporting issuer must disclose on an annual basis the corporate governance practices that it has adopted.

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Board of Directors

1. Independent Directors

An independent director is a director who has no direct or indirect material relationship with an issuer. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment. The independent directors of the Corporation are David Watkinson and Bernard Lapointe.

2. Non Independent Directors

Julien Davy, Kyle Appleby and Jeff Sheppard must be considered non-independent directors of the Corporation, given the fact that they are President and CEO, former Exploration Manager and, CFO and former CFO of the Corporation, respectively.

Directorships

No director is currently a director of other issuers that are also reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction, except for:

• David Watkinson  Emergent Metals Corp. (TSXV)  Ameriwest Lithium Inc. (CSE)

• Julien Davy  Emergent Metals Corp. (TSXV)  CAT Strategic Metals Corp. (CSE)

• Jeff Sheppard  Royal Helium Ltd. (TSXV) Kyle Appleby  Captor Capital Corp. (CSE)  URU Metals Limited (AIM)  Avila Energy Corporation (CSE)

Orientation and Continuing Education

The Corporation does not currently have a formal orientation program for new directors. The Board has not at this time taken any measures to provide continuing education for the directors. However, upon appointment of a new Director, reports and other documents are given to him and a Board meeting is held during which he is introduced to the other Board members, legal counsel and/or the auditor and exposed to different aspects of the Corporation so that this Director may rapidly familiarize himself with the action plan, policies and outstanding files of the Corporation.

Ethical Business Conduct

In view of the state of development of the Corporation, the Board has not taken formal steps to encourage and promote an ethical business conduct culture. The Corporation however takes steps to ensure that the directors do not make transactions on shares of the Corporation when communication of material information is imminent.

Nomination of Directors

According to the Corporation’s needs, the candidates for the Board have been chosen so far by the Board.

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Compensation

All matters with respect to the compensation are determined by the Board. The compensation program is described under the heading “Compensation of Executive Officers and Directors”.

Other Board Committees

The only committee of the Board is the Audit Committee.

Evaluation

The Board as a whole is responsible for evaluating the effectiveness and contribution of each member of the Board individually and the effectiveness and contribution of the Board as a whole as well as the Audit Committee.

AUDIT COMMITEE

Charter

The charter of the Audit Committee of the Board is attached hereto as Schedule “B”.

Composition

The current members of the Audit Committee are Bernard Lapointe and Jeff Sheppard. Pursuant to National Instrument 52-110 - Audit Committee ( “NI 52-110” ), a member of the Audit Committee is “independent” if he has no direct or indirect material relationship with the issuer, namely a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment. The Board ruled that Bernard Lapointe is an independent member of the Audit Committee while Jeff Sheppard is not independent, being the former CFO of the Corporation.

The Board ruled that these members are financially literate in order to perform their Audit Committee duties as outlined in NI 52-110, meaning that they each have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexities of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Relevant training and experience

Bernard Lapointe, P. Geo., has more than 35 years experience in the resource sector in exploration and project development. He founded Arianne Resources in 1997 and headed the company until 2013 that became Arianne Phosphate. Mr. Lapointe contributed to the discovery and development of the Lac a Paul project located in Quebec, one of the largest phosphate projects in the world. Mr. Lapointe is now a semi-retired geologist, consultant and private investor. He sits on several technical and strategic committees of public and private exploration companies and is a lecturer of exploration financing at the Université du Quebec (Chicoutimi). He holds a BA in geology (Montreal), a master's degree in structural geology (Chicoutimi) and a PhD in mineral resources from the Université du Quebec (Chicoutimi). He is a member of the Ordre des géologues du Québec and Qualified Person (QP) according to National Instrument 43-101.

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Jeff Sheppard is a graduate of the University of Saskatchewan (BComm) and is a Chartered Professional Accountant (CPA, CA). Mr. Sheppard is currently the Controller at 49 North Resources Inc. (TSXV: FNR), Canadian resource investment companies headquartered in the Province of Saskatchewan.

Pre-Approval Policies and Procedures

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

Audit Committee Oversight

At no time during the Corporation’s financial year ended September 30, 2022 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditor in each of the last two (2) fiscal years are as follows:

Financial Year Ending	Audit Fees ($)(1)	Audit-Related Fees ($)(2)	Tax Fees ($)(3)	All Other Fees ($)(4)	Total
September30,2021	20,000	220	6,500	n/a	26,720
September 30,2022	35,000	427	7,500	n/a	42,927

• 1) Audit Fees consist of the aggregate fees billed by the external auditor of the Corporation for audit services.

• 2) Audited Related Fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements of the Corporation and are not reported under “Audit Fees” above and include the provision of comfort letters and consents, consultations concerning financial accounting and reporting of specific issues and the review of documents filed with regulatory authorities.

• 3) Tax Fees consist of the aggregate fees billed for tax compliance, tax advice and tax planning services, including the preparation of tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from taxing authorities; tax planning services; and consultation and planning services.

• 4) All Other Fees include the aggregate fees billed for products and services provided by the auditor, other than the services reported above.

Reliance on Certain Exemptions

At no time during the Corporation’s financial year ended September 30, 2022 has the Corporation relied on the various exemptions provided under NI 52-110. However, the Corporation is not required to comply with Parts 3 and 5 of NI 52-110 given that it is a venture issuer as defined in NI 52-110.

OTHER QUESTIONS

The Corporation’s management is unaware of any change regarding the items listed in the Notice of Meeting or of any other item that could be submitted to the Meeting, apart from those mentioned in the Notice of Meeting. However, if changes concerning the items on the agenda mentioned in the Notice of Meeting, or other items, are submitted to the Meeting in valid form, the attached proxy form confers discretionary power upon the persons named therein to vote, using their best judgment, on the related changes or on other items.

ADDITIONAL INFORMATION

Additional financial information is provided in the financial statements and the Management’s report for the year ended September 30, 2022. Such documents and this Information Circular are available on SEDAR (www.sedar.com).

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Copies of this Information Circular are also available by contacting the Corporation:

Suite 1730 - 800, boul René-Lévesque O, Montréal, QC H3B 1X9 CANADA Tel: 514 618-7287

The Corporation may request the payment of reasonable fees if the requesting party is not a shareholder of the Corporation.

APPROVAL OF INFORMATION CIRCULAR

The contents and the sending of the Information Circular have been approved by the Board.

Montreal, Québec, April 15, 2023

BY ORDER OF THE BOARD

(s) Julien Davy

Julien Davy, President and CEO

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SCHEDULE A

STOCK OPTION PLAN

TARKU RESOURCES LTD.

(FORMERLY ITUNA CAPITAL CORPORATION)

STOCK OPTION PLAN (THE "PLAN")

1. Purpose of the Plan

The purpose of the Plan is to assist Tarku Resources Ltd. (the "Corporation") in attracting, retaining and motivating directors, officers, key employees and consultants of the Corporation and of its subsidiaries and to closely align the personal interests of such directors, officers, key employees and consultants with those of the shareholders by providing them with the opportunity, through options, to acquire common shares of the Corporation.

2. Implementation

The grant and exercise of any options under the Plan are subject to compliance with the applicable requirements of each stock exchange on which the shares of the Corporation are or become listed for trading and of any governmental authority or regulatory body to which the Corporation is subject.

3. Administration

The Plan shall be administered by the board of directors of the Corporation which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. The board of directors may delegate any or all of its authority with respect to the administration of the Plan and any or all of the rights, powers and discretions with respect to the Plan granted to it under this Plan to the Compensation Committee or such other committee of directors of the Corporation as the board of directors may designate. Upon any such delegation the Compensation Committee or other committee of directors, as the case may be, as well as the board of directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan. When used in the context of this Plan "board of directors" shall be deemed to include the Compensation Committee or other committee of directors acting on behalf of the board of directors.

4. Number of Shares Under Plan

A maximum number of common shares equal to 10% of the issued and outstanding common shares of the Corporation, from time to time, (the " Optioned Shares ") shall be reserved, set aside and made available for issuance in accordance with the Plan provided that in no event shall options be granted in any 12 month period entitling:

• 4.1.1 any one individual to purchase in excess of 5%, unless the Corporation has obtained disinterested shareholder approval as set out and described in the TSX Venture Exchange Policy 4.4;

• 4.1.2 any one consultant to purchase in excess of 2%; and

• 4.1.3 all employees or consultants conducting investor relations activities to purchase in excess of 2%;

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of the then outstanding shares in the Corporation. If option rights granted to an individual under the Plan shall expire or terminate for any reason without having been exercised in respect of certain Optioned Shares, such Optioned Shares may be made available for other options to be granted under the Plan.

5. Eligibility

Options may be granted under the Plan to an Eligible Charitable Organization, or to any individual who is a Director, Employee, Consultant, or Management Company Employee (as such terms are defined in the TSX Venture Exchange Policy 4.4) of the Corporation, or of its subsidiaries, as the board of directors may from time to time designate as a participant under the Plan, or alternatively, except in relation to Consultant Companies (as such term is defined in the TSX Venture Exchange Policy 4.4), options may be granted to a corporation 100% beneficially owned by any of the above referenced individuals, which control and ownership shall continue for as long as any part of the option granted under the Plan remains unexercised (a "Participant"). Subject to the provisions of this Plan, the total number of Optioned Shares to be made available under the Plan and to each Participant, the time or times and price or prices at which options shall be granted, the time or times at which such options are exercisable, and any conditions or restrictions on the exercise of options, shall be in the full and final discretion of the board of directors. For all options granted under the Plan to Employees, Consultants or Management Company Employees, the Corporation and the respective Participant shall represent that the Participant is either a bona fide Employee, Consultant or Management Company Employee, as the case may be.

6. Terms and Conditions

6.1 Exercise Price

The exercise price to each Participant for each Optioned Share shall be as determined by the board of directors, but shall in no event be less than the market price of the common shares of the Corporation on the TSX Venture Exchange, or such other exchange on which the common shares are listed at the time of the grant of the option, less the maximum discount permitted under the policies of the TSX Venture Exchange or such other exchange on which the common shares are listed, or such other price as may be agreed to by the Corporation and approved by the TSX Venture Exchange or such other exchange on which the common shares are listed. In the event the Participant is an "Insider" of the Corporation (as such term is defined in the TSX Venture Exchange Policy 1.1), any reduction in the exercise price of any previously Optioned Share shall require disinterest shareholder approval as set out and described in the TSX Venture Exchange Policy 4.4.

6.2 Option Agreement

All options shall be granted under the Plan by means of an agreement between the Corporation and each Participant (the " Option Agreement ") in the form as may be approved by the board of directors, such approval to be conclusively evidenced by the execution of the Option Agreement by any one director or officer of the Corporation.

6.3 Length of Grant

All options granted under the Plan shall expire not later than the tenth anniversary of the date such Options were granted.

6.4 Non-Assignability of Options

Except as otherwise provided below, an option granted under the Plan shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by a Participant, other than by will or other testamentary instrument or the laws of succession, and may be exercisable during the lifetime of the Participant only by the Participant. Subject to the prior approval of the board of directors and each exchange on which the common shares of the Corporation are listed for trading, an Option Agreement may be assigned by the Participant or the Participant's legal personal representative to a corporation 100% beneficially owned by the Participant and his spouse or children, which control and ownership shall continue for as long as any part of the option granted under the Plan remains unexercised.

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6.5 Right to Postpone Exercise

Each Participant, upon becoming entitled to exercise the option in respect of any Optioned Shares in accordance with the Option Agreement, shall be entitled to exercise the option to purchase such Optioned Shares at any time prior to the expiration or other termination of the Option Agreement.

6.6 Exercise and Payment

Any option granted under the Plan may be exercised by a Participant or the legal representative of a Participant giving notice to the Corporation specifying the number of shares in respect of which such option is being exercised, accompanied by payment (by cash or certified cheque payable to the Corporation) of the entire exercise price (determined in accordance with the Option Agreement) for the number of shares specified in the notice. Upon any such exercise of an option by a Participant the Corporation shall cause the transfer agent and registrar of the common shares of the Corporation to promptly deliver to such Participant or the legal representative of such Participant, as the case may be, a share certificate in the name of such Participant or the legal representative of such Participant, as the case may be, representing the number of shares specified in the notice.

6.7 Rights of Participants

The Participants shall have no rights as shareholders in respect of any of the Optioned Shares (including, without limitation, any right to receive dividends or other distributions, voting rights, warrants or rights under any rights offering) other than Optioned Shares in respect of which Participants have exercised their option to purchase and which have been issued by the Corporation.

6.8 Third Party Offer

If, at any time when an option granted under the Plan remains unexercised with respect to any Optioned Shares, an offer to purchase all of the common shares of the Corporation is made by a third party, the Corporation shall use its best efforts to bring such offer to the attention of the Participants as soon as practicable and the Corporation may, at its option, require the acceleration of the time for the exercise of the option rights granted under the Plan and of the time for the fulfilment of any conditions or restrictions on such exercise.

6.9 Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into common shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Corporation, the board of directors may make such adjustment, if any, of the number of Optioned Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to Participants under the Plan. In any such event, the maximum number of shares available under the Plan may be appropriately adjusted by the board of directors. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation of those in another company is imminent, the board of directors may, in a fair and equitable manner, determine the manner in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Participants and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the board of directors under this paragraph 6(i) shall be full and final.

6.10 Termination

Subject to paragraph 6(k), if a Participant is dismissed as an officer or key employee by the Corporation or by one of its subsidiaries for cause, or if the Corporation or one of its subsidiaries cancels or rescinds for breach of contract the agreement pursuant to which the Participant was to provide consulting or

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related services, all unexercised option rights of that Participant under the Plan shall immediately terminate, notwithstanding the original term of the option granted to such Participant under the Plan.

6.11 Disability or Retirement

Notwithstanding paragraph 6(j), if a Participant ceases to be a director, officer, key employee or consultant of the Corporation or of one of its subsidiaries as a result of:

• 6.11.1 disability or illness preventing the Participant from performing the duties routinely

performed by such Participant;

• 6.11.2 retirement at the normal retirement age prescribed by the Corporation pension plan or otherwise;

• 6.11.3 resignation; or

• 6.11.4 such other circumstances as may be approved by the board of directors;

such Participant shall have the right for a reasonable period as set out in the Option Agreement (the " Expiry Period ") following the date of ceasing to be a director, officer, key employee or consultant (or, if earlier, until the expiry date of the option rights of the Participant pursuant to the terms of the Option Agreement) to exercise the option under the Plan with respect to all Optioned Shares of such Participant to the extent they were exercisable on the date of ceasing to be a director, officer, key employee or consultant. Upon the expiration of such Expiry Period, unless already expired pursuant to the terms of the Option Agreement, all unexercised option rights of that Participant shall immediately terminate and shall lapse notwithstanding the original term of the option granted to such Participant under the Plan.

6.12 Deceased Participant

In the event of the death of any Participant, the legal representatives of the deceased Participant shall have the right for a period as set out in the Option Agreement and not exceeding one year from the date of death of the deceased Participant (or, if earlier, until the expiry date of the option rights of the Participant pursuant to the terms of the Option Agreement) to exercise the deceased Participant's option with respect to all of the Optioned Shares of the deceased Participant to the extent they were exercisable on the date of death. Upon the expiration of such period as provided for in the Option Agreement all unexercised option rights of the deceased Participant shall immediately terminate, notwithstanding the original term of the option granted to the deceased Participant under the Plan.

6.13 Blackout Period

Should the expiration of the term of an option fall within a period during which a policy of the Corporation respecting restrictions on employee or insider trading is in effect prohibiting the Participant from exercising the option and trading the Optioned Shares (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation, or in respect of an insider, that insider, is subject) (a " Blackout Period ") or within 9 business days following the expiration of a Blackout Period, such option expiration date shall be automatically extended without any further act or formality to the date which is the 10[th] business day after the end of the Blackout Period, such 10[th] business day to be considered the expiration of the term of such option for all purposes under the Plan. The 10 business day period referred to in this section may not be extended by the board of directors.

7. Amendment and Discontinuance of Plan

The board of directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time, provided that no such action may in any manner adversely affect the rights under any options granted

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earlier to a Participant under the Plan without the consent of that Participant.

8. No Further Rights

Nothing contained in the Plan nor in any option granted under this Plan shall give any participant or any other person, any interest or title in or to any common shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation other than as set out in the Plan and pursuant to the exercise of any option, nor shall it confer upon the Participants any right to continue as an employee, officer, consultant or director of the Corporation or of its subsidiaries.

9. Compliance with Laws

The obligations of the Corporation to sell common shares and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Participants as the Corporation deems necessary or advisable with all applicable corporate and securities laws, rules and regulations.

10. Gender

The use of the masculine gender in this Plan shall be deemed to include or be replaced by the feminine gender where appropriate to the particular Participant.

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SCHEDULE B

AUDIT COMMITTEE'S CHARTER

Purpose

The primary function of the audit committee of the Corporation (the " Committee ") is to assist the Board of the Corporation in fulfilling its responsibilities by reviewing the financial reports and other financial information provided by the Corporation to any regulatory body or the public, the Corporation's systems of internal controls regarding preparation of those financial statements and related disclosures that management and the Board have established and the Corporation's auditing, accounting and financial reporting processes generally. Consistent with this function, the Committee encourages continuous improvement of, and fosters adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary objectives are to:

• assist directors in meeting their responsibilities in respect of the preparation and disclosure of the financial statements of the Corporation and related matters;

• provide for open communication between directors and external auditors;

• enhance the external auditor's independence;

• increase the credibility and objectivity of financial reports; and

• strengthen the role of the outside or "independent" directors by facilitating in depth discussions between directors on the Audit Committee, management and external auditors.

Composition

The Committee is comprised of three or more directors as determined by the Board, if at all possible with the majority of whom shall be "independent" (as such term is used in National Instrument 52-110 Audit Committees (" NI 52-110 ")) unless the Board shall have determined that the exemption contained in section 3.6 of NI 52-110 would be applicable and is to be adopted by the Corporation.

All of the members of the committee shall be "financially literate" (as defined in NI 52-110) unless the Board shall determine that an exemption under NI 52-110 from such requirement in respect of any particular member would be applicable and is to be adopted by the Corporation in accordance with the provisions of NI 52-110.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and remain as members of the Committee until their successors shall be duly elected and qualified.

Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its mandate to foster open communication, the Committee should meet at least annually with management and the external auditors in separate executive sessions to discuss any matters that the

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Committee or each of these groups believe should be discussed privately. The Chief Financial Officer (if appointed) is required to be present at the meetings of the Committee and may be excused from all or part of any such meetings by the independent sitting members.

Minutes of all meetings of the Committee shall be taken and the Committee shall report the results of its meetings and reviews undertaken and any associated recommendations or resolutions to the Board. A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee shall be valid resolution of the Committee.

A quorum for meetings of the Committee shall be majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the committee shall be the same as those governing the Board.

Members of the Committee may participate in a meeting of the Committee by means of telephone or other communication device or facilities that permit all persons participating in any such meeting to hear one another.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

• A. Documents/Reports Review

• Review and update this Charter, as conditions dictate.

• Review the financial statements, prospectuses, MD&A, annual information forms and all public disclosures containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results) before release and prior to Board approval where required.

• Review the reports to management prepared by the external auditors and management responses.

• Established procedures for:

  • (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

• (b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.

• 1. Review and approve the Corporation's hiring policies regarding employees and former employees of the present and former external auditors of the issuer.

• Review of significant auditor findings during the year, including the status of previous audit recommendations.

• Be satisfied with and periodically assess the adequacy of procedures for the review of corporate disclosure that is derived or extracted from the financial statements.

• B.

• External Auditors

• Be directly responsible for overseeing the work of the external auditors, including the

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resolution of disagreements between management and the external auditors regarding financial reporting.

1. Recommend to the Board the external auditors to be nominated for appointment by the shareholders.

2. Recommend to the Board the terms of engagement of the external auditor, including their compensation and a confirmation that the external auditors shall report directly to the Committee.

3. On an annual basis, review and discuss with the auditors all significant relationships the auditors have with the Corporation to determine the auditors' independence.

4. Review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.

5. When there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

6. Periodically consult with the external auditors, without the presence of management, about internal controls and the fullness and accuracy of the organization's financial statements.

7. Consider, in consultation with the external auditor, the audit scope and plan of the external auditor.

8. Pre-approve the completion of any non-audit services by the external auditors and determined which non-audit services the external auditor is prohibited from providing and the Committee may delegate to one or more independent members of the Committee the authority to preapprove non-audit services, provided that such member(s) reports to the Committee at the next scheduled meeting such pre-approval and the members(s) complies with such other procedures as may be established by the Committee from time to time.

9. C. Financial Reporting Processes

10. In consultation with the external auditors and management, review the integrity of the organization's financial reporting processes both internal and external. Consider judgments concerning the appropriateness of the Corporation's accounting policies.

11. Consider and approve, if appropriate, major changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors or management.

12. Review risk management policies and procedures of the Corporation (i.e., hedging, litigation and insurance).

13. D. Process Improvement

14. Review with external auditors their assessment of internal controls, their written reports containing recommendations for improvement, and management's response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit, and upon completion of the audit, their reports upon the financial statements.

15. E. Ethical and Legal Compliance

16. 4 -

17. Ensure that management has the proper review system in place to ensure that the Corporation's financial statements, reports and other financial information disseminated to regulatory organizations and the public satisfy legal requirements.

18. Conduct and authorize investigations into any matters within the Committee's scope of responsibilities. The Committee shall be empowered to retain, and to set and pay compensation for any independent counsel and other professionals to assist in the conduct of any investigation, subject to the Board approving any expenditure in excess of $10,000 in this regard.

19. Perform any other activities consistent with this Charter, the Corporation's by-laws and governing law, as the Committee or the Board deems necessary or appropriate.