Tarku Resources Ltd.

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

INFORMATION CIRCULAR

FEBRUARY 4, 2021

TARKU RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL 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 and Special Meeting of shareholders of Tarku Resources Ltd. (the " Corporation ") will be held via a conference call (shareholders must compose the following number : Meeting ID: 899 0291 8204 Passcode: 479333 Dial by your location (Canada), 1-587-328-1099, 1-647 374-4685, 1-647-558-0588, 1-778-907-2071, 1-204-272-7920, 1-438-809-7799, on March 9, 2021 at 11:00 a.m. (Montreal time), for the following purposes:

to present to shareholders the financial statements of the Corporation for the year ended September 30, 2020, as well as the related auditor’s report;
to elect the directors of the Corporation;
to appoint the auditor of the Corporation and to authorize the Board of Directors to fix its remuneration;
to consider and, if deemed advisable, adopt a resolution to ratify and confirm the stock option plan of the Corporation;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the issuance of up to 5,275,000 common shares of the Corporation to 2176423 Ontario Ltd., a company controlled by Mr. Eric Sprott, on the exercise of a convertible debenture previously issued to 2176423 Ontario Ltd., which could result in a new “Control Person” of the Corporation, as such term is defined in the policies of the TSX Venture Exchange, as more particularly set out in the accompanying Circular ;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Continuance Resolution”), the full text of which is set out in Appendix B to the accompanying management information circular (the “Information Circular”), approving the continuance of the Corporation (the “Continuance”) into the federal jurisdiction of Canada under the Canada Business Corporations Act (the “CBCA”) and the repeal and replacement of the existing by-laws of the Corporation with a new By-Law upon completion of the Continuance;
to transact such other business that may properly come before the Meeting.

Pursuant to section 191 of the Business Corporations Act (Alberta), registered holders of common shares of the Corporation will have the right to dissent in respect of the Continuance Resolution and, if the Continuance becomes effective, to be paid by the Corporation the fair value of the common shares in respect of which a Registered Shareholder exercises such dissent right, determined as of the close

of business on the last business day before the day on which the Continuance Resolution was adopted. If a Registered Shareholder wishes to dissent with respect to the Continuance Resolution, a written notice of dissent must be received by the Corporation, at or before the Shareholders’ 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) February 4, 2021

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Julien Davy President and Chief Executive Officer

TARKU RESOURCES LTD.

(the "Corporation")

INFORMATION CIRCULAR

(Containing information as of February 4, 2021, 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.

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.

RECORD DATE

The Board of Directors of the Corporation (the “ Board ”) fixed the close of business on February 2, 2021 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 53,074,038 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, 2020, 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 6,589,645
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 1,212,185
Director
Kyle Appleby [(2)]
Toronto (Ontario) President and Chief Executive September 1, 2020 -
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, President and CEO of Emgold November 11, 2020 -
Roseville (California) Mining Corporation
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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 May 25, 2020 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.

Except for, Mr. Appleby, the Chief Financial Officer 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.

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, 2021. In addition, for practical reasons, it is expedient at the Meeting to authorize the Board to fix the remuneration of the auditor.

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.

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 TSX Venture Exchange (the " TSXV "), the Plan must be approved annually by the shareholders at their Annual Meeting. 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.

5 – APPROVAL SHARE ISSUANCE AND NEW CONTROL PERSON

On October 30, 2020, Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 10,550,000 Units pursuant to the Private Placement for $1,055,000. Prior to the Private Placement, Mr. Sprott did not beneficially own or control any securities of the Corporation . As a result of the Private Placement, Mr. Sprott beneficially owns and controls 10,550,000 common shares of the Corporation and 5,275,000 Warrants representing approximately 19.9% of the issued and outstanding common shares of Tarku on a non-diluted basis and 27.1% on a partially diluted basis.

As defined by the TSXV, a “Control Person” means any person that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. Pursuant to the policies of the TSXV, if a Control Person is created as a result of the acquisition of securities of an issuer, the TSXV will require the issuer to obtain the approval of a majority of the shareholders of the issuer, not including the shares held by such potential Control Person and its associates and affiliates (“ Disinterested Shareholders ”), for the issuance of securities that could result in the creation of such Control Person.

At the Meeting, Disinterested Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution approving the issuance of up to 5,275,000 commons share of the Corporation on the exercise of the Warrants and the potential creation of a new Control Person (the “Control Person Resolution”). To be adopted, the Control Person Resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting by Disinterested Shareholders. Management of the Corporation believes that it is in the best interest of the Corporation to approve the Control Person Resolution, Disinterested Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following Control Person Resolution:

“BE IT RESOLVED THAT:

the issuance of up to 10,550,000 common shares of the Corporation on the conversion of the Debenture and the potential creation of a new Control Person of the Corporation, as such term is defined in the policies of the TSXV, be and are hereby authorized and approved; and
any one director or officer of the Corporation is hereby authorized, for and on behalf of the Corporation, to execute and deliver all such further agreements, documents and instruments and to do all such other acts and things as such director or officer may
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determine to be necessary or advisable for the purpose of giving full force and effect to the provisions of this resolution, the execution and delivery by such trustee, director or officer of any such agreement, document or instrument or the doing of any such act or thing being conclusive evidence of such determination.”

The Board unanimously recommends that the shareholders vote FOR the Control Person Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Control Person Resolution.

The persons named in the accompanying proxy form will vote FOR the resolution confirming the Approval of a new control person unless the shareholder signing the proxy has indicated his/her/its intention to vote against it.

6 – APPROVAL THE CONTINUANCE UNDER THE CBCA

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution substantially in the form annexed hereto as Schedule "A" (the " Continuance Resolution ") authorizing the Board to continue (the " Continuance ") the Corporation out of the Province of Alberta and into the jurisdiction of Canada and be registered as a Canadian Business Corporation Act (“ CBCA ”) corporation. The Board believes that it is in the best interests of the Corporation to continue into a CBCA corporation.

To be effective, the Continuance Resolution must be passed by the affirmative vote of 66 2/3% of the votes cast by shareholders, present in person or by proxy at the Meeting. The Continuance, if approved, will change the legal domicile of the Corporation and will affect certain of the rights of Shareholders as they currently exist under the ABCA. Accordingly, Shareholders should consult their own independent legal advisors regarding implications of the Continuance, which may be of particular importance to them. A Shareholder has Continuance Dissent Rights. Any shareholder that exercises Continuance Dissent Rights will be unable to exercise Arrangement Dissent Rights. See “Continuance Dissent Rights”

Reasons for the Continuance

For corporate and administrative reasons, the Board is of the view that it would be appropriate to continue the Corporation as a CBCA corporation. The Corporation has no material assets in Province of Alberta. In addition, since the head office of the Corporation we be located in Quebec, the Continuance will provide the Corporation with more flexibility as it grows its business as there are no requirements for the head office of a company existing under the CBCA.

Procedure to Effect the Continuance

In order to effect the Continuance, the following steps must be taken:

a) the common shareholders must approve the Continuance Resolution at the Meeting, authorizing the Corporation to, among other things, file the Continuance Application with the CBCA Director (the “ Director ”);
b) the Registrar of Corporations under the ABCA (the " ABCA Registrar ") must approve the proposed Continuance under the CBCA, upon being satisfied that the Continuance will not adversely affect creditors or shareholders of the Corporation;
c) the Corporation must apply for a certificate of continuance under the CBCA; and
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d) the Corporation must file a notice of continuance with the ABCA Registrar, who will then issue a certificate of discontinuance.

Pursuant to the ABCA, the Corporation is deemed to cease to be a corporation within the meaning of the ABCA on and after the date on which it is deemed to be continued under the laws of the CBCA pursuant to the issuance of the Certificate of Continuance from the BCBCA Registrar.

Schedule "C" contains a summary of differences between the ABCA and the CBCA.

The Board may determine not to proceed with the Continuance at any time before the Meeting or after receiving approval of the Continuance Resolution at the Meeting but prior to the issuance of a certificate of continuance, without further action on the part of shareholders.

Continuance Dissent Rights

The following description of the rights of Dissenting Shareholders with respect to the Continuance is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of such holder’s common shares and is qualified in its entirety by the reference to the text of section 191 of the ABCA. A Dissenting Shareholder who intends to exercise Continuance Dissent Rights should carefully consider and comply with the provisions of section 191 of the ABCA. Failure to comply with the provisions of that section and to adhere to the procedures established therein may result in the loss of all rights thereunder.

A registered shareholder is entitled, in addition to any other rights the holder may have, to dissent and to be paid by the Corporation the fair value of the common shares held by the holder in respect of which the holder dissents, determined as of the close of business on the last business day before the day on which the Continuance Resolution was adopted.

Only registered shareholders may dissent. Persons who are beneficial shareholders who wish to dissent should be aware that they may only do so through the registered shareholder. Accordingly, a beneficial shareholder desiring to exercise Continuance Dissent Rights must make arrangements for the common shares beneficially owned by such beneficial shareholder to be registered in the name of such beneficial shareholder prior to the time the written objection to the Continuance Resolution is required to be received by the Corporation or, alternatively, make arrangements for the registered shareholder to dissent on behalf of the beneficial shareholder.

A Dissenting Shareholder must send to The Corporation a written objection to the Continuance Resolution (a “ Continuance Dissent Notice ”), which Continuance Dissent Notice must be received by the Corporation at its registered office, at or before the Meeting. The ABCA does not provide, and The Corporation will not assume, that a vote against the Continuance Resolution constitutes a Continuance Dissent Notice. A registered shareholder may not exercise the right to dissent in respect of only a portion of such holder’s common shares, but may dissent only with respect to all of the common shares held by the holder.

An application may be made to the Court of Queen’s Bench of Alberta (the “Court”) by the Corporation or by a Dissenting Shareholder after adoption of the Continuance Resolution to fix the fair value of the Dissenting Shareholder’s common shares. If such an application to the Court is made by either the Corporation or a Dissenting Shareholder, the Corporation must, unless the Court otherwise orders, send to each Dissenting Shareholder an offer to pay such person an amount considered by the Board to be the fair value of the common shares held by such Dissenting Shareholder. The offer, unless the Court otherwise orders, will be sent to each Dissenting Shareholder at least 10 days before the date on

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which the application is returnable, if the Corporation is the applicant, or within 10 days after the Corporation is served with notice of the application, if a Dissenting Shareholder is the applicant. The offer will be made on the same terms to each Dissenting Shareholder and will be accompanied by a statement showing how the fair value was determined. A Dissenting Shareholder may make an agreement with the Corporation for the purchase of such Dissenting Shareholder’s common shares in the amount of the Corporation’s offer (or otherwise) at any time before the Court pronounces an order fixing the fair value of the common shares.

A Dissenting Shareholder is not required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application and appraisal. On the application, the Court will make an order fixing the fair value of the common shares of all Dissenting Shareholders who are parties to the application, giving judgment in that amount against The Corporation and in favour of each of those Dissenting Shareholders, and fixing the time within which the Corporation must pay that amount payable to the Dissenting Shareholders. The Court may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder calculated from the date on which the Dissenting Shareholder ceases to have any rights as a Shareholder until the date of payment.

On the Continuance becoming effective, or upon the making of an agreement between the Corporation and the Dissenting Shareholder as to the payment to be made by the Corporation to the Dissenting Shareholder, or the pronouncement of a Court order, whichever first occurs, the Dissenting Shareholder will cease to have any rights as a shareholder other than the right to be paid the fair value of such Dissenting Shareholder’s common shares in the amount agreed to between the Corporation and the Dissenting Shareholder or in the amount of the judgment, as the case may be. Until one of these events occurs, the Dissenting Shareholder may withdraw such holder’s dissent, or if the Continuance has not yet become effective the Corporation may rescind the Continuance Resolution, and, in either event, the dissent and appraisal proceedings in respect of that Dissenting Shareholder will be discontinued.

The Corporation shall not make a payment to a Dissenting Shareholder under section 191 of the ABCA if there are reasonable grounds for believing that the Corporation is or would after the payment be unable to pay its liabilities as they become due, or that the realizable value of the assets of the Corporation would thereby be less than the aggregate of its liabilities. In such event, the Corporation shall notify each Dissenting Shareholder that it is lawfully unable to pay Dissenting Shareholders for their common shares in which case the Dissenting Shareholder may, by written notice to The Corporation within 30 days after receipt of such notice, withdraw such holder’s written objection, in which case such Dissenting Shareholder shall be deemed to have participated in the Continuance as a shareholder.

If the Dissenting Shareholder does not withdraw such holder’s written objection such Dissenting Shareholder retains status as a claimant against the Corporation to be paid as soon as the Corporation is lawfully entitled to do so or, in a liquidation, to be ranked subordinate to creditors but prior to its shareholders.

All common shares held by shareholders who validly exercise their Continuance Dissent Rights will, if the holders are ultimately entitled to be paid the fair value thereof, be deemed to be transferred to the Corporation on the effective date of the Continuance in exchange for the right to be paid the fair value as of the close of business on the last Business Day before the Continuance Resolution is approved by holders of common shares. If such Dissenting Shareholders ultimately are not entitled to be paid the fair value for the common shares, such Dissenting Shareholders will be deemed to have participated in the Continuance on the same basis as a non-dissenting holder of common shares notwithstanding the provisions of section 191 of the ABCA. The above summary does not purport to provide a

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comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their common shares.

Section 191 of the ABCA requires adherence to the procedures established therein and failure to do so may result in the loss of all rights thereunder. Accordingly, each Dissenting Shareholder who is considering the right to dissent and appraisal should carefully consider and comply with the provisions of that section and consult their own legal advisor. It is strongly encouraged that any shareholder wishing to dissent seek independent legal advice, as the failure to strictly comply with the provisions of the ABCA, may prejudice such shareholder’s right to dissent.

Effect of the Continuance

The Corporation is currently a corporation incorporated under the ABCA. Assuming that the Continuance Resolution is approved at the Meeting, it is expected that an application will be filed with Director for the continuance of the Corporation under the BCBCA and the procedures outlined above will begin as soon as practicable thereafter, as determined by the Board in its sole discretion, in order to give effect to the Continuance. Upon the issuance of a Certificate of Continuance under the CBCA, the Continuance will become effective (the " Continuance Effective Date ") and the Corporation will become subject to the CBCA as if it had been incorporated under the CBCA and the notice of articles and articles filed as part of the Continuance will become the constitutional documents of the Corporation. The Corporation will continue under the CBCA under its existing name.

Prior to the Effective Date and after giving effect to the Continuance, the Corporation’s legal domicile will be Canada, and the Corporation will no longer be subject to the provisions of the ABCA.

By operation of law under the CBCA, all of the assets, property, rights, liabilities and obligations of the Corporation immediately prior to the Continuance will continue to be the assets, property, rights, liabilities and obligations of the Corporation after the Continuance.

The Continuance will not affect the Corporation's status as a reporting issuer under the securities legislation of the Provinces of Alberta, British Columbia, Ontario and Saskatchewan and the Corporation will remain subject to the requirements of such legislation.

The Shareholders are entitled to dissent rights with respect to the Continuance pursuant to the ABCA. Shareholders should refer to the section in this Circular entitled General Proxy Information – Dissent Rights as well as Schedule "A" for a summary of these rights.

The Board of directors unanimously recommends that shareholders vote in favour of the Continuance Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Continuance Resolution.

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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
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.

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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.

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.

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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	2020 2019 2018	104,000 96,000 86,400	n/a n/a n/a	17,460(1) 32,157(2) 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	121,460 128,157 86,400
Jeff Sheppard(4) CFO	2020 2019 2018	63,440 60,000 60,000	n/a n/a n/a	17,460(1) 26,127(2) 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	80,900 86,127 60,000

(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 0.26%, (b) forecast volatility: 158.94%, (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: 0.62%, (b) forecast volatility: 159.32%, (c) average dividend per share: 0 %, (d) expected life: 5 years

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

(4) Mr. Sheppard was appointed CFO on October 19, 2016 and resigned 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	123,076 180,000	0.10 0.11	March 13, 2024 July 30, 2025	n/a n/a	n/a n/a	n/a n/a	n/a n/a
Jeff Sheppard	76,923 100,000 180,000	0.10 0.10 0.11	October 26, 2021 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

(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, 2020 less the respective exercise price of the options.

(2) All information provided in the table takes into account the consolidation of the common shares effective as of February 7, 2020.

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.

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Name Julien Davy Jeff Sheppard	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 ($)
	17,460	n/a	n/a
	17,460	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.

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 ($)
Benoit Lafrance(1	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Timothy Termuende	n/a	26,190	n/a	n/a	n/a	n/a	26,190
Bernard Lapointe	n/a	17,460	n/a	n/a	n/a	n/a	17,460
Barry Chappell(1)	n/a	n/a	n/a	n/a	n/a	n/a	n/a

1) Mr. Chappell resigned as director on February 3, 2020.
2) Mr. Lefrance did not stand for re-election at the May 2020 AGM.
3) Mr. Lapointe received consulting fees of $25,000, not in his 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 ($)	Market or payout value of vested share-based awards not paid out or distributed ($)

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Timothy Termuende	38,461 53,846 270,000	0.10 0.10 0.11	October 26, 2021 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
Bernard Lapointe	100,000 180,000	0.10 0.11	March 13, 2024 July 30, 2025	n/a n/a	n/a n/a	n/a n/a	n/a n/a

(2) All information provided in the table takes into account the consolidation of the common shares effective as of February 7, 2020.

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 ($)
Benoit Lafrance	n/a	n/a	n/a
Timothy Termuende	26,190	n/a	n/a
Bernard Lapointe	17,460	n/a	n/a
Barry Chappell	n/a	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 $1,000,000 per year and a deductible of $15,000 per claim. The total premium paid during the financial year ended September 30, 2020 was $5,270, plus applicable taxes.

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	1,594,611	0.38	1,212,793
Equity compensation plans not approved by security holders	n/a	n/a	n/a

1) All information provided in the table takes into account the consolidation of the common shares effective as of February 7, 2020.

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.

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The principal provisions of the Plan are the following:

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;
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;
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;
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;
The options are not transferable and cannot be exercised more than ten (10) years after the date of grant;
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; and
The proceeds from the exercise of the options will be used for the working capital of the Corporation.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

During the fiscal year ended September 30, 2020, 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.

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

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members. Each reporting issuer must disclose on an annual basis the corporate governance practices that it has adopted.

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  Emgold Mining Corporation (TSXV)  Oakley Ventures Inc. (CSE)
Kyle Appleby  Captor Capital Corp. (CSE)  URU Metals Limited (AIM)

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 “A”.

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, 2020 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
September 30, 2020	18,000	220	n/a	6,500	24,720
September30,2019	15,000	183	n/a	6,500	21,683

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, 2020 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.

ADDITIONAL INFORMATION

Additional financial information is provided in the financial statements and the Management’s report for the year ended September 30, 2020. 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:

224 – 4th Avenue South, suite 602 Saskatoon, Saskatchewan, S7K 5M5 Tel: 306-653-2692

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, February 4, 2021

BY ORDER OF THE BOARD

(s) Julien Davy

Julien Davy, President and CEO

SCHEDULE A

CONTINUANCE RESOLUTION

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the continuance of the Corporation into the federal jurisdiction of Canada under the Canada Business Corporations Act (the “ CBCA ”) is authorized and approved;
the Corporation make application to the Director (the “ CBCA Director ”) appointed under the CBCA for a certificate of continuance, continuing the Corporation as a corporation to which the CBCA applies and in connection therewith make an application to the Registrar of Corporations of Alberta (the “Alberta Registrar”) for authorization to apply for a certificate of continuance under the CBCA and for a certificate of discontinuance under the Business Corporations Act (Alberta) (the “ABCA”);
1. the board of directors of the Corporation is authorized, in its sole discretion, to abandon the application for a certificate of continuance continuing the Corporation as a corporation to which the CBCA applies, or determine not to proceed with the continuance, without further approval of the shareholders of the Corporation any time prior to the endorsement by the CBCA Director of a certificate of continuance; and
any officer or director of the Corporation is authorized, for and on behalf of the Corporation, to execute and deliver such documents and instruments and to take such other actions as such officer or director may determine to be necessary or advisable to implement this special resolution and the matters authorized hereby including, without limitation, the execution and filing of articles of continuance and any forms prescribed or contemplated by the CBCA with the CBCA Director and the execution and filing with the Alberta Registrar of an application to continue in another jurisdiction and evidence of the continuation under CBCA and delivery of such documents or instruments and the taking of any such actions necessary for the Alberta Registrar to issue a certificate of discontinuance under the ABCA.
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SCHEDULE B

COMPARISON OF SHAREHOLDER RIGHTS

If the Continuance is approved and completed, the Corporation will be governed by the CBCA instead of the ABCA. While the rights of shareholders under the CBCA are broadly similar to those under the ABCA, there are a number of variations in the rights afforded to shareholders under the two pieces of legislation. The following is a summary of certain similarities and differences between the CBCA and the ABCA on matters pertaining to shareholder rights. This summary is not exhaustive and is of a general nature only and is not intended to be, and should not be construed to be, legal advice to Shareholders. Accordingly, Shareholders should consult their professional advisors with respect to the detailed provisions of the CBCA and their rights under it.

Board of Directors

Under the ABCA, at least one-quarter of a corporation’s directors, and at least one-quarter of the members of any committee of directors, must be resident Canadians. Under the CBCA, at least onequarter of a corporation’s directors must be resident Canadians; however, there is no similar requirement for committees of directors.

Place of Meetings

The ABCA provides that a meeting may be held outside Alberta where all shareholders entitled to vote at such a meeting so agree. The CBCA provides that a meeting of shareholders may be held outside Canada if the place is specified in the articles or where all the shareholders entitled to vote at such a meeting so agree.

Financial Assistance

The ABCA requires disclosure of financial assistance given by a corporation to shareholders or directors of the corporation or its affiliates, or to any of their associates, and in connection with the purchase of shares of the corporation or an affiliated corporation. The CBCA has no such requirement.

Shareholder Proposals

Both the ABCA and the CBCA provide for shareholder proposals. Under the CBCA, a registered or beneficial owner of shares entitled to be voted at a meeting may submit a proposal, although the registered or beneficial shareholder must either: (i) have owned for six months not less than 1% of the total number of voting shares or voting shares with a fair market value of a least $2,000, or (ii) have the support of persons who have owned for six months not less than 1% of the total number of voting shares or voting shares with a fair market value of at least $2,000.

Record Date for Voting

The ABCA permits a transferee of common shares after the record date for a shareholder meeting, not later than 10 days before the shareholder meeting, to establish a right to vote at the meeting by providing evidence of ownership of common shares and demanding that the transferee’s name be placed on the voting list in place of the transferor. The CBCA does not have an equivalent provision.

Rights of Dissent

Under both the ABCA and the CBCA, shareholders have substantially the same rights of dissent if a corporation resolves to effect certain fundamental changes. However, under the CBCA, the corporation must, within ten days of the resolution to which the shareholder dissents being adopted, send notice to the dissenting shareholder. The dissenting shareholder, within 20 days of receiving notice from the corporation or, if such notice was not received, within 20 days after learning that the resolution has been adopted, must send the corporation notice of his demand for payment of the fair value of his shares, the number and class of shares in respect of which the shareholder dissents and his relevant personal information. Within 30 days of this notice, the dissenting shareholder must send the corporation, or its Transfer Agent, his share certificates. No more than seven days after the later of the day on which the resolution is effective and the day the corporation receives notice from the dissenting shareholder, the corporation must make an offer to pay. The corporation or the dissenting shareholder may apply to the court to fix a fair value for the shares of the dissenting shareholder. J-2 Under the ABCA, a dissenting shareholder may send a corporation a written objection to a resolution affecting a fundamental change at or before any meeting of shareholders at which the resolution is to be voted on. Once the resolution is adopted the dissenting shareholder may make application to the court to fix the fair value of his shares. If an application is made to the court, the corporation must send an offer to pay to each dissenting shareholder an amount considered by the directors to be the fair value of the shares. The dissenting shareholder may accept the offer to pay from the corporation or wait for an order from the court fixing the fair value of the shares. The dissent rights under the ABCA apply to the Continuance Resolution.

Sale of Property

Under both the ABCA and the CBCA, any proposed sale, lease or exchange of all or substantially all of the property of a corporation, other than in the ordinary course of business, must be approved by a special resolution passed by not less than two-thirds of the votes cast by shareholders voting in person or by proxy at a meeting of shareholders. The holder of shares of a class or series of shares of a corporation are entitled to vote separately as a class or series in respect of such a sale, lease or exchange if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

Amendments to the Articles of the Corporation

Under both the ABCA and the CBCA, certain fundamental changes to the articles of a corporation, such as an alteration of any restrictions on the business carried on by the corporation, changes in the name of the corporation, increases or decreases in the authorized capital, the creation of any new classes of shares and changes in the jurisdiction of incorporation, must be approved by a special resolution passed by a majority of not less than two-thirds of the votes cast by shareholders voting in person or by proxy at a meeting of the shareholders of the corporation.

Oppression Remedies

Under the ABCA and the CBCA, a shareholder, former shareholder, director, former director, officer or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, may apply to a court to rectify the matters complained of where in respect of a corporation or any of its affiliates: (i) any act or omission of a corporation or its affiliates effects a result; (ii) the business or affairs of a corporation or any of its affiliates are or have been carried on or conducted in a manner; or (iii) the powers of a corporation or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any securityholder, creditor, director or officer.

Shareholders’ Derivative Action

Under the ABCA and the CBCA, a shareholder, former shareholder, director, former director, officer or former officer of a corporation or its affiliates who, in the discretion of the court, is a proper person to do so, may apply for the court’s leave to: (i) bring a derivative action in the name and on behalf of a corporation or any of its subsidiaries; or (ii) intervene in the action to which a corporation or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of a corporation or the subsidiary.

Register of Individuals with Significant Control

Under the CBCA, corporations are required to maintain a register of individuals with significant control and deliver such register to any investigative body, including any police force, the Canada Revenue Agency or similar provincial body, and certain prescribed bodies as set out from time to time, as soon as feasible after a request is served or deemed to be received by the corporation by the investigative body. “Significant control” is defined as shareholders with ownership or control over 25% or more of the outstanding shares of a corporation measured by voting control or fair market value. This register includes information such as the individual shareholders’ date of birth, last known address and jurisdiction for tax purposes. Shareholders must reply as accurately and completely as possible as soon as feasible after a request by a corporation for any information required for the purposes of the register of individuals with significant control. Under the ABCA, no similar requirements exist.

SCHEDULE C

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 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
7 -
Be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
Recommend to the Board the external auditors to be nominated for appointment by the shareholders.
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.
On an annual basis, review and discuss with the auditors all significant relationships the auditors have with the Corporation to determine the auditors' independence.
Review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.
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.
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.
Consider, in consultation with the external auditor, the audit scope and plan of the external auditor.
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.

C. Financial Reporting Processes

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

D. Process Improvement

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.
8 -
E. Ethical and Legal Compliance
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.
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.
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.

AI assistant

Tarku Resources Ltd. — Proxy Solicitation & Information Statement 2021

46971_rns_2021-02-09_8685cf24-7356-4477-84cb-f5b3a803b8c1.pdf

TARKU RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

INFORMATION CIRCULAR

FEBRUARY 4, 2021

TARKU RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

TARKU RESOURCES LTD.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

REQUIRED QUORUM

APPOINTMENT OF PROXYHOLDER AND RIGHT OF REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

INFORMATION FOR BENEFICIAL SHAREHOLDERS

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

RECORD DATE

VOTING SECURITIES AND PRINCIPAL HOLDERS

INTEREST OF CERTAIN PERSONS IN MATTERS ON THE AGENDA

DETAILS OF MATTERS TO BE DEALT WITH AT THE MEETING

1 – FINANCIAL STATEMENTS

2 – ELECTION OF DIRECTORS

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

4 - RATIFICATION AND CONFIRMATION OF THE STOCK OPTION PLAN

5 – APPROVAL SHARE ISSUANCE AND NEW CONTROL PERSON

6 – APPROVAL THE CONTINUANCE UNDER THE CBCA

Reasons for the Continuance

Procedure to Effect the Continuance

Continuance Dissent Rights

Effect of the Continuance

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

A – EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Interpretation

Objectives of the Compensation Program

Purpose of the Compensation Program

Elements of the Compensation Program

Setting the amount of each component of the compensation program

Base Salary

Stock Options

Link to Overall Compensation Objectives

Compensation and Risk Management

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Value Vested or Earned during the year

Pension Plan Benefits

Termination and Change of Control Benefits

B – DIRECTORS

Summary Compensation Table

Incentive plan Awards

Outstanding Share-based Awards and Option-based Awards

Value vested or earned during the year

DIRECTORS AND OFFICERS LIABILITY INSURANCE

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

STOCK OPTION PLAN

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE PRACTICES

Board of Directors

1. Independent Directors

2. Non Independent Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Evaluation

AUDIT COMMITEE

Charter

Composition

Relevant training and experience

Pre-Approval Policies and Procedures

Audit Committee Oversight

External Auditor Service Fees

Reliance on Certain Exemptions

Tarku Resources Ltd. Proxy Solicitation & Information Statement 2021