Tesoro Minerals Corp.

Suite 1005, 409 Granville Street Vancouver, BC V6C 1T2 Telephone : (604) 983-8848

INFORMATION CIRCULAR

(All information is as at May 15, 2024 and in Canadian dollars, unless indicated otherwise)

GENERAL INFORMATION

This Management Information Circular (“Circular”) is provided in connection with the solicitation by the management of Tesoro Minerals Corp. (the “Corporation”) of proxies (“Proxies”) from registered shareholders and voting instruction forms (“VIFs”) from the beneficial shareholders (collectively, the “Shareholders”) of common shares of the Corporation (“Shares”) in respect of the annual general and special meeting of Shareholders (the “Meeting”) to be held at the time and place and for the purposes set out in the notice of meeting (the “Notice of Meeting”).

SOLICITATION OF PROXIES

Although it is expected that the solicitation of Proxies and VIFs will be conducted primarily by mail, Proxies and VIFs may also be solicited personally or by telephone, facsimile or other proxy solicitation services. The costs of the solicitation of Proxies and VIFs will be borne by the Corporation.

The Corporation has given the Notice of Meeting in accordance with the procedures of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). In accordance with NI 54-101, the Corporation has sent the Proxy solicitation materials directly to its registered Shareholders.

Pursuant to NI 54-101, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries and other intermediaries (collectively, the “ Intermediaries ”) to forward the Corporation’s Proxy solicitation materials to each of the unregistered beneficial owners of the Shares, held on their behalf by Intermediaries that have consented to allow their addresses to be provided to the Corporation (“ NOBOs ”). The Corporation may reimburse Intermediaries for reasonable fees and disbursements incurred to deliver the Corporation’s Proxy solicitation materials.

The Corporation does not intend to pay Intermediaries to forward the Corporation’s Proxy solicitation materials to those beneficial Shareholders that have refused to allow their address to be provided to the Corporation (“ OBOs ”). Accordingly, OBOs will not receive the Corporation’s Proxy solicitation materials unless their respective Intermediaries assume the cost of forwarding such documents to them.

None of the directors of the Corporation have informed the Corporation’s management in writing that they intend to oppose the approval of any of the matters set out in the Notice of Meeting.

REGISTERED SHAREHOLDERS

Only persons registered as Shareholders in the Corporation’s Central Security Register maintained by its registrar and transfer agent, or duly appointed proxyholders of registered Shareholders (“ Proxyholders ”) will be recognized, may make motions or may vote at the Meeting.

BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance as many shareholders do not hold Shares in their own name.

Shareholders holding their Shares through Intermediaries, or otherwise not holding their Shares in their own name (referred to in this Circular as “ Beneficial Shareholders ”) should note that only Proxies deposited by Shareholders appearing on the records maintained by the Corporation’s transfer agent as registered holders of Shares will be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, those Shares, in all likelihood, will not be registered in the Shareholder’s name and that Shareholder will be a Beneficial Shareholder. Shares held by Intermediaries and their agents and nominees on behalf of their clients can only be voted at the direction of their Beneficial Shareholders. Without specific instructions, Intermediaries and their agents and nominees are prohibited from voting shares for their clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting .

If you are a Beneficial Shareholder :

You should carefully follow the instructions of your Intermediary in order to ensure that your Shares are voted at the Meeting. The form of VIFs that will be supplied by your Intermediary will be similar to the Proxy provided to registered Shareholders by the Corporation and will be restricted as to the number of Shares beneficially owned by you but which will otherwise not be completed. Should you wish to attend and vote at the Meeting in person (or have another person attend and vote on your behalf), you should strike out the person named in the VIF and insert your name or such other person’s name in the blank space provided.

Most Intermediaries now delegate responsibility for obtaining instructions from NOBOs and OBOs to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada and in the United States. Broadridge mails a voting instruction form (a “ VIF ”) in lieu of the Proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s Proxy to represent your Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation) other than the persons designated in the VIF to represent your Shares at the Meeting, and that person may be you. To exercise this right, carefully follow the instructions to this effect provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Shares directly at the Meeting without taking additional steps - the VIF must be returned to Broadridge, in accordance with its instructions, well in advance of the Meeting, in order to have your Shares voted or to have an alternate representative duly appointed to attend and vote your Shares at the Meeting.

UNITED STATES SHAREHOLDERS

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

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

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES AND VIFS

Only persons registered as Shareholders in the Corporation’s central security register maintained by its registrar and transfer agent or duly appointed proxyholders of registered Shareholders will be recognized or may make motions or vote at the Meeting.

The persons named (the “ Management Designees ”) in the Proxy or VIF have been selected by the board of directors of the Corporation (the “ Board ”) and the Management Designees have agreed to represent, as Proxyholders, Shareholders appointing them.

A Shareholder has the right to designate a person (who need not be a Shareholder and, for a VIF, can be the appointing Shareholder) other than the Management Designees as their Proxyholder to represent them at the Meeting. Such right may be exercised either by inserting the name or names of such persons in the blank space provided in the proxy form or VIF, or, if the Shareholder is a registered Shareholder by completing another suitable proxy form . Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as Proxyholder and provide instructions on how their Shares are to be voted. The nominee should bring personal identification with them to the Meeting.

A Shareholder may indicate the manner in which the Proxyholders are to vote on behalf of the Shareholder, if a poll is held, by marking an “X” in the appropriate space of the Proxy. If both spaces are left blank, the Proxy will be voted as recommended by management.

The Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting. As at the date of this Circular, the Corporation’s management is not aware that any amendments or variations are to be presented at the Meeting. If any amendments or variations to such matters should properly come before the Meeting, the Proxies hereby solicited will be voted as recommended by management.

To be valid, the Proxy or VIF must be dated and executed by the Shareholder or by an attorney authorized in writing to execute the Proxy or VIF on the Shareholder’s behalf. Where the Proxy or VIF is executed by such an attorney, proof of authorization must be attached. The completed Proxy or VIF must then be returned in accordance with its instructions. Proxies (but not VIFs, unless the VIF has Computershare’s name and address on the top right corner of the first page) and proof of authorization can also be delivered to the Corporation’s transfer agent, Computershare Investor Services Inc. (Attn: Proxy Department), by fax within North America at 1-866-249-7775, outside North America at (+1) 416-263-9524, by mail to 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, Canada or by hand delivery to 3[rd] Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 at least 48 hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Proxies and VIFs received after that time may be accepted or rejected by the Chairman of the Meeting at the Chairman’s discretion, and the Chairman is under no obligation to accept or reject late submissions.

A Proxy will be revoked by a Shareholder personally attending at the Meeting and voting their Shares. A Shareholder may also revoke their Proxy in respect of any matter upon which a vote has not already been held by depositing an instrument in writing (which includes a Proxy bearing a later date) executed by the Shareholder or by their authorized attorney in writing, or, if the Shareholder is a company, under its corporate seal by an officer or attorney thereof duly authorized, at the office of the transfer agent at one of Computershare’s addresses set out above, the office of the Corporation (Attn: Anna Dalaire) at Suite 1005, 409 Granville Street, Vancouver, British Columbia, V6C 1T2 or the registered office of the Corporation at Osler, Hoskins & Harcourt LLP, Bentall Four, Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1K8, (or by fax to (778) 785-2745) at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or by depositing the instrument in writing with the Chairman of such Meeting, prior to the commencement of the Meeting or of any adjournment thereof. VIFs may only be revoked in accordance with their specific instructions.

VOTING OF PROXIES AND VIFS

Voting at the Meeting will be by a show of hands, each registered Shareholder or their respective Proxyholder having one vote, unless a poll is required or requested, whereupon each registered Shareholder or their respective Proxyholder is entitled to one vote for each Share held or represented.

Each Shareholder may instruct their Proxyholder how to vote their Shares by completing the blanks on the Proxy or VIF. All Shares represented at the Meeting by properly executed Proxies and VIFs will be voted or withheld from voting when a poll is requested or required and, where a choice with respect to any matter to be acted upon has been specified in the Proxy or VIF, such Shares will be voted in accordance with such specification. In the absence of any such specification on the Proxy or VIF as to voting, the Management Designees, if named as Proxyholder or nominee, will vote as recommended by management.

The Proxy or VIF confers discretionary authority upon the Management Designees, or other person named as Proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. To approve a motion proposed at the Meeting a majority of greater than 50% of the votes cast will be required (an “ ordinary resolution ”) unless the motion requires a “special resolution” in which case a majority of 66⅔% of the votes cast will be required.

QUORUM

The Corporation’s Articles provide that a quorum for the transaction of business at any meeting of Shareholders is one person who is, or who represents by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Shares, which are the only shares entitled to be voted at the Meeting. The Board of the Corporation has, by resolution, fixed the close of business on May 15, 2024 as the record date (the “ Record Date ”) of the Meeting, being the date for determination of the registered holders of Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

As at the Record Date, the Corporation had 111,662,549 Shares issued and outstanding. Shareholders are entitled to one vote for each Share held. As at the Record Date, there are no Shares held in escrow.

To the knowledge of the directors and executive officers of the Corporation, no person beneficially owns, or exercises control or direction, directly or indirectly, over Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company which have the right to vote in all circumstances issued and outstanding Shares as at the Record Date.

STATEMENT OF EXECUTIVE COMPENSATION

Canadian securities legislation requires the disclosure of the compensation received by each Named Executive Officer of the Corporation. In this section, “Named Executive Officer” (“ NEO ”) means (a) the Chief Executive Officer (the “ CEO “) and the Chief Financial Officer (the “ CFO ”); (b) each of the three most highly compensated executive officers of the Corporation and its subsidiaries, other than the CEO and CFO, who served as executive officers at the end of the most recently completed fiscal year and whose total compensation exceeded Cdn$150,000; and (c) any additional individuals for whom disclosure would have been provided under (b) but for the fact the individual was not serving as an executive officer of the Corporation or its subsidiaries at the end of the most recently completed fiscal year end.

The Corporation had two NEOs during the financial year ended October 31, 2023, namely, Cyrus Driver, the Corporation’s current CFO and Scott McLean, the Corporation’s Interim President & CEO.

Compensation Discussion and Analysis

Executive compensation is based upon the need to provide a compensation package that will allow the Corporation to attract and retain qualified and experienced executives, balanced with a pay-for-performance philosophy. Compensation for this fiscal year is and prior fiscal years has historically been based upon a negotiated salary, with option-based awards and bonuses potentially being issued and paid as an incentive for performance.

As the Corporation does not have a compensation committee, the Board has the responsibility to administer compensation policies related to executive management.

The Board has not considered the implications of the risks associated with the Corporation’s compensation program. The Corporation intends to formalize its compensation policies and practices and will take into consideration the implications of the risks associated with the Corporation’s compensation program and how it might mitigate those risks.

The Corporation has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Corporation, none of the executive officers or directors have purchased such financial instruments.

Compensation Review Process

The Board is responsible for the compensation policies and guidelines for the Corporation and for implementing and overseeing compensation policies.

The Board reviews, on an annual basis, the cash compensation, performance and overall compensation package of each executive officer, including the NEOs. The Board makes decisions with respect to basic salary and participation in share compensation arrangements for each such executive officer. In considering compensation of executive officers, other than the CEO, the Board takes into account the recommendations of the CEO.

The Corporation does not have a compensation program with set benchmarks, however, the Corporation does have a compensation program which seeks to reward an executive officer’s current and future expected performance. Individual performance in connection with the achievement of corporate milestones and objectives is also reviewed for all executive officers.

Elements of Executive Compensation Program

The Corporation’s compensation program consists of the following elements:

(a) Base salary or consulting fees;
(b) Bonus payments; and
(c) Equity participation through the Corporation’s stock option plan.

Base Salary or Consulting Fees

Base salary ranges for executive officers were initially determined upon a review of companies within the mining industry, which were of the same size as the Corporation, at the same stage of development as the Corporation and considered comparable to the Corporation.

In determining the base salary of an executive officer, the Board considers the following factors:

(a) the particular responsibilities related to the position;
(b) the salaries paid by other companies in the mining industry which are similar in size as the Corporation;
(c) the experience level of the executive officer;

(d) the amount of time and commitment which the executive officer devotes to the Corporation; and
(e) the executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

Bonus Payments

Each of the executive officers, as well as all employees, is eligible for an annual bonus payment, payable in cash or through stock-based compensation. The amount paid is based on the Board’s assessment of the Corporation’s performance for the year. Other factors that the Board considers in determining bonus payments include individual performance, financial criteria (such as cash flow and share price performance) and operational criteria (such as significant mineral property acquisitions, resource growth and the attainment of corporate milestones).

The Corporation did not award any bonuses during its last completed financial year.

Equity Participation

Equity participation is accomplished through the Corporation’s stock option plan.

Option-based Awards

The Board is responsible for administering compensation policies related to the Corporation’s executive management, including with respect to option-based awards.

Stock Option Plan

Under the Stock Option Plan, the Corporation is authorized to grant stock options pursuant to which Shares may be purchased by directors, officers, employees and consultants of the Corporation up to a maximum of 10% of the issued and outstanding capital of the Corporation.

As of May 15, 2024, no stock options are issued or outstanding under the Stock Option Plan.

The purpose of the Stock Option Plan is to advance the interests of the Corporation by furthering the Corporation’s policy of motivating officers, directors and employees to participate in the Corporation’s growth and development.

The Board determined it to be in the best interest of the Corporation to proceed with the approval of a new omnibus equity incentive compensation plan on May 17, 2024 (the “ Plan ”) to replace its current Stock Option Plan. A copy of the Plan is attached as Schedule “A” to this Circular. The Plan provides for broader application of share-based compensation and reflects updated regulatory policies of the TSX Venture Exchange (“ TSX-V ”). Shareholders will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution, subject to regulator approval, approving the Plan at the Meeting. Additional information regarding the Plan is set out below under the section titled “ Particulars of Matters to be Acted Upon – Approval of Omnibus Equity Incentive Compensation Plan ” in the Circular.

Summary Compensation Table

The following information is presented in accordance with National Instrument Form 51102F6V – Statement of Executive Compensation – Venture Issuers , for the Corporation’s financial years ended October 31, 2023 and 2022.

Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
		Salary or		Committee or	Value of	All Other
Name and Position	Year	consulting fees ($)	Bonus ($))	Membership fees ($)	prerequisite s ($)	~~C~~ompens~~a~~	Total Compensation ($)
						tion ($)
Scott McLean Interim CEO, President and Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Cyrus Driver CFO and Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Antony Harwood Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Valeria Pascale Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Employment and Consulting Agreements

The Corporation has not entered into any employment or consulting agreements with its NEOs.

Incentive Plan Awards

Outstanding Share-based and Option-based Awards

As at October 31, 2023, the Corporation did not have any outstanding share-based awards or option-based awards under the Option Plan for the NEOs and directors.

Value of Share-Based or Option-Based Awards Vested or Earned During the Year

During the financial year ended October 31, 2023, no share-based awards or option-based awards were vested with respect to the NEOs and directors.

Pension Plan Benefits and Defined Contribution Plans

The Corporation does not have a pension plan, defined benefits plan, defined contribution plan or deferred compensation plan.

Termination and Change of Control Benefits

There are no compensatory plans, contracts or arrangements in place where an NEO is entitled to receive any payment from the Corporation in the event of (a) the resignation, retirement or any other termination of the officer’s employment with the Company or its

subsidiaries; (b) a change of control of the Company or any of its subsidiaries; or (c) a change in the officer’s responsibilities following a change in control.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as at the end of the Corporation’s last completed financial year, information regarding outstanding options, warrants and rights (other than those granted pro rata to all Shareholders) granted by the Corporation under its equity compensation plans.

Equity Compensation Plan Information

		Weighted average	Number of shares
	Number of shares	exercise price of	remaining available
	issuable upon exercise of	outstanding	for issuance under
	outstanding options,	options, warrants	equity compensation
Plan Category	warrants and rights(1)	and rights	plans(2)

Equity compensation plans approvedby Shareholders	Nil	N/A	9,901,754
Equity compensation plans not approvedby Shareholders	N/A	N/A	N/A
Total	Nil	N/A	9,901,754

Notes:

(1) Assuming outstanding options, warrants, bonus shares, and rights are fully vested.

(2) Excluding the number of Shares issuable upon exercise of outstanding options, warrants and rights shown in the second column.

CORPORATE GOVERNANCE

National Policy 58-101 Disclosure of Corporate Governance Practices of the Canadian securities administrators requires the Corporation to annually disclose certain information regarding its corporate governance practices. That information is disclosed below.

Board of Directors

The Board has responsibility for the stewardship of the Corporation including responsibility for strategic planning, identification of the principal risks of the Corporation’s business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Corporation’s internal control and management information systems.

The Board sets long term goals and objectives for the Corporation and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Board delegates the responsibility for managing the day-to-day affairs of the Corporation to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Corporation and its business. The Board is responsible for protecting Shareholders’ interests and ensuring that the incentives of the Shareholders and of management are aligned.

As part of its ongoing review of business operations, the Board reviews, as frequently as required, the principal risks inherent in the Corporation’s business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Board, the Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. The management of the Corporation is authorized to act without Board approval, on all ordinary course matters relating to the Corporation’s business.

The Board also monitors the Corporation’s compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution.

The Board is responsible for the appointment of the CEO, President and other senior management and monitoring of their performance.

The Board has not adopted a written mandate or code setting out the foregoing obligations, since it believes it is adequately governed by the requirements of applicable corporate and securities common and statute law which provide that the Board has responsibility for the stewardship of the Corporation. That stewardship includes responsibility for strategic planning, identification of the principal risks of the Corporation’s business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Corporation’s internal control and management information systems.

As of the date of this Circular, the Board considers that the following directors are “independent” in that they are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the director’s ability to act with the best interests of the Corporation, other than interests and relationships arising from shareholding: Antony Harwood and Valeria Pascale. The Board considers that Scott McLean, the Interim President & CEO of the Corporation, and Cyrus Driver, the CFO of the Corporation are not considered independent because they are members of management.

The Board of the Corporation facilitates its exercise of supervision over Corporation’s management through frequent meetings of the Board.

The Board does not hold regularly scheduled meetings without the non-independent directors and members of management. Since the beginning of the Corporation’s last financial year, the independent directors did not hold any ad hoc meetings without the non-independent directors and management.

When a matter being considered involves a director, that director does not vote on the matter. Also, the directors regularly and independently confer amongst themselves and thereby keep apprised of all operational and strategic aspects of the Corporation’s business.

The President and CEO is responsible for presiding over all meetings of the directors and Shareholders and acts as Chairman of the Board. He is not an independent director. However, independent directors have significant experience as directors and officers of publicly traded companies or as members of the financial investment community. Therefore, they do not require the guidance of an independent Chairman of the Board in exercising their duties as directors.

Descriptions of Roles

The Board has not established written descriptions of the positions of CEO or chair of any of the committees of the Board (except as may be set out in a charter applicable to a committee) as it feels they are unnecessary and would not improve the function and performance of the Board, CEO or committee. The role of chair is delineated by the nature of the overall responsibilities of the Board or the committee.

The Board has not set limits on the objectives to be met by the CEO, but believes that such limits and objectives should depend upon the circumstances of each situation and that to formalize these matters would be restrictive and unproductive.

Directorships

As of the date of this Circular, the current directors of the Corporation are presently a director of one or more other reporting issuers, as follows:

Name of Director	Other Issuer	Trading market
Cyrus Driver	Power Metals Corp. Superior Mining International Corporation Serrano Resources Ltd. Norra Metals Corp. Cobra Venture Corporation Wangton Capital Corp. Starr Peak Mining Ltd. Noram Lithium Corp. Kingman Minerals Ltd. BRS Resources Ltd	TSXV TSXV TSXV TSXV TSXV TSX TSXV TSXV TSXV TSXV
Scott McLean	Transition Metals Corp. SPC Nickel Corp.	TSXV TSXV
Antony Harwood	Montero Mining and Exploration Ltd. East Africa Metals Inc. AnorTech Inc.	TSXV TSXV TSXV

Orientation and Continuing Education

In order to orient new directors, the Board briefs all new directors with the policies of the Board, and other relevant corporate and business information.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the

Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Corporation’s auditor has full and unrestricted access to the Audit Committee at all times to discuss the audit of the Corporation’s financial statements and any related findings as to the integrity of the financial reporting process.

Under applicable corporate legislation, a director is required to act honestly and in good faith with a view to the best interest of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Corporation or an affiliate of the Corporation, (ii) is for indemnity or insurance for the benefit of the director in connection with the Corporation, or (iii) is with an affiliate of the Corporation. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Corporation at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Corporation for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Corporation and the contract or transaction be approved by the Shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

Nomination of Directors

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the Shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, show support for the Corporation’s mission and strategic objectives, and a willingness to serve.

Compensation

The Board as a whole conducts reviews with regard to the directors’ and the NEOs compensation once a year. To make its recommendation, the Board takes into account the types of compensation and the amounts paid to directors and the NEOs of comparable publicly traded Canadian companies. Members of the Board do not currently receive any remuneration for acting in such capacity.

Other Board Committees

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

Assessments

The Board has not established a process to regularly assess the Board and its committee with respect to their effectiveness and contributions. Nevertheless, their effectiveness is

subjectively measured on an ongoing basis by each director based on their assessment of the performance of the Board, its committee or the individual directors compared to their expectation of performance. In doing so, the contributions of an individual director are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

AUDIT COMMITTEE

National Instrument 52-110 Audit Committees (“ NI 52-110 ”) requires the Corporation’s Audit Committee to meet certain requirements. It also requires the Corporation to disclose certain information in this Circular regarding the Audit Committee. That information is disclosed below.

Overview

The Audit Committee of the Board is principally responsible for:

(a) recommending to the Board the external auditor to be nominated for election by the Corporation’s shareholders at each annual general meeting and negotiating the compensation of such external auditor;
(b) overseeing the work of the external auditor, including the resolution of disagreements between the auditor and management regarding the Corporation’s financial reporting;
(c) pre-approving all non-audit services to be provided to the Corporation’s, by the auditor;
(d) reviewing the Corporation’s annual and interim financial statements, MD&A and press releases regarding earnings before they are reviewed and approved by the Board and publicly disseminated by the Corporation;
(e) reviewing the Corporation’s financial reporting procedures and internal controls to ensure adequate procedures are in place for the Corporation’s public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph.

The Corporation’s auditor reports directly to the Audit Committee.

The Audit Committee’s Charter

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information, which will be provided to the shareholders and the public, the systems of corporate controls, which management and the Board have established, and overseeing the audit process. It has general responsibility to oversee internal controls, accounting and auditing activities and legal compliance of the Company. The Committee also is mandated to review and approve all material related party transactions. A copy of the Audit Committee Charter is attached as Schedule “B” to this Circular.

Composition of the Audit Committee

The Audit Committee consists of three directors. Unless it is a “Venture Issuer” (as such term is defined in NI 52-102 Continuous Disclosure Obligations ) as of the end of its last financial year, NI 52-110 requires each of the members of the Committee to be independent and financially literate. Since the Corporation is a Venture Issuer it is exempt from this requirement. In addition, the Corporation’s governing corporate legislation requires the Corporation to have an Audit Committee composed of a minimum of three directors, a majority of whom are not officers or employees of the Corporation. The Audit Committee complies with this requirement.

The following table sets out the names of the members of the Audit Committee and whether they are independent and financially literate.

Name of Member	Independent(1)	Financially Literate(2)
Cyrus Driver (Committee Chairman) (3)	No	Yes
Valeria Pascale	Yes	Yes
AntonyHarwood	Yes	Yes

Notes:

(1) To be considered to be independent, a member of the Committee must not have any direct or indirect ‘material relationship’ with the Corporation. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

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

(3) Cyrus Driver is the Corporation’s Chief Financial Officer.

Relevant Education and Experience

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

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

Cyrus Driver (Committee Chairman)

Mr. Driver is a Chartered Accountant with more than 30 years’ experience in the financial reporting and auditing of publicly traded companies. Mr. Driver is a retired partner of Davidson & Corporation LLP, Chartered Accountants. Mr. Driver has also acted as a director and held senior management positions with various publicly listed companies. He understands financial statements and is financially literate as that term is defined in NI 52110.

Antony Harwood

Dr. Harwood is the President, Chief Executive Officer and director of Montero Mining and Exploration Ltd. (TSXV: MON). He also serves as a director of East Africa Metals Inc. (TSXV: EAM) and as a non-executive director of Hudson Resources Inc. (TSXV: HUD). He understands financial statements and is financially literate as that term is defined in NI 52110.

Valeria Pascale

Valeria Pascale has been working in Corporate Social Responsibility, Community Engagement, ESG and Diversity and Inclusion in the Exploration, Mining and Mineral Development sectors for over 15 years. Mrs. Pascale was the Manager of Corporate Social Responsibility at Goldcorp (now Newmont) for over 10 years. She is also on the board of the PDAC, is the Chair of the PDAC’s Sustainability Committee and was formerly the Chair of the PDAC Diversity and Inclusion working group. She understands financial statements and is financially literate as that term is defined in NI 52-110.

Complaints

If a particular individual, being a Shareholder or an insider of the Corporation (an “ applicable individual ”), has any concerns about accounting, audit, internal controls or financial reporting matters which they consider to be questionable, incorrect, misleading or fraudulent, the applicable individual is urged to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of the relevant complaint or concern.

The applicable individual may report their concern in writing and forward it to the Chairman of the Audit Committee in a sealed envelope labelled “To be opened by the Audit Committee only”. Further, if the applicable individual wishes to discuss any matter with the Audit Committee, this request should be indicated in the submission. Any such envelopes received by the Corporation will be forwarded promptly and unopened to the Chair of the Audit Committee. Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions.

The Audit Committee will retain as part of its records, any complaints or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports on any ongoing investigation which will include steps taken to satisfactorily address each complaint.

The Audit Committee did not receive any complaints during the last completed financial year.

Audit Committee Oversight

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

Reliance on Exemptions in NI 52-110 regarding De Minimis Non-audit Services or on a Regulatory Order Generally

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on:

(a) the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110 (which exempts all non-audit services provided by the Corporation’s auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Corporation, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year’s audit); or
(b) an exemption from NI 52-110, in whole or in part, granted by a securities regulator under Part 8 ( Exemptions ) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Charter of the Audit Committee, a copy of which is attached as Schedule “B”.

External Auditor Service Fees (By Category)

The audit committee has reviewed the nature and amount of the non-audit services provided by the Corporation’s current auditor Crowe MacKay LLP, Chartered Professional Accountants, to ensure auditor independence during the financial year ended October 31, 2023. Fees incurred for audit and non-audit services in the last two fiscal years are outlined in the following table.

	Fees Paid to Auditor in	Fees Paid to Auditor in
	Fiscal Year Ended October	Fiscal Year Ended October
	31, 2023	31, 2022

Audit Fees (1)	$17,702.31	$16,100.18
Audit-related (2)	Nil	Nil
Tax Fees (3)	Nil	Nil
All Other Fees (4)	Nil	Nil
Total	$17,702.31	$16,100.18

Notes:

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

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related

services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

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

Exemptions

Since the Corporation is a Venture Issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in “Composition of the Audit Committee” above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in an Annual Information Form, if any, and this Circular).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or who at any time during the last completed financial year was, a director or executive officer of the Corporation, a proposed nominee for election as a director of the Corporation or an associate of any such director, officer or proposed nominee is, or at any time since the beginning of the last completed financial year has been, indebted to the Corporation or any of its subsidiaries and no indebtedness of any such individual to another entity is, or has at any time since the beginning of such year been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein and the Corporation’s MD&A for the last financial year (see “Additional Information” below), no informed person (as defined below), proposed nominee for election as a director, or any associate or affiliate of any informed person or proposed nominee, has had a material interest, direct or indirect, in any transaction with the Corporation or in any proposed transaction since the beginning of the last completed financial year that has materially affected or would materially affect the Corporation.

For the above purposes, “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an informed person of the Corporation; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

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

Other than disclosed in this Circular, the Corporation is not aware of any material interest of any executive officer, director or nominee for director, or anyone who has held office as such since the beginning of the Corporation’s last completed financial year, or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting other than the election of directors except for the current and future directors and executive officers of

the Corporation, inasmuch as, in the following year, they may be granted options to purchase Shares pursuant to the Option Plan, ratification of which will be sought at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board the only matters to be brought before the Meetings are those matters set forth in the accompanying Notice of Meeting.

1. Report of the Directors

The Board will provide a report on the events of its last financial year at the meeting. No approval or other action needs to be taken at the Meeting in respect of this report.

2. Financial Statements, Audit Report and Management’s Discussion and Analysis

The Board has approved the financial statements of the Corporation, the auditor’s report thereon, and the MD&A for the year ended October 31, 2023, all of which will be tabled at the Meeting. No approval or other action needs to be taken at the Meeting in respect of these documents.

3. Set Number of Directors to be Elected

The Corporation currently has four (4) directors and it will be proposed at the Meeting that that the number of directors of the Corporation be set at four (4) for the ensuing year and to hold office until the next annual general meeting of Shareholders or until their successors are elected or appointed.

Unless otherwise directed, it is the intention of Management Designees, if named as Proxyholder, to vote FOR of the ordinary resolution setting the number of directors at four (4) for the ensuing year.

4. Election of Directors

The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee’s province or state and country of residence, principal occupation at the present and during the preceding five years (unless shown in a previous management information circular), the period during which the nominee has served as a director, and the number of Shares that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Record Date.

The Board recommends that Shareholders vote in favour of the following proposed nominees. Unless otherwise directed, it is the intention of the Management Designees, if named as Proxyholder, to vote FOR the election of the persons named in the following table to the Board. Management does not contemplate that any of such nominees will be unable to serve as directors. Each director elected will hold office until the next annual general meeting of Shareholders or until their successor is duly elected, unless their office is earlier vacated in accordance with the constating documents of the Corporation or the provisions of the corporate law to which the Corporation is subject.

Name of Nominee; Current			Shares
Position with the Corporation		Period as a	Beneficially
and Province and Country of		Director of the	Owned or
Residence	Occupation, Business or Employment(1)	Corporation	Controlled(1)

CYRUS DRIVER (2) Director and CFO, British Columbia, Canada	Mr. Driver is a Chartered Accountant (May 1977) and a retired partner with Davidson & Corporation LLP, Chartered Accountants (January 2002 to present). He has more than 30 years’ experience in the financial reporting and auditing of publicly traded companies. Mr. Driver has also acted as a director and held senior management positions with various publicly listed companies and is currently a director and/or officer of, among other companies, Power Metals Corp. (formerly Aldrin Resources Corp.), all listed for trading on the TSX Venture Exchange.	Since January 3, 2013	625,000 (3)
SCOTT MCLEAN (2) Director, Interim President & CEO Ontario, Canada	Consulting Geologist with McLean Exploration Management Inc. since June 2011; President and Chief Executive Officer and a Director of Transition Metals Corp. since November 2009; Executive Chairman and a Director of SPC Nickel Corp. since 2013; and a Director of Carolina Gold Resources Inc. since 2011, a Director of Canadian Gold Miner since October 2015.	Since January 3, 2013	466,781 (4)
ANTONY HARWOOD (2) Director Kensington, South Africa	Mining Executive/Geologist; President and Chief Executive Officer of Montero Mining and Exploration Ltd. since January 26, 2011; Director of East Africa Metals Inc. since April 2013; and Non- Executive Director of Hudson Resources Inc. since November 2, 2020.	Since January 3, 2013	Nil

Name of Nominee; Current			Shares
Position with the Corporation		Period as a	Beneficially
and Province and Country of		Director of the	Owned or
Residence	Occupation, Business or Employment(1)	Corporation	Controlled(1)

VALERIA PASCALE Director Ontario, Canada	Mrs. Pascale has over 15 years of experience working in corporate social responsibility, community engagement, ESG and diversity and inclusion roles in the exploration, mining and mineral development sectors. Mrs. Pascale also served as Corporate Social Responsibility Manager at Newmont Corporation (formerly Newmont Goldcorp Corporation) for more than 10 years. She works closely with the Prospectors & Developers Association of Canada (PDAC), currently as a Director on the Board and Chair of the Sustainability Committee, as well as as the former Chair of the Diversity and Inclusion working group.	Since May 31, 2021	Nil

Notes:

(1) The information as to principal occupation, business or employment and Shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees. Shares Beneficially owned, are voting securities beneficially owned, directly or indirectly, or over which the director nominee exercises control or direction.

(2) Member of Audit Committee.

(3) 125,000 Shares held through Mr. Driver’s wholly-owned corporation, Cyrus Driver Inc.

(4) 366,781 Shares held through Mr. McLean’s wholly-owned corporation, McLean Exploration Management Inc

Cease Trade Orders and Bankruptcy

No proposed director is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation in respect of which this Circular is being prepared) that:

(a) was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to a cease trade or similar 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.

No proposed director is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any Corporation (including the Corporation in respect of which this Circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager of trustee appointed to hold its assets.

No proposed director has, within the past ten 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 the assets of the proposed director.

Penalties and Sanctions

No proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

5. Appointment and Remuneration of Auditor

Management of the Corporation proposes to nominate Crowe Mackay LLP, Chartered Professional Accountants, of Vancouver, British Columbia, for election as auditor of the Corporation to hold office until the close of the next Annual General Meeting of Shareholders and for the authorization for the Board of the Corporation to fix the remuneration for the ensuing year.

The Board recommends that Shareholders vote in favour of the proposed auditor and for authorizing the Board to fix the remuneration for the ensuing year. Unless otherwise directed, it is the intention of the Management Designees, if named as Proxyholder, to vote FOR of the appointment of Crowe MacKay LLP, Chartered Professional Accountants, as the Corporation’s auditor and for authorizing the Board to fix the remuneration for the ensuing year.

6. Approval of Omnibus Equity Incentive Compensation Plan

The Corporation’s existing stock option plan (the “ Stock Option Plan ”) was approved by the Board on April 14, 2016 and was last approved by the Shareholders at the Corporation’s annual general Meeting held on May 31, 2023. The Board determined it to be in the best interest of the Corporation to proceed with the approval of a new omnibus equity incentive compensation plan on May 17, 2024 (the “ Plan ”) to replace its current Stock Option Plan. A copy of the Plan is attached as Schedule “A” to this Circular. The Plan provides for broader application of share based compensation and reflects updated regulatory policies of the TSX-V. Shareholders will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution, subject to regulator approval, approving the Plan at the Meeting.

As of May 15, 2024, the Corporation has no stock options outstanding under the Stock Option Plan.

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

Shareholders will be asked at the Meeting to pass an ordinary resolution approving the Plan, and approving the issuance of stock options up to a maximum of ten percent (10%) of the Company’s issued and outstanding share capital from time to time and a fixed number of other Awards (as defined in the Plan), other than options, issuable under the Plan up to a maximum of 11,166,254, being ten percent (10%) of the number of issued and outstanding share capital outstanding as of the date of implementation of the Plan (the “Omnibus Equity Incentive Compensation Plan Resolution”).

The following is a summary of the principal terms of the Plan, which is qualified in its entirety by reference to the text of the Plan, a copy of which is attached Schedule “A” to this Circular .

The Plan provides for a maximum number of the Corporation’s Restricted Share Units (“ RSUs ”), Deferred Share Units (“ DSUs ”), Performance Units (“ PSUs ”) and other share-based awards (other than share options) that may be issued under the Plan of up to a maximum of ten percent (10%) of the number of issued and outstanding share capital outstanding as of the date of implementation of the Plan (the “ Award Cap ”). The Award Cap does not in any way modify or increase the total number of shares available for issuance under the Plan. The Award Cap does not allow for the reservation of Shares in excess of the maximum number of Shares of the Corporation available for issuance under the Plan. In no event will the maximum number of Shares of the Corporation available for issuance pursuant to share options granted under the Plan exceed ten percent (10%) of the Corporation’s issued and outstanding Shares from time to time and in no event will the maximum number of Shares of the Corporation available for issuance pursuant to all other security-based compensation granted under the Plan exceed the Award Cap.

Purpose

The purpose of the Plan is to: (a) promote a significant alignment between officers and employees of the Corporation and its Affiliates (as defined in the Plan) and the growth objectives of the Corporation; (b) to associate a portion of participating employees’ compensation with the performance of the Corporation over the long term; and (c) to attract, motivate and retain the critical employees to drive the business success of the Corporation.

Types of Awards

The Plan provides for the grant of options, RSUs, DSUs, PSUs and other share-based awards (each an “ Award ” and collectively, the “ Awards ”). All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Plan (an “ Award Agreement ”).

Plan Administration

The Plan is administered by the Board which may delegate its authority to any other duly authorized committee of the Board appointed by the Board to administer the Plan (the “ Committee ”). Subject to the terms of the Plan, applicable law and the rules of the TSX-V, the Board (or its delegate) has the power and authority to:

(a) select Award recipients;
(b) establish all Award terms and conditions, including grant, exercise price, issue price and vesting terms;
(c) determine Performance Goals applicable to Awards and whether such Performance Goals have been achieved;

(d) make adjustments under Section 4.10 of the Plan (subject to Article 12 of the Plan); and
(e) adopt modifications and amendments, or sub-plans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and its Affiliates operate.

Shares Available for Awards

Subject to adjustments as provided for under the Plan, the maximum number of Shares of the Corporation available for issuance pursuant to share options granted under the Plan will not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares and provided further that the maximum number of RSUs, DSUs, PSUs and other share-based awards (other than Options) that may be issued under the Plan shall be fixed at the Award Cap.

The provision in the Plan to provide for the Award Cap does not in any way modify or increase the total number of Shares available for issuance under Plan. The Award Cap does not allow for the reservation of Shares in excess of the maximum number of Shares of the Corporation available for issuance under the Plan. In no event will the maximum number of Shares of the Corporation available for issuance pursuant to share options granted under the Plan exceed ten percent (10%) of the Corporation’s issued and outstanding Shares from time to time and in no event will the maximum number of Shares of the Corporation available for issuance pursuant to all other security-based compensation granted under the Plan exceed the Award Cap.

Subject to the Award Cap, the Plan is considered to be a “rolling” plan as Shares of the Corporation covered by share options (but not other Awards) which have been exercised or settled, as applicable, will be available for subsequent grant under the Plan and the number of share options (but not other Awards) that may be granted under the Plan increases if the total number of issued and outstanding Shares of the Corporation increases.

The number of Shares of the Corporation issuable to Insiders, as defined in the Plan, at any time, under all security-based compensation arrangements of the Corporation may not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares. The number of Shares of the Corporation issued to Insiders within any one-year period, under all security-based compensation arrangements of the Corporation may not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares.

Eligible Persons

Any Director, Officer, Employee, Management Company Employee or Consultant (as such terms are defined in the Plan) shall be eligible to be selected to receive an Award under the Plan (each a “ Participant ”).

Limits for Individuals

Unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to TSX-V Policy 4.4 – Security Based Compensation (“ Policy 4.4 ”), the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the TSX-V for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

Limits for Consultants

The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

Limits for Investor Relations Service Providers

(a) The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider.
(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.
(c) Investor Relations Service Providers may not receive any Award other than Options.

Blackout Period

In the event that the expiry date of any Award would otherwise occur in a Blackout Period or within ten days of the end of the Blackout Period, the expiry date shall be extended to the tenth business day following the last day of a Blackout Period. A blackout period is defined as a period during which a Participant (as defined in the Plan) cannot sell Shares, due to applicable law or policies of the Corporation in respect of insider trading (the “ Blackout Period ”).

Vesting

All Award, other than an Option, may not vest before one year from the date of grant of the Award.

Description of Awards and Effect of Termination on Awards

Options

Subject to the provisions of the Plan, the Board or its delegate, will be permitted to grant options under the Plan. An option entitles a holder to purchase a Shares of the Corporation at an exercise price set at the time of the grant. Options vest over a period of time as established by the Board from time to time. The term of each option will be fixed by the Board or its delegate, but may not exceed 10 years from the date of grant. Under no circumstances will the Corporation issue options

at less than fair market value. Fair market value is defined as the greater of: (a) the volume weighted average trading price of the Shares of the Corporation on the TSX-V for the five most recent trading days immediately preceding the grant date; (b) the closing price of the Shares on the TSX-V on the trading day immediately prior to the grant date; and (c) $0.05.

Options granted pursuant to the Plan shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;
(ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and
(iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and Cash as the broker and Participant may otherwise agree); or
(b) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:
(i) the product of the number of Options being exercised multiplied by the difference between the VWAP (as defined in the Plan) of the underlying Shares and the exercise price of the subject Options; by
(ii) the VWAP of the underlying Shares.

Except as may otherwise be set forth in an underlying employment agreement, if an optionee ceases to be an Eligible Person in the event of retirement, each vested option held by that person will cease to be exercisable on the earlier of the original expiry date and three months after the termination date. In the case of the optionee being terminated, each vested option will cease to be exercisable on the earlier of the original expiry date and three months after the termination date. In the event of death of an optionee, the legal representative may exercise the vested options for a period until the earlier of the original expiry date and 12 months after the date of death. In all cases, any unvested options held by the optionee shall terminate and become void on the date of termination, retirement or death, as applicable.

Restricted Share Units

Subject to the provisions of the Plan, the Board or its delegate will be permitted to grant RSUs under the Plan. An RSU is an award denominated in units that does not vest until after a specified period of time, or satisfaction of other vesting conditions as determined by the Board, or its delegate, and which may be forfeited if conditions to vesting are not met, and provides the holder

thereof with a right to receive Shares upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

The Board, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board or its delegate in their sole discretion.

If the holder of RSUs ceases to be an Eligible Person for any reason, other than death, disability or retirement, any RSUs held by the Participant that have vested before the termination date will be paid to the Participant, provided that all unvested RSUs held at the termination date shall be immediately cancelled and forfeited on the termination date. Unless otherwise approved by the Board, unvested RSUs previously credited to the Participant’s account will vest immediately in the event that the Participant dies and will continue to vest, pursuant to the terms of the Plan, in the event that the Participant retires or is disabled, subject to the adjustment provisions in the Plan in the event the Participant is disabled. RSUs that have vested at the termination date will be paid to the Participant, or the Participant’s estate, as applicable. Any settlement or redemption of any RSU shall occur within one year following the Termination Date.

Deferred Share Units

Subject to the provisions of the Plan, the Board or its delegate will be permitted to grant DSUs to Participants under the Plan. A DSU is an award denominated in units that provides the holder thereof with a right to receive Shares upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

Each award agreement will provide the extent to which the Eligible Person will have the right to retain DSUs following termination of the Eligible Person’s employment or other relationship with the Company. Such provisions shall be determined in the sole discretion of the Board or its delegate, and need not be uniform among all DSUs issued pursuant to the Plan.

Each award agreement shall set forth the extent to which the Participant shall have the right to retain DSUs following the Termination Date but no later than the 90th day following the termination of the Participant’s employment or other relationship with the Corporation or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all DSUs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. Any settlement or redemption of any DSU shall occur within one year following the Termination Date.

Performance Units

Subject to the provisions of the Plan, the Board or its delegate may grant Performance-based Awards in the form of PSUs under the Plan that are subject to specified performance criteria. Performance-based Awards are based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more performance goals, which may include performance relative to the Corporation’s peers or affiliates. Performance goals may also be based upon the individual Participant as determined by the Board, in its sole discretion. A PSU is an award denominated in units that does not vest until the performance criteria it is subject to are met, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved and provides the holder thereof with a right to receive Shares upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

The Board, in its discretion, may award dividend equivalents with respect to Awards of PSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board or its delegate in their sole discretion.

Unless otherwise determined by the Board or its delegate, unvested PSUs previously credited to the Participant’s account will be immediately cancelled and forfeited to the Corporation on the termination date in the event that the Participant is terminated for any reason other than death, disability or retirement. Unvested PSUs previously credited to the Participant’s account will vest immediately in the event that the Participant dies and will continue to vest pursuant to the Plan in the event that the Participant retires or is disabled, subject to the adjustment provisions in the Plan in the event the Participant is disabled. PSUs and that have vested at the termination date will be paid to the Participant, or the Participant’s estate, as applicable. Any settlement or redemption of any PSU shall occur within one year following the Termination Date.

Change in Control

In the event of a change in control (as described in the Plan), unless otherwise provided in an Award Agreement, the Board or its delegate shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a change in control, and that the value of such Awards, as determined by the Board or its delegate in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change in Control Price within a reasonable time subsequent to the Change in Control, subject to the approval of the TSX-V.

Notwithstanding the foregoing, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Board or its delegate reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “ Alternative Award ”) by any successor to the Company or an Affiliate as described in Article 12 of the Plan; provided, however, that any such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;
(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;
(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;
(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and
(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

Term of the Plan

The Plan shall remain in effect until terminated by the Board.

Assignability

No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law, be transferred, sold, assigned, pledged or otherwise disposed in any manner other than by will or the law of descent.

Amendment

Unless otherwise restricted by law or the TSX-V rules, the Board or its delegate may at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of:

(a) making any amendments to the general vesting provisions of any Award;
(b) making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date;
(c) making any amendments to add covenants or obligations of the Corporation for the protection of Participants;
(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or
(e) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

However, other than as expressly provided in an Award Agreement or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.

Shareholder approval is however required to make the following amendments:

(a) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Corporation or one of its Affiliates (unless carried out pursuant to Section 4.10 of the Plan).
(b) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan (unless carried out pursuant to Section 4.10 of the Plan).
(c) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Corporation (unless carried out pursuant to Section 4.10 of the Plan);
(d) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise;
(e) An extension of the expiry date of an Option issued to Insiders; or
(f) Any amendment to the amendment provisions of the Plan.

Approval

The Plan is considered a “ rolling up to 10% and fixed up to 10% ” Plan as defined in Policy 4.4. In accordance with TSX-V policies, the implementation of the Plan will require shareholder approval. In addition, the TSX-V requires the Corporation to obtain the approval of its shareholders with respect to the Plan on an annual basis.

The Board recommends that Shareholders vote in favour of the Omnibus Equity Incentive Compensation Plan Resolution.

The Omnibus Equity Incentive Compensation Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by those Shareholders entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the management nominees named in the accompanying form of proxy intend to vote the Shares represented thereby FOR the Omnibus Equity Incentive Compensation Plan Resolution.

Omnibus Equity Incentive Compensation Plan Resolution

Management of the Corporation will ask the Shareholders to approve the following resolution at the Meeting:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION:

(a) The omnibus equity incentive compensation plan of the Tesoro Minerals Corp. (the “ Corporation ”), the full text of which is attached as Schedule “A” to the Circular (the “ Plan ”), is hereby authorized, approved and adopted.
(b) The number of common shares (“ Shares ”) reserved for issuance under the Plan will be a rolling number of options issuable under the Plan up to ten percent (10%) of the issued and outstanding share capital from time to time and a fixed number of other Awards (as defined in the Plan), other than options, issuable under the Plan up to a maximum of 11,166,254, being ten percent (10%) of the issued and outstanding share capital as of the date of implementation of the Plan.
(c) The Corporation is hereby authorized and directed to issue such Shares pursuant to the Plan as fully paid and non-assessable Shares.
(d) The board of directors of the Corporation is hereby authorized and empowered to make any changes to the Plan as may be required by the TSX Venture Exchange.
(e) Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

The Board recommends that Shareholders vote in favour of the Omnibus Equity Incentive Compensation Plan Resolution. It is intended that all proxies received will be voted FOR the approval of the Omnibus Equity Incentive Compensation Plan Resolution, unless a Shareholder directs that their Shares are to be voted against Omnibus Equity Incentive Compensation Plan Resolution.

OTHER BUSINESS

While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the Shareholders at the Meeting, it is intended that the Proxies hereby solicited will be exercised upon any other matters and proposals that may properly

come before the Meeting or any adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR+ at www.sedarplus.ca. Financial information for the Corporation’s most recently completed financial year is provided in its comparative financial statements and MD&A are also available on SEDAR+. Shareholders may contact the Corporation at Suite 1005, 409 Granville Street Vancouver, BC, V6C 1T2 by mail, by telephone at (604) 983-8848; collect if necessary) or by email at [email protected] to request copies of the Corporation’s financial statements and MD&A.

DATED this 17[th] day of May, 2024

BY ORDER OF THE BOARD

“ Scott McLean ”

Scott McLean Interim President & Chief Executive Officer

SCHEDULE “A”

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

A-1

TESORO MINERALS CORP.

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

MAY 17, 2024

ARTICLE 1	ESTABLISHMENT, PURPOSE AND DURATION ............................................................. 1
1.1	Establishment of the Plan. ................................................................................................. 1
1.2	Purpose of the Plan. ........................................................................................................... 1
1.3	Duration of the Plan. .......................................................................................................... 1
ARTICLE 2	DEFINITIONS ........................................................................................................................ 1
ARTICLE 3	ADMINISTRATION .............................................................................................................. 8
3.1	General. .............................................................................................................................. 8
3.2	Authority of the Committee. .............................................................................................. 8
3.3	Delegation. ......................................................................................................................... 9
ARTICLE 4	SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS .................................... 9
4.1	Number of Shares Available for Awards. .......................................................................... 9
4.2	Specific Allocations. .......................................................................................................... 9
4.3	Limits for Individuals. ....................................................................................................... 9
4.4	Limits for Consultants. ...................................................................................................... 9
4.5	Limits for Investor Relations Service Providers. ............................................................... 9
4.6	Minimum Price for Security Based Compensation other than Options. .......................... 10
4.7	Hold Period and Escrow. ................................................................................................. 10
4.8	Other Restrictions. ........................................................................................................... 10
4.9	Blackout Periods. ............................................................................................................. 11
4.10	Adjustments in Authorized Shares. .................................................................................. 11
ARTICLE 5	ELIGIBILITY AND PARTICIPATION .............................................................................. 12
5.1	Eligibility. ........................................................................................................................ 12
5.2	Actual Participation. ........................................................................................................ 13
ARTICLE 6	STOCK OPTIONS ................................................................................................................ 13
6.1	Grant of Options. ............................................................................................................. 13
6.2	Additional Terms for Options .......................................................................................... 13
6.3	Award Agreement. ........................................................................................................... 13
6.4	Option Price. .................................................................................................................... 13
6.5	Duration of Options. ........................................................................................................ 14
6.6	Exercise of Options. ......................................................................................................... 14
6.7	Payment. .......................................................................................................................... 14
6.8	Restrictions on Share Transferability. .............................................................................. 15
6.9	Death and Termination of Employment. ......................................................................... 15
6.10	Non-transferability of Options. ........................................................................................ 16
ARTICLE 7	RESTRICTED SHARE UNITS ............................................................................................ 16
7.1	Grant of Restricted Share Units. ...................................................................................... 16
7.2	Restricted Share Unit Agreement. ................................................................................... 16
7.3	Non-transferability of Restricted Share Units. ................................................................. 16

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(continued)

7.4	Other Restrictions. ........................................................................................................... 17
7.5	Voting Rights. .................................................................................................................. 17
7.6	Dividends and Other Distributions. ................................................................................. 17
7.7	Death and other Termination of Employment, Consultancy or Directorship. ................. 17
7.8	Payment in Settlement of Restricted Share Units. ........................................................... 18
ARTICLE 8 DEFERRED SHARE UNITS ............................................................................................... 19
8.1	Grant of Deferred Share Units. ........................................................................................ 19
8.2	Deferred Share Unit Agreement. ..................................................................................... 19
8.3	Non-transferability of Deferred Share Units. ................................................................... 19
8.4	Death and other Termination of Employment. ................................................................ 19
8.5	Payment in Settlement of Deferred Share Units .............................................................. 19
ARTICLE 9 PERFORMANCE SHARE UNITS ...................................................................................... 20
9.1	Grant of Performance Share Units. .................................................................................. 20
9.2	Value of Performance Share Units. ................................................................................. 20
9.3	Settlement of Performance Share Units. .......................................................................... 20
9.4	Form and Timing of Payment of Performance Share Units. ............................................ 20
9.5	Dividends and Other Distributions. ................................................................................. 20
9.6	Death and other Termination of Employment. ................................................................ 21
9.7	Non-transferability of Performance Share Units. ............................................................ 22
ARTICLE 10 RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE .................................................. 22
10.1	Employment. .................................................................................................................... 22
10.2	Participation. .................................................................................................................... 22
10.3	Rights as a Shareholder. ................................................................................................... 23
ARTICLE 11 CHANGE OF CONTROL .................................................................................................. 23
11.1	Accelerated Vesting and Payment. .................................................................................. 23
11.2	Alternative Awards. ......................................................................................................... 23
ARTICLE 12 AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION ................... 24
12.1	Amendment, Modification, Suspension and Termination. .............................................. 24
12.2	Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events ......... 25
12.3	Awards Previously Granted. ............................................................................................ 25
ARTICLE 13 WITHHOLDING ................................................................................................................ 25
13.1	Withholding. .................................................................................................................... 25
13.2	Acknowledgement. .......................................................................................................... 25
ARTICLE 14 SUCCESSORS .................................................................................................................... 25
ARTICLE 15 GENERAL PROVISIONS .................................................................................................. 26
15.1	Forfeiture Events. ............................................................................................................. 26
15.2	Cessation of Vesting and Eligibility for Awards following Termination ........................ 26
15.3	Legend. ............................................................................................................................ 26
15.4	Delivery of Title. .............................................................................................................. 27
15.5	Investment Representations. ............................................................................................ 27
15.6	Uncertificated Shares. ...................................................................................................... 27

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(continued)

15.7	Unfunded Plan. ................................................................................................................ 27
15.8	No Fractional Shares. ....................................................................................................... 27
15.9	Other Compensation and Benefit Plans. .......................................................................... 27
15.10	No Constraint on Corporate Action. ................................................................................ 28
15.11	Compliance with Canadian Securities Laws. ................................................................... 28
15.12	Termination of a Directorship .......................................................................................... 28
ARTICLE 16	LEGAL CONSTRUCTION ................................................................................................ 28
16.1	Number. ........................................................................................................................... 28
16.2	Severability. ..................................................................................................................... 28
16.3	Requirements of Law. ...................................................................................................... 29
16.4	Governing Law. ............................................................................................................... 29
16.5	Compliance with Employment Standards ........................................................................ 29
16.6	Compliance with Section 409A of the Code. ................................................................... 29

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ARTICLE 1

ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment of the Plan.

Tesoro Minerals Corp., a corporation incorporated under the laws of British Columbia (the “ Corporation ”), hereby establishes an incentive compensation plan to be known as the Omnibus Equity Incentive Compensation Plan (the “ Plan ”). The Plan permits the grant of Options, Restricted Share Units, Deferred Share Units and Performance Units. The Plan shall be adopted and become effective on the date approved by the Board, subject to the prior approval of the Plan by the TSX Venture Exchange (the “ TSXV ”) (the “ Effective Date ”).

1.2 Purpose of the Plan.

The purposes of the Plan are: (i) to promote a significant alignment between Officers and employees of the Corporation and its Affiliates (as defined below) and the growth objectives of the Corporation; (ii) to associate a portion of participating employees’ compensation with the performance of the Corporation over the long term; and (iii) to attract, motivate and retain the critical employees to drive the business success of the Corporation.

1.3 Duration of the Plan.

The Plan shall be in effect from the Effective Date, as described in Section 1.1 herein, until the Plan is terminated by the Board (as defined below) pursuant to Article 12 hereof.

ARTICLE 2

DEFINITIONS

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

“ Affiliate ” means any corporation, partnership or other entity (i) in which the Corporation, directly or indirectly, has majority ownership interest or (ii) which the Corporation controls. For the purposes of this definition, the Corporation is deemed to “control” such corporation, partnership or other entity if the Corporation possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

“ Award ” means, individually or collectively, a grant under this Plan of Options, Deferred Share Units, Restricted Share Units or Performance Units, in each case subject to the terms of this Plan.

“ Award Agreement ” means either (i) a written agreement entered into by the Corporation or an Affiliate of the Corporation and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement issued by the Corporation or an Affiliate of the Corporation to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

“ Blackout Period ” means a period of time during which the Participant cannot sell Shares, due to applicable law or policies of the Corporation in respect of insider trading.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Corporation.

“ Cashless Exercise ” has the meaning given to it in Section 6.6(a).

“Cause” means:

(a) with respect to a particular Employee:
(i) “cause” as such term is defined in the Award Agreement or the Employee’s written employment agreement with the Corporation or an Affiliate (provided that if such term is defined in both the Award Agreement and the Employee’s written employment agreement, the definition in the Award Agreement will govern); or
(ii) in the event that (i) does not apply, then “Cause” means any circumstance where an employer can terminate an individual’s employment without notice or payment whatsoever

(b) with respect to a particular Consultant:

  - (i) “cause” or “serious reason” as such term is defined in the Award Agreement or the Consultant’s written services agreement with the Corporation or an Affiliate (provided that if such term is defined in both the Award Agreement and the Consultant’s written services agreement, the definition in the Award Agreement shall govern);

  - (ii) in the event that (i) does not apply, then “Cause” means any circumstances, as described in the written agreement between the Corporation or an Affiliate and the Consultant, or as provided for pursuant to applicable law, where the Corporation or an Affiliate may terminate the Consultant’s engagement without notice or payment whatsoever.

“ Change of Control ” shall occur if any of the following events occur:
(a) the acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of beneficial ownership or control or direction over that number of Voting Securities which is greater than 50% of the total issued and outstanding Voting Securities immediately after such acquisition, unless such acquisition arose as a result of or pursuant to:
- (i) an acquisition or redemption by the Corporation of Voting Securities which, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by such person to 50% or more of the Voting Securities then outstanding;
- (ii) acquisitions of Voting Securities which were made pursuant to a dividend reinvestment plan of the Corporation;
3 -
(iii) the receipt or exercise of rights issued by the Corporation to all the holders of Voting Securities to subscribe for or purchase Voting Securities or securities convertible into Voting Securities, provided that such rights are acquired directly from the Corporation and not from any other person;
(iv) a distribution by the Corporation of Voting Securities or securities convertible into Voting Securities for cash consideration made pursuant to a public offering or by way of a private placement by the Corporation (“Exempt Acquisitions”);
(v) a stock-dividend, a stock split or other event pursuant to which such person receives or acquires Voting Securities or securities convertible into Voting Securities on the same pro rata basis as all other holders of securities of the same class (“Pro-Rata Acquisitions”); or
(vi) the exercise of securities convertible into Voting Securities received by such person pursuant to an Exempt Acquisition or a Pro-Rata Acquisition (“Convertible Security Acquisitions”);

provided, however, that if a person shall acquire 50% or more of the total issued and outstanding Voting Securities by reason of any one or a combination of (1) acquisitions or redemptions of Voting Securities by the Corporation, (2) Exempt Acquisitions, (3) Pro-Rata Acquisitions, or (4) Convertible Security Acquisitions and, after such share acquisitions or redemptions by the Corporation or Exempt Acquisitions or Pro-Rata Acquisitions or Convertible Security Acquisitions, acquires additional Voting Securities exceeding one per cent of the Voting Securities outstanding at the date of such acquisition other than pursuant to any one or a combination of Exempt Acquisitions, Convertible Security Acquisitions or Pro-Rata Acquisitions, then as of the date of such acquisitions such acquisition shall be deemed to be a “Change of Control”;

(b) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened; and
(c) any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (the “Successor Entity”), (other than a subsidiary of the Corporation) unless:
(i) individuals who were holders of Voting Securities immediately prior to such transaction hold, as a result of such transaction, in the aggregate, more than 50% of the voting securities of the Successor Entity;
(ii) a majority of the members of the board of directors of the Successor Entity is comprised of individuals who were members of the Board of Directors immediately prior to such transaction; and
(iii) after such transaction, no person or group of persons acting jointly or in concert, holds more than 50% of the voting securities of the Successor Entity unless such
4 -

person or group of persons held securities of the Corporation in the same proportion prior to such transaction.

“ Change of Control Price ” means (i) the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the Exchange on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately preceding the Change of Control date.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

“ Committee ” means the Board of Directors or, if so delegated in whole or in part by the Board, or any duly authorized committee of the Board appointed by the Board to administer the Plan.

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Consultant ” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or of any of its subsidiaries) or Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution (as such term is defined in the policies of the TSXV);
(b) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Corporation, as the case may be; and
(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

“ Consultant Company ” means a Consultant that is a Company.

“ Corporation ” means Tesoro Minerals Corp., a corporation incorporated under the laws of British Columbia, and any successor thereto as provided in Article 14 herein.

“ DSU ” or “ Deferred Share Unit ” means an Award denominated in units that provides the holder thereof with a right to receive Shares or, at the sole discretion of the Committee, a cash payment upon settlement of the Award, granted under Article 8 herein and subject to the terms of this Plan.

“ Director ” means any individual who is a director (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Dividend Equivalent ” means a right with respect to an Award to receive cash, Shares or other property equal in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement,

and if specifically provided for in the Award Agreement shall be subject to the Plan and such other terms and conditions set forth in the Award Agreement as the Committee shall determine.

“ Employee ” means:

(a) an individual who is considered an employee of the Corporation or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(b) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or
(c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.

“ ESL ” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee.

“ Exchange ” means the TSXV or, if at any time the Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee.

“ Fair Market Value ” or “ FMV ” means, unless otherwise required by any applicable provision of the Code or any regulations thereunder or by any applicable accounting standard for the Corporation’s desired accounting for Awards or by the rules of the Exchange, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the VWAP of the Shares on the Exchange for the five trading days immediately prior to the grant date, (ii) the closing price of the Shares on the Exchange on the trading day immediately prior to the grant date, (iii) the closing price of the Shares on the Exchange on the grant date, or (iv) $0.05 or any such minimum price for Security Based Compensation as set out in Policy 1.1 of the Exchange.

“ Fiscal Year ” means the Corporation’s fiscal year commencing on November 1 and ending on October 31 or such other fiscal year as approved by the Board.

“ Insider ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Activities ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

“ Issued Shares ” means, at any time, the number of Shares of the Corporation that are then issued and outstanding on a non-diluted basis and, in the discretion of the Exchange, may include a number of

securities of the Corporation, other than Security Based Compensation, warrants and convertible debt, that are convertible into Shares of the Corporation.

“ ITA ” means the Income Tax Act (Canada).

“ Management Company Employee ” means an individual employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.

“ Material Information ” means a Material Fact and/or Material Change as such terms are defined by applicable Securities Laws and Exchange policies.

“Net Exercise” has the meaning ascribed to it in section 6.6(b).

“ Notice Period ” means any period of contractual notice or reasonable notice that the Corporation or the Affiliate may be required at law, by contract or otherwise agrees to provide to a Participant upon termination of employment, whether or not the Corporation or Affiliate elects to pay severance in lieu of providing notice to the Participant, provided that where a Participant’s employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

“ Officer ” means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Option ” means the conditional right to purchase Shares at a stated Option Price for a specified period of time subject to the terms of this Plan.

“ Option Price ” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

“ Participant ” means a Director, Officer, Employee, Management Company Employee or Consultant that is the recipient of an Award granted or issued by the Corporation.

“ Performance Goal ” means a performance criterion selected by the Committee for a given Award.

“ Performance Period ” means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award.

“ Performance Share Unit ” means an Award granted as compensation for employment or consulting services or services as a Director or Officer to receive, for no additional cash consideration, Shares or, at the sole discretion of the Committee, a cash payment upon specified vesting criteria being satisfied, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

“ Period of Restriction ” means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

“ Person ” shall have the meaning ascribed to such term in Section 1(1) of the Securities Act.

“ Policy 4.4 ” means Policy 4.4 - Security Based Compensation of the TSXV.

“ Restricted Share Unit ” means an Award denominated in units subject to a Period of Restriction, with a right to receive Shares or, at the sole discretion of the Committee, a cash payment upon settlement of the Award, granted under Article 7 herein and subject to the terms of this Plan.

“ Securities Act ” means the Securities Act (British Columbia), as may be amended from time to time.

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

“ Security Based Compensation ” has the meaning ascribed thereto in Policy 4.4.

“ Security Based Compensation Plan ” has the meaning ascribed thereto in Policy 4.4.

“ Shares ” means common shares in the capital of the Corporation.

“ Successor Entity ” has the meaning ascribed thereto under subsection (c) of the definition of Change of Control.

“ Termination Date ” means:

(a) in the case of an Employee whose employment or term of office with the Corporation or an Affiliate terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Employee or the Corporation or its Affiliate that initiates the termination), the later of: (i) if and only to the extent required to comply with the minimum standards of the ESL, the last day of the applicable minimum statutory notice period applicable to the Participant pursuant to the ESL, if any; and (ii) the date that is designated by the Corporation or an Affiliate, as the last day of the Participant’s employment or term of office with the Corporation or an Affiliate provided that in the case of the Participant’s resignation, such date shall not be earlier than the date notice of resignation was given; and, in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Participant’s Employer as specified in the notice of termination provided by the Company or an Affiliate. For the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or
(b) in the case of a Consultant, the date that is designated, if any, by the Corporation or an Affiliate as the date on which the Participant’s consulting engagement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting engagement, such date shall not be earlier than the date that notice of voluntary termination was given and, in any case, without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Corporation or an Affiliate as specified in the notice of termination. For the avoidance of any doubt, the
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parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or

(c) in the case of a Director whose service with the Corporation or an Affiliate terminates in the circumstances set out in Section 15.12, the date that is designated by the Corporation or an Affiliate as the date on which the Participant’s service is terminated, including the expiry of a Director’s term on the Board without re-election (or nomination for election), provided that in the case of resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; or
(d) in the event that the Participant’s death occurs prior to the date determined pursuant to (a), (b) or (c) above, the date of the Participant’s death.

“ Trading Day ” means a day when trading occurs through the facilities of the Exchange.

“ TSXV ” means the TSX Venture Exchange.

“ Voting Securities ” shall mean any securities of the Corporation ordinarily carrying the right to vote at elections of Directors and any securities immediately convertible into or exchangeable for such securities.

“ VWAP ” means the volume weighted average trading price of the Corporation’s Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Stock Option, provided that where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

ARTICLE 3

ADMINISTRATION

3.1 General.

The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Corporation, and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Corporation, and all other interested parties.

3.2 Authority of the Committee.

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, determining Performance Goals applicable to Awards and whether such Performance Goals have been achieved, making adjustments under Section 4.10 and, subject to Article 12, adopting modifications and amendments, or subplans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and Affiliates operate.

3.3 Delegation.

The Committee may delegate to one or more of its members any of the Committee’s administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Available for Awards.

The Plan is a “ rolling up to 10% and fixed up to 10% ” Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation of the TSXV. The Plan is a: (a) “rolling” plan pursuant to which the number of Shares that are issuable pursuant to the exercise of Options granted hereunder shall not exceed 10% of the Issued Shares of the Corporation as at the date of any Option grant, and (b) “fixed” plan under which the number of Shares of the Corporation that are issuable pursuant to all Awards other than Options granted hereunder and under any other Security Based Compensation Plan of the Corporation, in aggregate is a maximum of 11,166,254 Shares, in each case, subject to adjustment as provided in Section 4.10 herein.

4.2 Specific Allocations.

The Corporation cannot grant or issue an Award hereunder unless and until the Award has been allocated to a particular Participant.

4.3 Limits for Individuals.

Unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to Policy 4.4, the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the Exchange for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

4.4 Limits for Consultants.

4.5 Limits for Investor Relations Service Providers.

(a) The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider.
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(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

4.6 Minimum Price for Security Based Compensation other than Options.

The minimum exercise price of an Option is set out in Section 6.4 and the same principles apply to other Awards where the value of the Award is initially tied to market price.

4.7 Hold Period and Escrow.

All Awards and Shares issuable thereunder are subject to any applicable resale restrictions under Securities Laws and the Exchange Hold Period (as defined in the policies of the TSXV), and shall have affixed thereto any legends required under Securities Laws and the policies of the Exchange.

4.8 Other Restrictions.

The Plan is subject to the following provisions:

(a) Awards shall not entitle a Participant to any shareholder rights (including, without limitation, voting rights, dividend entitlement or rights on liquidation) until such time as underlying Shares are issued to such Participant; provided, other than an accrual of dividends accepted by the Exchange;
(b) all Awards are non-assignable and non-transferable;
(c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation at any point in time (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
(d) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
(e) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under this Policy, any Companies that are wholly owned by that Person) shall
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not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);

(f) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Consultant;
(g) Investor Relations Service Providers may not receive any Award other than Options;
(h) if a Participant’s heirs or administrators are entitled to any portion of an outstanding Award, the period in which they can make such claim shall not exceed one year from the Participant’s death;
(i) for Awards granted or issued to Employees, Consultants or Management Company Employees, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be; and
(j) any Award granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee shall expire in accordance with the provisions of the Plan, but in any event, within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan.

4.9 Blackout Periods.

Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period. The following requirements are applicable to any such automatic extension provision:

(a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information;
(b) the automatic extension of the expiry date, redemption date or settlement date, as applicable, of a Participant’s Award is not to be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation’s securities; and
(c) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

4.10 Adjustments in Authorized Shares.

Subject to the approval of the Exchange, where applicable, in the event of any corporate event or transaction (collectively, a “ Corporate Reorganization ”) (including, but not limited to, a change in the Shares of the Corporation or the capitalization of the Corporation) such as a merger, arrangement or amalgamation that does not constitute a Change of Control under Article 11, or a consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up,

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spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the number of Shares eligible to be issued hereunder, the limit on issuing Awards other than Options granted with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to this Plan, as are equitably necessary to prevent dilution or enlargement of Participants’ rights under the Plan that otherwise would result from such Corporate Reorganization. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in this Plan) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments shall comply with Section 409A of the Code with respect to any U.S. Participants and the rules of any stock exchange or market upon which such Shares are listed or traded.

Subject to the provisions of Article 10 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under this Plan in connection with any such corporate event or transaction, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

ARTICLE 5

ELIGIBILITY AND PARTICIPATION

5.1 Eligibility.

Only a Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or of any of its subsidiaries is eligible to participate in the Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards. If the Participant is a Company, excluding Participants that are Consultant Companies, it must provide the Exchange with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule “A” to Form 4G - Summary Form – Security Based Compensation , as provided for in Policy 4.4 - Security Based Compensation of the TSXV. Any Company to be granted an Award, other than a Consultant Company, must agree not to effect or permit any transfer of ownership or option of securities of the Corporation or to issue further shares of any class in the

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Corporation to any other individual or entity as long as the Security Based Compensation remains outstanding, except with the prior written consent of the TSXV.

5.2 Actual Participation.

Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Directors, Officers, Employees, Management Company Employees and Consultants of the Corporation or of any of its subsidiaries, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award in accordance with the Plan.

ARTICLE 6

STOCK OPTIONS

6.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion, and subject to the terms of the Plan.

6.2 Additional Terms for Options

The following provisions apply to all Option Awards:

(a) Options can be exercisable for a maximum of 10 years from the date of grant, subject to extension where the expiry date falls within a Blackout Period, as provided for in Section 4.9;
(b) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider; and
(c) disinterested Shareholder approval shall be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment.

6.3 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

6.4 Option Price.

The Option Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The minimum exercise price of an Option shall be equal to Fair Market Value. A minimum exercise price cannot be established unless the Options are allocated to particular Persons.

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6.5 Duration of Options.

Subject to Section 4.9 and Section 6.2(a), each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant.

6.6 Exercise of Options.

Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;
(ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and
(iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and cash as the broker and Participant may otherwise agree); or
(b) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:
(i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by
(ii) the VWAP of the underlying Shares.

For clarity, upon the exercise of Options pursuant to this Section 6.6, the number Options exercised, not the number of Shares issued, shall be considered for purposes of the restrictions on Awards set out in Sections 4.1, 4.3, 7.8, 6.6 and 4.8.

6.7 Payment.

Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Corporation or an agent designated by the Corporation in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares, and any applicable withholding taxes as per Section 13.1. The Option Price upon exercise of any Option shall be payable to the Corporation in full either: (a) by certified cheque or wire transfer; or (b) by any other method approved or accepted by the Committee in its sole discretion subject to the rules of

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the Exchange and such rules and regulations as the Committee may establish. Subject to Section 6.8 and any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Shares, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable shares of the Corporation. As of the business day the Corporation receives such notice and such payment, the Participant (or the person claiming through him, as the case may be) shall be entitled to be entered on the share register of the Corporation as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate or evidence of book entry representing the said number of Shares. The Corporation shall cause to be delivered to or to the direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s) as soon as reasonably practicable following the issuance of such Shares.

6.8 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deem advisable, including, without limitation, requiring the Participant to hold the Shares acquired pursuant to exercise for a specified period of time, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed and/or traded.

6.9 Death and Termination of Employment.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) the executor or administrator of the Participant’s estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date;
(ii) the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(iii) such Participant’s eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.
(b) Termination of Employment: Except as may otherwise be set out in a Participant’s written employment agreement (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates (for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then:
(i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:
- (A) the date that is three months after the Termination Date; and
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(B) the date on which the exercise period of the particular Option expires,

except as otherwise provided in the Participant’s written employment contract or such date as is otherwise determined by the Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the Option Period or one year from the Termination Date;

(ii) any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(iii) notwithstanding 6.9(b)(i) and 6.9(b)(ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

6.10 Non-transferability of Options.

An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE 7

RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

7.2 Restricted Share Unit Agreement.

Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, and any such other provisions as the Committee shall determine, provided that, no Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than three years after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 7.2 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

7.3 Non-transferability of Restricted Share Units.

The Restricted Shares Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement until the date of settlement through delivery or other payment in accordance with Section 7.8, and any attempt to do so will cause such Restricted Share Units to be null and void. A vested Restricted Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by

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the laws of decent and distribution may redeem any vested Restricted Share Units in accordance with the provisions of Section 7.7.

7.4 Other Restrictions.

The Committee shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Share Unit, restrictions based upon the achievement of specific performance criteria, timebased restrictions on vesting following the attainment of the performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Restricted Share Units.

To the extent deemed appropriate by the Committee, the Corporation may retain the certificates representing Shares delivered in settlement of Restricted Share Units, in the Corporation’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. Restricted Share Units shall be settled through payment in Shares or, at the sole discretion of the Committee, a cash payment.

7.5 Voting Rights.

A Participant shall have no voting rights with respect to any Restricted Share Units granted hereunder.

7.6 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Restricted Share Units, provided that any Dividend Equivalents paid in the form of additional Awards shall reduce the applicable pool of Shares available for issuance of Awards and must be in accordance with the provisions of Sections 4.1, 4.3, 7.8, 6.6 and 4.8. Any Dividend Equivalents not paid in cash or Awards, or not within the parameters of Section 4.8 will be subject to the prior acceptance of the Exchange. Further, any Dividend Equivalents or additional Restricted Share Units credited to the Participant’s account in satisfaction of payment of dividends will vest in proportion to and will be paid under the Plan in the same manner as the Restricted Share Units to which they relate.

7.7 Death and other Termination of Employment, Consultancy or Directorship.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) any Restricted Share Units held by the Participant that have not vested as at the Termination Date shall vest immediately;
(ii) any Restricted Share Units held by the Participant that have vested (including Restricted Share Units vested in accordance with Section 7.7(a)(i)) as at the
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Termination Date, shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;

(iii) such Participant’s eligibility to receive further grants of Restricted Share Units under the Plan ceases as of the Termination Date; and
(iv) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.
(b) Termination other than Death: Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
(i) any Restricted Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant. Any Restricted Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date;
(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and
(iii) notwithstanding Section 7.7(b)(i), unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.
(iv) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.

7.8 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units, Shares (issued from treasury) of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee) or, at the sole discretion of the Committee, a cash payment. The payment date for any Restricted Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

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ARTICLE 8

DEFERRED SHARE UNITS

8.1 Grant of Deferred Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Deferred Share Unit shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 8.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

8.2 Deferred Share Unit Agreement.

Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Deferred Share Units.

8.3 Non-transferability of Deferred Share Units.

The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant’s lifetime only to such Participant.

8.4 Death and other Termination of Employment.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following the Termination Date but no later than the 90th day following the termination of the Participant’s employment or other relationship with the Corporation or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. Any settlement or redemption of any Deferred Share Units shall occur within one year following the Termination Date.

8.5 Payment in Settlement of Deferred Share Units

When and if Deferred Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units in Shares (issued from treasury) or, at the sole discretion of the Committee, in a cash payment of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee). The payment for any Deferred Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 15 of the calendar year following the calendar year in which the Participant’s Termination Date occurs.

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ARTICLE 9

PERFORMANCE SHARE UNITS

9.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Performance Units shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 9.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

9.2 Value of Performance Share Units.

Each Performance Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Unit that will be paid to the Participant.

9.3 Settlement of Performance Share Units.

Subject to the terms of this Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

9.4 Form and Timing of Payment of Performance Share Units.

Payment of vested Performance Share Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee will pay vested Performance Share Units in Shares issued from treasury or, at the sole discretion of the Committee, a cash payment equal to the value of the vested Performance Share Units at the end of the applicable Performance Period. Any Shares may be issued subject to any restrictions deemed appropriate by the Committee. The payment date for any Performance Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

9.5 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Performance Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Performance Share Units, provided that any Dividend Equivalents paid in the form of additional

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Awards shall reduce the applicable pool of Shares available for issuance of Awards and must be in accordance with the provisions of Sections 4.1, 4.3, 4.4, 4.5 and 4.8. Any Dividend Equivalents not paid in cash or Awards, or not within the parameters of Section 4.8 will be subject to the prior acceptance of the Exchange. Further, any Dividend Equivalents or additional Performance Share Units credited to the Participant’s account in satisfaction of payment of dividends will vest in proportion to and will be paid under the Plan in the same manner as the Performance Units to which they relate.

9.6 Death and other Termination of Employment.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) the number of Performance Share Units held by the Participant on the Termination Date that have not vested shall be adjusted as set out in the applicable Award Agreement (collectively referred to in this Section 9.6 as “ Deemed Awards ”);
(ii) any Deemed Awards shall vest immediately;
(iii) any Performance Share Units held by the Participant that have vested as of the Termination date and any Deemed Awards that vested in accordance with Section 9.6(a)(ii) shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;
(iv) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date;
(v) any Performance Share Units held by the Participant that are not yet vested at the Termination Date and do not vest in accordance with Section 9.6(a)(ii) immediately expire and are cancelled and forfeited on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(vi) such Participant’s eligibility to receive further grants of Performance Share Units under the Plan ceases as of the Termination Date.
(b) Termination other than Death: Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
(i) any Performance Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement, and any Performance Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture;
(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the Termination Date;
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(iii) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and
(iv) unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Performance Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an Employee of the Corporation or an Affiliate.

9.7 Non-transferability of Performance Share Units.

The Performance Shares Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement until the date of settlement through delivery or other payment, and any attempt to do so will cause such Performance Share Units to be null and void. A vested Performance Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of decent and distribution may redeem any vested Performance Share Units in accordance with the provisions of Section 9.6.

ARTICLE 10

RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

10.1 Employment.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Corporation or one of its Affiliates to terminate any Participant’s employment, consulting or other service relationship with the Corporation or one of its Affiliates at any time, nor confer upon any Participant any right to continue in the capacity in which they are employed or otherwise serves the Corporation or one of its Affiliates.

Neither an Award nor any benefits arising under this Plan shall constitute a promise of employment or service contract with the Corporation or one of its Affiliates for any particular period of time. Subject to the terms of this Plan, this Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Corporation or one of its Affiliates for severance payments or otherwise, except as provided in this Plan.

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Corporation and an Affiliate or among Affiliates, shall not be deemed a termination of employment. The Committee may provide in a Participant’s Award Agreement or otherwise the conditions under which a transfer of employment to an entity that is spun off from the Corporation or an Affiliate shall not be deemed a termination of employment for purposes of an Award.

10.2 Participation.

No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

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10.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

ARTICLE 11

CHANGE OF CONTROL

11.1 Accelerated Vesting and Payment.

Subject to the provisions of Section 11.2 or as otherwise provided in the Plan or the Award Agreement, in the event of a Change of Control, the Committee shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Committee in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the Exchange. For greater certainly, there shall be no acceleration of vesting provisions applicable to any Options held by an Investor Relations Service Provider providing Investor Relations Activities to the Corporation without the prior acceptance of the Exchange.

11.2 Alternative Awards.

Notwithstanding Section 11.1, subject to the prior approval of the Exchange where applicable, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “ Alternative Award ”) by any successor to the Corporation or an Affiliate as described in Article 14; provided, however, that any such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;
(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;
(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;
(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and
(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).
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ARTICLE 12

AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

12.1 Amendment, Modification, Suspension and Termination.

(a) Except as set out in clauses 16.5 and 12.1 below, and as otherwise provided by law, or Exchange rules and provided that such revisions do not alter the scope, nature or intent of the Plan or Award, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part, without notice to, or approval from, shareholders, including, but not limited to for the purposes of:
(i) making any amendments to the general vesting provisions of any Award;
(ii) making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date;
(iii) making any amendments to add covenants or obligations of the Corporation for the protection of Participants;
(iv) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or
(v) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.
(b) Other than as expressly provided in an Award Agreement or as set out in Section 11.2 hereof or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.
(c) The following amendments to the Plan shall require the prior approval of the Corporation’s shareholders, other than, in respect of the amendments contemplated under Sections 12.1(c)(i)-11.1 below, those carried out pursuant to Section 4.10 hereof:
(i) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Corporation or one of its Affiliates;
(ii) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan;
(iii) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Corporation;
(iv) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise;
(v) An extension of the expiry date of an Option issued to Insiders; or
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(vi) Any amendment to the amendment provisions of the Plan under this Section 12.1.

12.2 Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events

Subject to the approval of the TSXV, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events in addition to the events described in Section 11 hereof affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

12.3 Awards Previously Granted.

Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 13

WITHHOLDING

13.1 Withholding.

The Corporation or any Affiliate shall have the power and the right to deduct or withhold, or require a Participant to remit to the Corporation or any Affiliate, an amount sufficient to satisfy federal, state and local taxes or provincial, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising or as a result of this Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Corporation withhold and sell Shares or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies.

13.2 Acknowledgement.

Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Corporation. Participant further acknowledges that the Corporation: (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant’s liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Corporation may be required to withhold or account for taxes in more than one jurisdiction.

ARTICLE 14

SUCCESSORS

Rights and obligations under the Plan may be assigned by the Corporation (without the consent of Participants) to a successor in the business of the Corporation, any company resulting from any

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amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any company acquiring all or substantially all of the assets or business of the Corporation. Any obligations of the Corporation or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Corporation or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Corporation or Affiliate, as applicable.

ARTICLE 15

GENERAL PROVISIONS

15.1 Forfeiture Events.

Without limiting in any way the generality of the Committee’s power to specify any terms and conditions of an Award consistent with law, and for greater clarity, the Participant’s rights, payments and benefits with respect to an Award shall, at the sole discretion of the Committee, be subject to reduction, cancellation, forfeiture of any vested and unvested Awards or recoupment of any payments or settlements made in the current Fiscal Year or immediately prior Fiscal Year (provided such determination is made within 45 days of the end of that Fiscal Year) upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such specified events shall include, but shall not be limited to, any of: (a) the Participant’s failure to accept the terms of the Award Agreement, violation of material Corporation and Affiliate policies, breach of non-competition, confidentiality, non-solicitation, non-interference, corporate property protection or other agreements that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Corporation and Affiliates; (b) the Participant’s misconduct, fraud, gross negligence; and (c) the restatement of the financial statements of the Corporation that resulted in Awards which should not have vested, settled, or been paid had the original financial statements been properly stated. The Participant will not be entitled to any compensation or damages in respect of any reduction, cancellation or forfeiture of vested or unvested Awards or recoupment of any payments in connection with this Section 15.1.

15.2 Cessation of Vesting and Eligibility for Awards following Termination

A Participant’s eligibility to be granted Awards under the Plan ceases on the Termination Date. Except if and as required to comply with applicable minimum requirements contained in ESL, the Participant is not eligible for continued vesting of any Award during any period in which the Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and the Participant will not be entitled to any damages or other compensation in respect of any Award that does not vest or is not awarded due to termination as of the Termination Date of the Participant’s employment, consulting engagement or directorship, as the case may be, with the Corporation or an Affiliate for any reason. The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of Participant’s employment, consulting engagement or directorship; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Corporation or an Affiliate that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, consulting engagement or service as a Director.

15.3 Legend.

The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

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15.4 Delivery of Title.

The Corporation shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Corporation determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Corporation determines to be necessary or advisable.

15.5 Investment Representations.

The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

15.6 Uncertificated Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange.

15.7 Unfunded Plan.

Participants shall have no right, title or interest whatsoever in or to any investments that the Corporation or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Corporation, except that if an Affiliate executes an Award Agreement instead of the Corporation the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Corporation. To the extent that any individual acquires a right to receive payments from the Corporation or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Corporation or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Corporation or Affiliate, as applicable, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

15.8 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

15.9 Other Compensation and Benefit Plans.

Nothing in this Plan shall be construed to limit the right of the Corporation or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such other plan, policy, program or arrangement.

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15.10 No Constraint on Corporate Action.

Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Corporation’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Corporation or an Affiliate to take any action which such entity deems to be necessary or appropriate.

15.11 Compliance with Canadian Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

15.12 Termination of a Directorship

Unless otherwise specified in an Award Agreement or otherwise determined by the Board:

(a) where, in the case of a Director, a Participant’s term of office is terminated by the Corporation or an Affiliate for breach by the Director of their fiduciary duty to the Corporation or an Affiliate (as determined by the Board in its sole discretion), then any Awards, other than DSUs (and related dividend equivalents), held by the Director at the Termination Date will be immediately forfeited to the Corporation on the Termination Date;
(b) where, in the case of a Director, a Participant’s term of office terminates for any reason other than death or Disability or a breach of their fiduciary duty to the Corporation (as determined by the Board in its sole discretion), subject to the requirements of Policy 4.4 of the Exchange, the Board may in its sole discretion, at any time prior to or following the Termination Date provide for the exercise, vesting or settlement of any or all Awards other than DSUs held by the Participant on the Termination Date; and
(c) the Participant will not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the termination of the Participant’s term of office as a Director.

ARTICLE 16

LEGAL CONSTRUCTION

16.1 Number.

Except where otherwise indicated by the context, plural terms used herein shall include the singular, and the singular shall include the plural.

16.2 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

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16.3 Requirements of Law.

The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Corporation or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Corporation or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation or an Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation or Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

16.4 Governing Law.

The Plan and each Award Agreement shall be governed by the laws of the Province of British Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

16.5 Compliance with Employment Standards

It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL and it is the intention of the Corporation and its Affiliates to comply with the minimum applicable requirements contained in ESL. Accordingly, the Plan shall: (a) not be interpreted as in any way waiving or contracting out of ESL, and (b) be interpreted to achieve compliance with ESL. In the event that ESL provides for a superior right or entitlement upon termination of employment or otherwise (“Statutory Entitlements”) than provided for under the Plan, a Participant will be provided with a Participant’s minimum Statutory Entitlements in substitution for a Participant’s rights under the Plan. There shall be no presumption of strict interpretation against the Corporation or any Affiliates.

16.6 Compliance with Section 409A of the Code.

(a) To the extent the Plan is applicable to a particular Participant subject to the Code, it is intended that this Plan and any Awards made hereunder shall not provide for the payment of “deferred compensation” within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause such a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. This Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent.
(b) To the extent that any amount or benefit in favour of a Participant who is subject to the Code would constitute “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of “change in control event,” “disability,” or “separation from service,” as the case may be, in Section 409A of the Code and applicable proposed or final treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code. This provision does not prohibit the vesting of any Award or
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the vesting of any right to eventual payment or distribution of any amount or benefit under this Plan or any Award Agreement.

(c) The Committee shall use its reasonable discretion to determine the extent to which the provisions of this Article 16.5 will apply to a Participant who is subject to taxation under the ITA.

SCHEDULE “B”

TESORO MINERALS CORP.

Audit Committee Charter

Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to (i) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements; (ii) review and appraise the performance of the Company’s external auditors; and (iii) provide an open avenue of communication among the Company’s auditors, financial and senior management and the board of directors.

Composition

The Committee shall be comprised of three directors as determined by the board of directors, the majority of whom shall be free from any relationship that, in the opinion of the board of directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the board of directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full board of directors, the members of the Committee may designate a Chair by a 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 job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

B-1

Responsibilities and Duties

To fulfil its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion or review rendered by the external auditors.

External Auditors

(a) Review annually the performance of the external auditors who shall be ultimately accountable to the board of directors and the Committee as representatives of the shareholders of the Company.
(b) Obtain annually a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take or recommend that the full board of directors take appropriate action to oversee the independence of the external auditors.
(e) Recommend to the board of directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.
(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than 5% of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

B-2

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and
(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the board of directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.
(b) Consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related party transactions.

B-3

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Tesoro Minerals Corp. — Proxy Solicitation & Information Statement 2024

43067_rns_2024-05-23_c3e4cade-e871-4a17-b9a9-e74157639106.pdf

TESORO MINERALS CORP.

INFORMATION CIRCULAR

GENERAL INFORMATION

SOLICITATION OF PROXIES

REGISTERED SHAREHOLDERS

BENEFICIAL SHAREHOLDERS

If you are a Beneficial Shareholder :

UNITED STATES SHAREHOLDERS

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES AND VIFS

VOTING OF PROXIES AND VIFS

QUORUM

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Review Process

Elements of Executive Compensation Program

Base Salary or Consulting Fees

Bonus Payments

Equity Participation

Option-based Awards

Stock Option Plan

Summary Compensation Table

Employment and Consulting Agreements

Incentive Plan Awards

Outstanding Share-based and Option-based Awards

Pension Plan Benefits and Defined Contribution Plans

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

CORPORATE GOVERNANCE

Board of Directors

Descriptions of Roles

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT COMMITTEE

Overview

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Cyrus Driver (Committee Chairman)

Antony Harwood

Valeria Pascale

Complaints

Audit Committee Oversight

Reliance on Exemptions in NI 52-110 regarding De Minimis Non-audit Services or on a Regulatory Order Generally

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemptions

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Report of the Directors

2. Financial Statements, Audit Report and Management’s Discussion and Analysis

3. Set Number of Directors to be Elected

4. Election of Directors

Cease Trade Orders and Bankruptcy

Penalties and Sanctions

5. Appointment and Remuneration of Auditor

6. Approval of Omnibus Equity Incentive Compensation Plan

Purpose

Types of Awards

Plan Administration

Shares Available for Awards

Eligible Persons

Limits for Individuals

Limits for Consultants

Limits for Investor Relations Service Providers

Blackout Period

Vesting

Description of Awards and Effect of Termination on Awards

Options

Tesoro Minerals Corp. Proxy Solicitation & Information Statement 2024