THEMAC Resources Group Limited — AGM Information 2023

Jul 11, 2023

THEMAC RESOURCES GROUP LIMITED

1500 - 409 Granville Street Vancouver, B.C. V6C 1T2 Telephone: 505 382-5770 Fax: 604-608-9023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that an annual general meeting of Shareholders (the "Meeting") of THEMAC Resources Group Limited (the "Corporation") will be held at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, by way of in-person/teleconference call on Friday, August 4, 2023 at 1:00 pm (Pacific Time). The Corporation is offering Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call as follows:

Dial by your location

1-855-244-8677
1-416-915-6530
1-855-282-6330
1-415-655-0002
1-800-517-284
9008-66941
Attendee Access Code: 2770 180 8509

The Meeting is to be held for the following purposes:

• 1. to receive and consider the audited financial statements of the Corporation for its fiscal year ended June 30, 2022, the report of the auditor thereon and the related management discussion and analysis;
• 1. to elect directors of the Corporation for the ensuing year;
• 1. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year at a remuneration to be fixed by the directors; and
• 1. to consider and, if though fit, to pass an ordinary resolution approving and ratifying the Corporation's fixed stock option plan, as amended, as more particularly described in the accompanying Information Circular; and
• 1. to transact such other business, including amendments to the foregoing, as may properly come before the Meeting or any adjournment or adjournments thereof.

The Meeting will also consider any permitted amendment to or variation of any matter identified in this Notice, and transact such other business as may properly come before the Meeting or any adjournment thereof. A Management Proxy Circular (the "Circular") accompanies this Notice and contains details of the matters to be considered at the Meeting.

A copy of the audited financial statements for the year ended June 30, 2022, report of the auditor and related management discussion and analysis will be made available at the Meeting, and copies are available on SEDAR at www.sedar.com.

Registered shareholders who are unable to attend the Meeting in person and wish to ensure that their shares will be voted at the Meeting, must complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy. Attendance by teleconference allows shareholders to listen to, but not to vote at the meeting.

If your shares are held in a brokerage account you are not a registered shareholder. Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting.

DATED at Vancouver, British Columbia, as of the 6th day of July, 2023.

BY ORDER OF THE BOARD

"Andrew Maloney"

Andrew Maloney President and Chief Executive Officer

THEMAC RESOURCES GROUP LIMITED

1500 - 409 Granville Street Vancouver, B.C. V6C 1T2 Telephone: 505 382-5770 Fax: 604-608-9023

MANAGEMENT PROXY CIRCULAR

as at June 28, 2023, or as otherwise indicated

This Management Proxy Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of THEMAC Resources Group Limited (the "Corporation") for use at the annual general meeting (the "Meeting") of its shareholders to be held on August 4, 2023 at the time and place and for the purposes set forth in the accompanying Notice of the Meeting.

In this Circular, references to "the Corporation", "we" and "our" refer to THEMAC Resources Group Limited. "Shares" means common shares without par value in the capital of the Corporation. "Registered Shareholders" means those shareholders whose names appear on the records of the Corporation as the registered holders of Shares. "Beneficial Shareholders" means shareholders who do not hold Shares in their own name and "intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

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

Appointment of Proxyholders

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

Voting by Proxyholder

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

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
• (b) any amendment to or variation of any matter identified therein, and
• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person.

A proxy will not be valid unless it is deposited with our transfer agent Computershare,

(i) by mail using the enclosed return envelope or

(ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), by facsimile to 1-866-249-7775 or 1-416-263-9524 (if outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy.

Whatever method a Registered Shareholder chooses to submit their proxy they must ensure that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof.

Beneficial Shareholders

The following information is of significantimportance to shareholders who do not hold Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders or as set out in the following disclosure.

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

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

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

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

The form of proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote your Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge mails 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, you should insert the name of the desired representative (which may be yourself) in the blank space 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 the voting of Shares to be represented at the Meeting and the appointment of any shareholder's representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Shares voted at the Meeting or to have an alternate representative duly appointed to attend and vote your Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involve securities of an issuer located in Canada and are being effected in accordance with the corporate laws of Yukon, Canada and securities laws of the provinces and territories of Canada. 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 the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

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

Revocation of Proxies

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

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

(b) personally attending the Meeting and voting the Registered Shareholder's Shares.

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

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

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of the Corporation has fixed June 28, 2023 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting, except to the extent that:

(a) the shareholder has transferred the ownership of any such Shares after the Record Date; and

(b) the transferee produces a properly endorsed share certificate for or otherwise establishes ownership of any of the transferred Shares and makes a demand to Computershare no later than 10 days before the Meeting that the transferee's name be included in the list of shareholders in respect thereof.

As of June 28, 2023, there were 79,400,122 Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Shares.

To the knowledge of the directors and executive officers of the Corporation, the only persons that beneficially owned, directly or indirectly, or exercised control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Corporation as at June 28, 2023 was:

ShareholderName	NumberofSharesHeld	PercentageofIssuedShares
Kevin William Maloney	60,476,879(1)	76.17%

Note:

(1) 1,965,000 of these Shares are held in the name of Kevin William Maloney, 10,561,879 of these Shares are held in the name of Marley Holdings Pty Ltd., a private company of which Kevin Maloney is a director, and 47,950,000 of these Shares are held in the name of Tulla Resources Group Pty Ltd. ("Tulla"), also a private company of which

Kevin Maloney is the Executive Chairman. The above information was supplied to the Corporation by Kevin Maloney.

FINANCIAL STATEMENTS

The audited annual financial statements of the Corporation for the year ended June 30, 2022, report of the auditor and related management discussion and analysis thereof are filed on SEDAR at www.Sedar.com and will be placed before the Meeting.

VOTES NECESSARY TO PASS RESOLUTIONS

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

ELECTION OF DIRECTORS

The Articles of the Corporation provide that the number of directors of the Corporation will be a minimum of three and a maximum of seven. The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director's office is vacated earlier in accordance with the provisions of the Business Corporations Act (Yukon), each director elected will hold office until the conclusion of the next annual meeting of the Corporation, or if no director is then elected, until a successor is elected.

The Board has set the number of directors to be elected at the Meeting at four (4). Accordingly, pursuant to the Corporation's Articles of Incorporation, the Shareholders will be asked to elect four (4) directors at the Meeting.

Advance Notice By‐Law

On October 29, 2013, the Board adopted an advance notice by-law. (the "Advance Notice By-Law") for the purpose of providing Shareholders, directors and management of the Corporation with a clear framework for nominating directors of the Corporation in connection with any annual or special meeting of shareholders. The Advance Notice By-Law was ratified and approved by Shareholders at the Corporation's annual meeting held on December 19, 2013.

The purpose of the Advance Notice By-Law is to (i) ensure that all Shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) facilitate an orderly and efficient process for annual or, where the need arises, special meetings of Shareholders. The Advance Notice By-Law fixes the deadline by which Shareholders must submit director nominations to the Corporation prior to any annual or special meeting of Shareholders and sets forth the information that a Shareholder must include in a written notice to the Corporation for any director nominee to be eligible for election at such annual or special meeting of shareholders.

Another purpose of the Advance Notice By-Law is to foster a variety of interests of the Shareholders by ensuring that all Shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice By-Law fixes a deadline by which holders of common shares must submit director nominations to the Corporation prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the advance notice to the Corporation for it to be in proper written form.

The Advance Notice By-Law also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Corporation applicable to directors and in effect during such person's term in office as a director.

The foregoing is merely a summary of the Advance Notice By-Law, is not comprehensive and is qualified by the full text of such policy, a copy of the Corporation's Advance Notice By-Law is filed under the Corporation's SEDAR profile at www.sedar.com.

The following disclosure sets out the names of management's nominees for election as directors, all major offices and positions with the Corporation and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment, the period of time during which each has been a director of the Corporation and the number of Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date.

The Board has an audit committee, a compensation committee and a corporate governance committee. The following table also discloses membership of these committees.

Name,JurisdictionofResidenceandPosition	Principaloccupation,businessoremploymentand,ifnotapreviouslyelectedDirector,occupation,businessoremploymentduringthepast5years*	PreviousServiceasaDirector	NumberofSharesBeneficiallyOwned,ControlledorDirected,DirectlyorIndirectly
KEVINWILLIAMMALONEYChairman, DirectorNew South Wales, Australia	Executive Chairman of MarleyHoldings Pty Ltd.; ExecutiveChairman of Tulla Resources GroupPty Ltd.; Executive Chairman ofPhoenix Industrial Minerals Pty Ltd.and Non-Executive Director ofPantoro Ltd; Former (i) NonExecutive Chairman of Altona MiningLimited, (ii) Non-ExecutiveChairman of Northern EnergyCorporation Limited, and (iii) NonExecutive Director of HRL HoldingsLimited, all of which were at the timelisted on the ASX in Australia (iv)Executive Chairman of TullaResources Plc.	Director SinceSeptember, 2005	60,476,879(1)
ANDREWMALONEY(3)(4)(5)CEO, DirectorMadrid, Spain	CEO and Director of The MacResources Group. Previously (i)Managing Director of Tulla Group,(ii) Executive at The MAC ServicesGroup.	Director SinceFebruary 15,2013	837,500

Name,JurisdictionofResidenceandPosition	Principaloccupation,businessoremploymentand,ifnotapreviouslyelectedDirector,occupation,businessoremploymentduringthepast5years*	PreviousServiceasaDirector	NumberofSharesBeneficiallyOwned,ControlledorDirected,DirectlyorIndirectly
BARRETTSLEEMAN,P.ENG.(3)(4)(5)DirectorWashington, U.S.A.	President of Ernest ResourcesLimited, a private consultingcompany owned by Mr. Sleeman.	Director SinceDecember, 2002	1,365,251(2)
DR.PIERCECARSONDirector(3)New Mexico, U.S.A.	Chief Executive Officer and Directorof Continental Lithium Ltd. Miningconsultant 2017-2022.	Director SinceMay 26, 2023	Nil

Notes:

• (1) 10,561,879 of these Shares are held in the name of Marley Holdings Pty Ltd., a private company of which Kevin Maloney is a director, and 47,950,000 of these Shares are held in the name of Tulla Resources Group Pty Ltd. ("Tulla"), also a private company of which Kevin Maloney is the Executive Chairman.
• (2) 498,919 of these Shares are held in the name of Ernest Resources Limited, a private company controlled by Barrett Sleeman.
• (3) Member of the Audit Committee.
• (4) Member of the Corporate Governance Committee.
• (5) Member of the Compensation Committee.

*The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees.

Occupation, Business or Employment of Directors

Kevin William Maloney – Director

Mr. Kevin William Maloney has been the Chairman of the Corporation since 2005. He was formerly the Executive Chairman and Managing Director of The MAC Services Group Limited ("The MAC") from 1988 until its sale to Oil States International in 2010 and was heavily involved in all stages of The MAC's growth, including its move into mining services accommodation in 1996. He was also formerly Executive Chairman of Tulla Resources Plc. Mr. Maloney serves as Executive Chairman at Phoenix Industrial Minerals Pty Ltd. and Non-Executive Director of Pantoro Ltd. He also serves as the Chief Executive Officer and Managing Director of Tulla Group Pty Ltd. He has had an extensive career in retail banking, finance and resources. Mr. Maloney joined Elders Resources in 1981, after spending 20 years with the ANZ Bank. During his time at Elders Resources, he held numerous positions including Chief Executive Officer of Elders Resources Finance Ltd. Mr. Maloney has a wealth of experience in the resources and finance industries and has considerable experience in debt and equity raisings for both listed and unlisted companies including many resource companies.

Andrew Maloney – Director

Mr. Andrew Maloney served as Interim Chief Executive Officer of the Corporation from February 2013 until his appointment as Chief Executive Officer of the Corporation in August 2013. Mr. Maloney was previously Managing Director of Tulla Group, the family investment office of the Maloney's. Tulla Group is the major shareholder of the Corporation with its investment focus on the resources sector. Prior to his Managing Director role at Tulla Group, Andrew was an Executive at The MAC Services Group, Australia's largest integrated mining accommodation provider. During his 10 years at The MAC Services Group, he was closely involved in the company's growth, its public listing on the ASX in 2007 and then the ultimate sale of the company in 2010 for $651m to the NYSE listed Oil States International Inc. Mr. Maloney has held numerous roles in the development and construction industry. Mr. Maloney's experience as a leader in public company work with The MAC Services Group provides the Audit Committee with strong financial knowledge.

Barrett Sleeman – Director

Barrett Sleeman P.Eng, Graduate of Colorado School of Mines in Mining Engineering, Life member British Columbia Professional Engineers. Former CEO until 2013 and current director of THEMAC Resources Group Limited and currently serves on the Audit, Compliance and Compensation Committees. Past career includes: Plant Engineer for Canada Cement Lafarge at cement plants in Alberta and Ontario, Plant Engineer for Gulf Oil at major natural gas processing plant in Alberta, Senior Loan Supervisor for $5 billion hydrocarbon portfolio Royal Bank of Canada, Financial Analyst for Canadian national brokerage house Walwyn and Company, Extensive involvement in one provincial and two federal successful Canadian political campaigns, Assistant to the CEO of Mineral Resources International which brought into production a greenfield, polymetallic underground mine on Baffin Island, Vice President of Baymag Mines Inc. which brought into production greenfield magnesite mine in British Columbia, CEO of Whitehawk Ventures Limited, which drilled deep exploration hydrocarbon test in Israel, CEO of startup Omicron Technologies Inc. which partnered with the Jet Propulsion Lab in Altadena, California for continued development of several cutting edge technologies, Past director of Dexton Computers Limited which transitioned to Rapid Fusion Inc, Past director of Able Auctions Inc. which transitioned to Sino Coking and Coal, Retired Volunteer, Emergency Medical Technician and First Responder. Current Director of Life Supply Inc. a medical supply company.

Pierce Carson – Director

Dr. Carson has had an international mining career spanning over 40 years. He has held the positions of Senior Geologist, Overseas Mineral Evaluation, and Exploration Manager, Australia for Exxon Minerals Company; Manager of Precious Metals Exploration, North America for Kennecott Copper Corporation. President and Director of Mining & Exploration Operations in Australia, Papua New Guinea, USA, Canada, and Mexico for Nord Pacific Ltd.; President and Vice-President of Exploration for Nord Resources Corporation, Chief Executive Officer for Santa Fe Gold Corporation and Chief Executive Officer for Magellan Gold Corporation. Currently he is Chief Executive Officer and a director of Continental Lithium Ltd. Dr. Carson has managed the discovery, financing, development and operation of precious metals, base metals and industrial minerals properties in the U.S., Australia, Africa, and Papua New Guinea. He has been responsible for or closely involved with the development of numerous mineral deposits into active mines. Dr. Carson's career has included a strong emphasis on exploration and development of copper deposits. Dr. Carson holds a PhD in Economic and Structural Geology and an MS in Ore Deposits from Stanford University, and a bachelor's degree in Geology from Princeton University.

None of the proposed nominees for election as a director of the Corporation are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Corporation acting solely in such capacity.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the election of the Nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

Cease Trade Orders and Bankruptcies

Within the last 10 years before the date of this Circular, except as disclosed below, no proposed nominee for election as a director of the Corporation was a director or executive officer of any company (including the Corporation in respect of which this Circular is prepared) or acted in that capacity for a company that was:

(a) subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

(b) subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;

(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has 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;

(d) 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

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

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation maintains directors' and officers' liability insurance coverage against liability incurred by the directors and officers of the Corporation serving in such capacity. The current annual coverage limit for the Corporation is $5,000,000. There is generally a deductible of $15,000 unless provided otherwise under the insurance policy. The most recent annual premium paid by the Corporation under this coverage was $14,600. In addition, the Corporation paid $5,280 in additional coverage for a $3,000,000 additional "Side A" coverage, and a related commission, respectively**.**

APPOINTMENT OF AUDITOR

Davidson & Company LLP, Chartered Professional Accountants, 1200 – 609 Granville Street, Vancouver, British Columbia, will be nominated at the Meeting for appointment as auditor of the Corporation at a remuneration to be fixed by the directors. Davidson & Company LLP was first appointed as auditor of the Corporation by the Shareholders on December 3, 2014.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 – Audit Committees ("NI 52-110") requires the Corporation, as a venture issuer, to disclose annually in its Management Proxy Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following disclosure:

The Audit Committee's Charter

The Audit Committee has a charter. A copy of the Audit Committee Charter is attached to the Management Proxy Circular for the 2005 annual meeting and filed on SEDAR at www.sedar.com on November 18, 2005, and is incorporated herein by reference.

Composition of the Audit Committee

The members of the Audit Committee are Andrew Maloney, Barrett Sleeman and Pierce Carson. Mr. Sleeman and Mr. Carson are independent members of the Audit Committee. All members of the Audit Committee are considered to be financially literate.

A member of the audit committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Corporation's Board, reasonably interfere with the exercise of a member's independent judgement.

A member of the audit committee is considered financially literate if he or she has the ability to read and understand a set of financial statements 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.

Relevant Education and Experience

See the disclosure above under the heading "Occupation, Business or Employment of Directors".

Each member of the Audit Committee has:

• an understanding of the accounting principles used by the issuer to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
• 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 issuer's financial statements, or experience actively supervising individuals engaged in such activities; and
• an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any auditor other than Davidson & Company LLP.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by the auditors to the Corporation to ensure auditor independence. Fees incurred with the auditors for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table.

FinancialYearEnding	AuditFees(1)	AuditRelatedFees(2)	TaxFees(3)	AllOtherFees(4)
June 30, 2022	$35,427	$Nil	$Nil	$Nil
June 30, 2021	$30,000	$Nil	$Nil	$Nil

Notes:

• (1) "Audit Fees" include fees necessary to perform the annual audit of the Corporation's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
• (2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
• (3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
• (4) "All Other Fees" include all other non-audit services.

Reliance on Certain Exemptions

The Corporation's auditor, Davidson & Company LLP, Chartered Professional Accountants, has not provided any material non-audited services.

Pre‐Approval Policies and Procedures

See Audit Committee Charter for specific policies and procedures for the engagement of non-audit services.

Exemption

As the Corporation is a "venture issuer" as defined under NI 52-110, it is relying upon the exemptions from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE

General

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

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Corporation's board, be reasonably expected to interfere with the exercise of a director's independent judgment.

The Board considers that Barrett Sleeman and Pierce Carson as independent within the meaning of NI 52-110. Mr. Carson is a member of the Audit Committee and Mr. Sleeman is a member of the Audit, Compensation and Corporate Governance Committees.

The Board considers that, within the meaning of NI 52-110, Kevin Maloney is non-independent due to his control of a material share ownership position in the Corporation and Mr. Andrew Maloney is non-independent as he currently acts as an executive officer of the Corporation.

The Board considers that two of the four members of the Board are "independent" within the meaning of NI 52-110. The Board encourages leadership and independence at the Board by delegating key matters to Board committees which are composed of a majority of independent members.

During the most recently-completed fiscal year, the independent members of the Board held no meetings at which non-independent members of the Board and members of management were not present. However, the Board is of the view that given its size, the nature of the Corporation's activities and the experience of each of the members of the Board, the presence of the non-independent directors at Board meetings does not prevent the independent directors from engaging in open and candid discussion regarding any issues that may come before the Board.

Kevin Maloney chairs the meetings of the Board and is not an independent director. Given the current size of the Board and the nature of the Corporation's activities, the Board believes that Mr. Maloney is uniquely suited to fulfil his role as the chair of Board meetings. The Board does not have a "lead director". The other directors are all senior, experienced managers very familiar with the mining and exploration industry. "In Camera" sessions are available for use by the independent directors as frequently as they feel is necessary.

Directorships

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

NameofDirector	NameofReportingIssuer	ExchangeListed
Kevin William Maloney	Pantoro Ltd	ASX

Orientation and Continuing Education

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

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

The Board does not formally provide continuing education to its directors. The directors are experienced members, including three independent directors who are directors and/or officers of other reporting issuers in the mining sector. The Board relies on professional assistance when judged necessary in order to be educated or updated on a particular topic.

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 directors' 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.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. The Board as a whole is responsible for identifying and recommending new candidates for Board nomination.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Compensation

The Compensation Committee is composed of one independent director and one non-independent director. Barrett Sleeman is independent and Andrew Maloney is non-independent. The Compensation Committee reviews and recommends to the Board for approval the compensation of the members of the Board and the senior executives of the Corporation.

The process by which the Compensation Committee determines the compensation of its executive officers is described in the section entitled "Statement of Executive Compensation" below.

The Corporation did not engage any compensation consultant or advisor during the most recently completed fiscal year.

Other Board Committees

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

The members of the Corporate Governance Committee are Andrew Maloney and Barrett Sleeman.

The primary role and responsibility of the Corporate Governance Committee is to:

• 1. review and make recommendations to the Board respecting:
  • (a) corporate governance in general and the Board's stewardship role in the management of the Corporation, including the role and responsibilities of directors

and appropriate policies and procedures for directors to carry out their duties with due diligence and in compliance with all legal and regulatory requirements;

• (b) general responsibilities and functions of the Board and its members, including position descriptions for the President and Chief Executive Officer and the Chair;
• (c) the organization, mandate and responsibilities of Board committees;
• (d) the procedures for effective Board meetings to ensure that the Board functions independently of management and without conflicts of interest;
• (e) the long term plan for the composition of the Board that takes into consideration the current strengths, skills and experience on the Board and the strategic direction of the Corporation;
• (f) the Board nominees for election as members of the Board, in consultation with the Chair of the Board and the President and Chief Executive Officer, annually;
• (g) as required, candidates to fill any Board and Committee vacancies;
• (h) annually, together with the Chairs of other Board Committees, the scope, duties and responsibilities of those Committees and where advisable, any amendments thereto, as well as the establishment or disbanding of Board Committees and changes to their composition, including the Chairs thereof;
• (i) the framework for delegating authority from the Board to management; and
• (j) any improvements necessary to ensure an effective and appropriate working relationship between management and the Board.
• 1. review the qualifications of candidates for Board membership and the slate of candidates for directors to be nominated for election by shareholders at annual general meetings of shareholders;
• 1. oversee the development and implementation of a process for regularly assessing the effectiveness of the Board, its committees and its members;
• 1. oversee the development of appropriate induction and education programs for new directors;
• 1. oversee the development of corporate governance policies and practices and a procedure for assessing the effectiveness of, and compliance with, those policies and practices;
• 1. establish procedures for Board meetings and to otherwise ensure that the processes, procedures and structure are in place to ensure that the Board functions independently of management and without conflicts of interest;
• 1. review related party transactions to ensure that they reflect sound industry practices and are in the best interests of the Corporation; and
• 1. review and approve the corporate governance disclosure section in the Corporation's management proxy circular, and any other corporate governance matters as required by public disclosure requirements.

Assessments

The Board, as a whole, is responsible for assessing on an ongoing basis the: (i) performance and contribution of each of the members of the Board on an individual basis; and (ii) performance and effectiveness of the Board generally and of each of its Committees. The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and the committees.

STATEMENT OF EXECUTIVE COMPENSATION

GENERAL

The following information is provided as required under Form 51-102F6V – Statement of Executive Compensation, for Venture Issuers (the "Form"), as such term is defined in National Instrument 51- 102.

For the purposes of this Statement of Executive Compensation:

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

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

• (a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;
• (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;
• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year;
• (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation to NEOs and directors of the Corporation for the three completed financial years ended June 30, 2022, June 30, 2021, and June 30, 2020. Options and compensation securities are disclosed under the heading "Stock Options and Other Compensation Securities" of this Form.

During the financial years ended June 30, 2022, June 30, 2021, and June 30, 2020 based on the definition above, the NEOs of the Corporation were: Andrew Maloney, Chief Executive Officer and Director, Mark McIntosh, Chief Financial Officer and Jeffrey Smith, Chief Operating Officer. The Directors of the Corporation who were not NEOs during the financial years ended June 30, 2022, June 30, 2021, and June 30, 2020 were Kevin William Maloney, Barrett Sleeman, Joel D. Schneyer and Deborah Peacock.

Table of compensation excluding compensation securities
Name andposition	Year	Salary,consultingfee, retainerorcommission($)	Bonus1($)	Committeeormeetingfees($)	Value ofperquisites($)	Value of allothercompensation2($)	TotalCompensation($)
Andrew MaloneyCEO and Director	202220212020	NilNilNil	NilNilNil	NilNilNil	NilNilNil	55,83355,00055,000	55,83355,00055,000
Mark McIntoshCFO	202220212020	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil
Jeffrey SmithCOO	202220212020	325,324330,313345,609	NilNilNil	NilNilNil	NilNilNil	NilNilNil	325,324330,313345,609
Kevin WilliamMaloneyDirector	202220212020	NilNilNil	NilNilNil	NilNilNil	NilNilNil	80,00080,00080,000	80,00080,00080,000
Barrett SleemanDirector	202220212020	NilNilNil	NilNilNil	NilNilNil	NilNilNil	51,66750,00050,000	51,66750,00050,000
Joel D. Schneyer3Former Director	202220212020	NilNilNil	NilNilNil	NilNilNil	NilNilNil	70,00070,00070,000	70,00070,00070,000
DeborahPeacock4Former Director	202220212020	NilNilNil	NilNilNil	NilNilNil	NilNilNil	50,65060,00060,000	50,65060,00060,000

Table of Compensation, Excluding Compensation Securities in Financial Years ended June 30, 2022, June 30, 2021, and June 30, 2020

Notes:

(1) Bonus payments are made at the discretion of the Board of Directors. Timing and form of the payment of these bonuses is subject to the board's discretion. The form and timing is being designed to reflect the Corporation's financial capacity and long-term incentive nature of the compensation.

• (2) Includes directors' fees paid or accrued to the members of the Board of Directors.
• (3) Joel D. Schneyer resigned from the board of directors on July 27, 2022.
• (4) Deborah Peacock ceased to be a director effective May 4, 2022.

Stock Options and Other Compensation Securities

The Corporation has in place a fixed option plan (the "Option Plan") dated for reference December 3, 2014 and last approved by shareholder on March 2, 2016. On July 6, 2023, the Option Plan was amended by the board of directors in order to reflect recent amendments to the TSX Venture Exchange policies.

The Option Plan is a "fixed" plan pursuant to which the Corporation reserves up to 15,880,024 Shares for issuance upon exercise of options. Options can be granted for a term not to exceed ten years. See disclosure under heading "Securities Authorized for Issuance Under Equity Compensation Plans" below.

During the year ended June 30, 2022 there were no options granted to purchase Shares and no sharebased awards issued. Currently, there are no options outstanding under the Option Plan.

The following table sets forth incentive stock options (option-based awards) pursuant to the Corporation's share option plan that were issued to NEOs and directors of the Corporation who were not NEOs of the Corporation. There were no compensation securities granted in the financial year ended June 30, 2022. As of the date hereof, no options are outstanding.

Compensation Securities
NameandPosition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofIssue orGrant	Issue,conversion orexerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Andrew MaloneyCEO and Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Mark McIntoshCFO	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Jeffrey SmithCOO	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Kevin WilliamMaloneyDirector	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Barrett SleemanDirector	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Joel D. SchneyerFormer Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
DeborahPeacockFormer Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A

Exercise of Compensation Securities by NEOs and Directors

There were no options exercised by an NEO or a director of the Corporation who was not an NEO of the Corporation during financial year ended June 30, 2022.

Employment, Consulting and Management Agreement

The Corporation had no agreements with its NEOs concerning severance payments of cash or equity compensation as a result of termination of their arrangement with the Corporation or as a result of a change of control of the Corporation.

Oversight and Description of Director and NEO Compensation

The Board has a Compensation Committee and the responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Corporation's base compensation structure and equity-based compensation program, recommending compensation of the Corporation's officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives, are performed by the Compensation Committee.

The Compensation Committee also assumes responsibility for reviewing and monitoring the longrange compensation strategy for the Corporation's senior management. The Compensation Committee reviews the compensation of senior management on an annual basis taking into account compensation paid by other issuers of similar size and activity.

Philosophy and Objectives

The Corporation is a small, junior resource Corporation with limited resources. The compensation program for the senior management of the Corporation is designed within this context with a view that the level and form of compensation achieves certain objectives, including:

• (a) attracting and retaining qualified executives;
• (b) motivating the short and long-term performance of these executives; and
• (c) better aligning their interests with those of the Corporation's shareholders.

In compensating its senior management, the Corporation has employed a combination of base salary and equity participation through its share option plan. Recommendations for senior management compensation are presented to the Board for review.

Base Salary

In the Board's view, paying base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Corporation operates is a first step to attracting and retaining qualified and effective executives.

Bonus Incentive Compensation

The Corporation's objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the Corporation meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on

recommendations of the Compensation Committee. Such recommendations are generally based information provided by issuers that are similar in size and scope to the Corporation's operations.

Equity Participation

The Corporation believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Corporation's share option plan. Options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board based on recommendations put forward by the Compensation Committee. Due to the Corporation's limited financial resources, the Corporation emphasises the provisions of option grants to maintain executive motivation.

Compensation Review Process

Compensation for each of the Board members and each of the NEOs is approved by the Board as a whole. Base cash compensation and variable cash compensation levels are based, in part, on market survey data provided to the Board by independent consultants.

Benefits and Perquisites

The Corporation's NEOs are not generally entitled to significant perquisites or other personal benefits not offered to the Corporation's other employees.

The Corporation has not adopted a policy restricting its NEOs or directors from purchasing financial instruments that are designated 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 NEOs or directors have purchased such financial instruments.

Option‐Based Awards

The Corporation has in place a fixed option plan (the "Option Plan") dated for reference December 3, 2014 and previously approved by Shareholders. The Option Plan is a "fixed" plan pursuant to which the Corporation reserves up to 15,880,024 Shares for issuance upon exercise of options. Options can be granted for a term not to exceed ten years. See disclosure under heading "Securities Authorized for Issuance Under Equity Compensation Plans" below.

During the year ended June 30, 2022, there were no options granted to purchase Shares and as of the date hereof, no options remain outstanding under the Option Plan.

The process by which the Board grants option-based awards to executive officers is:

(a) The Compensation Committee recommends base salaries and stock option grants to the Board based on such criteria as performance, previous grants and hiring incentives. The Board approves base salaries and stock options at the same time to facilitate consideration of target direct compensation to executive officers. Additional options may be granted as options are replenished within the Option Plan.

(b) Options are granted at other times of the year to individuals commencing employment with the Corporation.

(c) The exercise price for the options is set in accordance with the policies of the TSX Venture Exchange ("TSXV").

Pension Disclosure

The Corporation does not have a pension plan and does not pay pension benefits to any of its NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The Option Plan is a fixed plan under which an aggregate 15,880,024 Shares are reserved for issuance upon the exercise of options awarded under the Option Plan. Such number represents approximately 20% of 79,400,122 Shares issued and outstanding as at the date of this Circular. The Option Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation. The Option Plan is administered by the Board. The Option Plan provides that options will be issued pursuant to option agreements to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. Shares issued upon exercise of options granted under the Option Plan will reduce the number of Shares available for grant under the Option Plan. Shares that are subject to option grants that expire or are cancelled without being exercised will again be available for grant under the Option Plan. All options expire on a date not later than ten (10) years after the issuance of such option. As at the date hereof, there are no options outstanding under the Option Plan.

At the Meeting, Shareholders will be asked to approve the amendments made to the Option Plan in order to comply with updates to the TSXV policy governing security based compensation (the "Amended and Restated Option Plan"). The material terms of the Amended and Restated Option Plan are described below. Capitalized terms used but not otherwise defined below shall have the meanings ascribed to such terms in the Amended and Restated Option Plan, a copy of which is attached hereto as Schedule "A".

• 1. Service Provider Service Providers are eligible for awards of options (each, an "Option") under the Fixed Option Plan. "Service Provider" means a person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers.
• 1. Maximum Plan Shares The maximum aggregate number of Common Shares of the Corporation that may be reserved for issuance under the Fixed Option Plan, together with all other Security Based Compensation Plans, at any point in time shall not exceed 15,880,024 Common Shares (which represents 20% of the Outstanding Shares upon the date of approval of the Fixed Option Plan by the Board), unless the Fixed Option Plan is amended pursuant to the requirements of the TSXV policies (and, if applicable, NEX policies).
• 1. Limitations on Issue The following restrictions on issuances of Options are applicable under the Fixed Option Plan, together with all other Share Compensation Arrangements:
  • (a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous twelve (12) months, exceeding 5% of the Outstanding Shares, unless the Corporation has obtained Disinterested Shareholder Approval (as defined in the Fixed Option Plan to mean approval

evidenced by a majority of the votes cast by all the Shareholders at a duly constituted Shareholders' meeting, excluding votes attached to Common Shares beneficially owned by Insiders of the Corporation who are Service Providers or their Associates);

• (b) the aggregate number of Options, together with any other Share Compensation Arrangement, granted to all Investor Relations Service Providers in any twelve (12) month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or the NEX, as the case may be);
• (c) the aggregate number of Options granted, together with any other Share Compensation Arrangements, granted to any one Consultant in any twelve (12) month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or the NEX, as the case may be); and
• (d) for so long as such limitation is required by the TSXV, the maximum number of Options which may be granted within any twelve (12) month period to Service Providers who perform investor relations activities must not exceed 2% of the issued and outstanding Common Shares, and such Options must vest in stages over twelve (12) months with no more than 25% vesting in any three-month period. In addition, the maximum number of Common Shares that may be granted to any one Consultant under this Fixed Option Plan, together with any other Share Compensation Arrangements, within a twelve (12) month period, may not exceed 2% of the issued Common Shares calculated on the date of grant.

Investor Relations Service Providers cannot receive any security based compensation other than Options.

• 1. Maximum Percentage to Insiders Subject to Disinterested Shareholder Approval, the aggregate number of Common Shares reserved for issuance to Insiders of the Corporation under the Fixed Option Plan, together with any other Share Compensation Arrangements, cannot exceed 10% of the Outstanding Shares.
• 1. Maximum Percentage to Insiders within any twelve (12) month period Subject to Disinterested Shareholder Approval, the number of Common Shares issued to Insiders of the Corporation within any twelve (12) month period under the Fixed Option Plan, together with any other Share Compensation Arrangements, cannot exceed 10% of the Outstanding Shares.
• 1. Exercise Price The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Fixed Option Plan, and cannot be less than the Discounted Market Price (as defined in TSXV Policy 1.1).
• 1. Vesting of Options Vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Fixed Option Plan, in the absence of a vesting schedule being specified at the time of grant, Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:
  • (a) the Service Provider remaining employed by or continuing to provide services to the Corporation or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Corporation or any of its Affiliates during the vesting period; or

• (b) the Service Provider remaining as a Director of the Corporation or any of its Affiliates during the vesting period.

• 1. Vesting of Options Granted to Investor Relations Service Providers Options granted to Investor Relations Service Providers will vest such that:
  • (a) no more than 25% of the Options vest no sooner than three (3) months after the Options were granted;
  • (b) no more than 25% of Options vest no sooner than six (6) months after the Options were granted;
  • (c) no more than 25% of Options vest no sooner than nine (9) months after the Options were granted; and
  • (d) the remainder of the Options vest no sooner than twelve (12) months after the Options were granted.
• 1. Term of Option The term of an Option will be set by the Board at the time such Option is allocated under the Fixed Option Plan. An Option can be exercisable for a maximum of ten (10) years from the Effective Date.
• 1. Optionee Ceasing to be a Director, Employee or Service Provider Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Corporation that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:
  • (a) in the case of the death of an Optionee, any vested Option held by him/her at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
  • (b) an Option granted to any Service Provider (excluding Service Providers conducting Investor Relations Activities) will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Corporation, and only to the extent that such Option was vested on the date the Optionee ceased to be so employed by or to provide services to the Corporation; and
  • (c) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee's Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.
• 1. Non-Assignability of Options Except in the case of death of an Optionee, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.
• 1. Amendment of the Fixed Option Plan by the Board Subject to the requirements of the TSXV Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion amend, or modify the Fixed Option Plan or any Option granted as follows:

• (a) it may make amendments which are of a typographical, grammatical or clerical nature only;

• (b) amendments of a housekeeping nature;

• (c) it may change the vesting provisions of an Option granted pursuant to the Fixed Option Plan, subject to prior written approval of the TSXV, if applicable;

• (d) it may change the termination provision of an Option granted pursuant to the Fixed Option Plan which does not entail an extension beyond the original Expiry Date of such Option or twelve (12) months from termination;

• (e) it may make amendments necessary as a result in changes in securities laws applicable to the Corporation or any requested changes by the TSXV;

• (f) if the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSXV, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and

• (g) it may make such amendments as reduce, and do not increase, the benefits of the Fixed Option Plan to Service Providers.

• 1. Amendments Requiring Disinterested Shareholder Approval The Corporation will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:
  • (a) the Fixed Option Plan, together with all of the Corporation's other previous Share Compensation Arrangements, could result at any time in:
    • (i) the aggregate number of Common Shares reserved for issuance to Insiders exceeding 10% of the Outstanding Shares;
    • (ii) the aggregate number of Common Shares reserved for issuance to Insiders within a twelve (12) month period exceeding 10% of the Outstanding Shares; or
    • (iii) the aggregate number of Common Shares reserved for issuance to any one Optionee within a twelve (12) month period exceeding 5% of the Outstanding Shares; or
  • (b) any reduction in the Exercise Price of an Option, or extension to the Expiry Date of an Option held by an Insider at the time of the proposed amendment that results in a benefit to the Insider.
• 1. Take Over Bid If a Take Over Bid is made to the Shareholders generally then the Corporation shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding other applicable vesting requirements or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSXV (or the NEX, as the case may be) for vesting requirements imposed by the TSXV policies.
• 1. Black-out Period The Fixed Option Plan also contains provision for a "Black-out Period". Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall, subject to approval of the TSXV (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth (10th) Business Day to be considered the Expiry Date for such Option for all purposes under the Fixed Option Plan. The tenth (10th) Business Day period referred to herein may not be extended by the Board. "Black-out Period" is defined in the Fixed Option Plan to mean an interval of time during which the Corporation has determined that one or more Participants may not trade any securities of the Corporation because they may be in possession of undisclosed material information pertaining to the Corporation, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company's insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an Insider, that Insider, is subject).
• 1. Cashless Exercise The Fixed Option Plan also contains a "cashless exercise" or "net exercise" basis. "Cashless exercise" is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. "Net exercise" is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. The current market price must be the five (5) day volume weighted average trading price prior to option exercise. "Net exercise" may not be utilized by persons performing investor relations services.

The following table sets out equity compensation plan information as at the end of June 30, 2022.

Plan	Numberofsecuritiestobeissueduponexerciseofoutstandingoptions	Weighted‐averageexercisepriceofoutstandingoptions	Numberofsecuritiesremainingavailableforfutureissuanceunderequitycompensationplans(excludingsecuritiesreflectedincolumn(a))
Equity compensation plansapproved by securityholders– the Option Plan	13,664,744	0.05	2,215,280

Plan	Numberofsecuritiestobeissueduponexerciseofoutstandingoptions	Weighted‐averageexercisepriceofoutstandingoptions	Numberofsecuritiesremainingavailableforfutureissuanceunderequitycompensationplans(excludingsecuritiesreflectedincolumn(a))
Equity compensation plansnot approved bysecurityholders	Nil	Nil	Nil
Total	13,664,744		2,215,280

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Corporation were indebted to the Corporation as of the end most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Corporation. To the knowledge of management of the Corporation, no informed person or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries during the year ended June 30, 2022, or has any interest in any material transaction during fiscal 2022 other than as disclosed in Note 9 – Related Party Transactions in the annual financial statements for the financial year ended June 30, 2022.

MANAGEMENT CONTRACTS

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

PARTICULARS OF MATTERS TO BE ACTED UPON

• 1. Presentation to the Shareholders of the audited financial statements of the Corporation for the fiscal year ended June 30, 2022;
• 1. Setting the number of Directors see "Election of Directors" above;
• 1. Election of Directors see "Election of Directors" above;
• 1. Appointment of Auditor see "Appointment of Auditor" above; and
• 1. Approval of the Amended and Restated Fixed Option Plan see below.

Approval of Amended and Restated Stock Option Plan

The Option Plan is described above in this information circular under "Securities Authorized For Issuance Under Equity Compensation Plans". The Option Plan is a "fixed number" stock option plan as described in TSXV Policy 4.4. The maximum aggregate number of Common Shares that may be reserved for issuance under the Option Plan is 15,880,024 Common Shares.

On November 24, 2021, the TSXV adopted a new policy 4.4 governing security based compensation (the "New Policy 4.4"). The changes to the policy relate to, among other things, the expansion of the policy to cover a number of types of security based compensation in addition to stock options. Subject to ratification by Shareholders, a number of minor amendments have been made to the Option Plan in accordance with the New Policy 4.4. These changes include amendments allowing option holders to exercise options on a "cashless exercise" or "net exercise" basis, as now expressly permitted by the New Policy 4.4. "Cashless exercise" is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. "Net exercise" is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. Under the New Policy 4.4, the current market price must be the five (5) day volume weighted average trading price prior to option exercise. "Net exercise" may not be utilized by persons performing investor relations services.

At the Meeting, Shareholders will be asked to consider, and if thought fit, approve an ordinary resolution, with or without variation, to ratify the Option Plan, as amended and restated (the "Option Plan Ratification Resolution"). The full text of the Option Plan Ratification Resolution is set out below. In order to be passed, the resolution requires the approval of a majority of the votes cast thereon by Shareholders present in person or represented by proxy at the Meeting. The directors of the Corporation unanimously recommend that Shareholders vote in favour of the Option Plan Ratification Resolution.

"RESOLVED as an ordinary resolution, with or without variation, that:

the stock option plan of the Corporation, as amended and restated, be and the same hereby is ratified and confirmed."

• 1. the Option Plan dated for reference August 4, 2023 (the "Option Plan") be ratified, confirmed and approved;
• 1. the reserve of and allowance for the issuance of up to 15,880,024 Common Shares of the Corporation, from time-to time, from treasury is hereby authorized, ratified and approved; and
• 1. any one or more of the directors or officers of the Corporation be authorized to perform all such acts, deeds and things and execute all such documents and make all such filings with the TSX Venture Exchangeg that may be required to give effect to this resolution."

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution.

A copy of the Option Plan, as amended and restated, is attached to this Information Circular as Schedule "A" and will be available for inspection at the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation's comparative annual financial statements and related management discussion and analysis for the Corporation's most recently completed financial year and in the interim financial statements and related management discussion and analysis. The Corporation will provide to any person or company, upon request to Mr. Stephen Law, Secretary of the Corporation, a copy of any of the financial statements of the Corporation filed with the applicable securities regulatory authorities for the Corporation's during the most recently completed financial year in respect of which such financial statements have been issued and filed with the applicable securities regulatory authorities.

Copies of documents incorporated herein by reference may be obtained by a shareholder upon request without charge from Stephen Law, Corporate Secretary of the Corporation, at Suite 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2, telephone no. (505) 382-5770 or fax no. (604) 608-9023. These documents are also available through the Internet on SEDAR at www.sedar.com.

The Corporation may require the payment of a reasonable charge from any person or company who is not a security holder of the Corporation, who requests a copy of any such document. The foregoing documents are also available on SEDAR at www.sedar.com.

OTHER MATTERS

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

DIRECTORS' APPROVAL

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

DATED at Vancouver, British Columbia, as of the 6th day of July, 2023.

BY ORDER OF THE BOARD

"Andrew Maloney"

Andrew Maloney President and Chief Executive Officer

SCHEDULE "A"

THEMAC RESOURCES GROUP LIMITED (the "Corporation")

AMENDED AND RESTATED SHARE OPTION PLAN DATED AUGUST 4, 2023

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation. It is the intention of the Corporation that this Plan will at all times be in compliance with TSX Venture Policies and any inconsistencies between this Plan and TSX Venture Policies will be resolved in favour of the latter.

1.2 In this Plan

Definitions

• (a) Affiliate means a company that is a parent or subsidiary of the Corporation, or that is controlled by the same entity as the Corporation;

• (b) Black-out Period means a period during which a restriction has been formally imposed by the Corporation, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options, provided that any Black-out Period must expire following the general disclosure of the undisclosed material information;

• (c) Board means the board of directors of the Corporation or any committee thereof duly empowered or authorized to grant Options under this Plan;

• (d) Cause means "Just Cause" as defined in the Participant's employment agreement or agreement for services with the Corporation or one of its subsidiaries, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Corporation or one of its subsidiaries, then any circumstance that would permit the Corporation or one of its subsidiaries to terminate a Participant's employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;

• (e) Change of Control means the occurrence of any of:

• (i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Corporation or any of its Affiliates) thereafter acquires the direct or indirect "beneficial ownership" (as defined in the Business Corporations Act (British Columbia)) of, or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Corporation with any other person, an arrangement, a capital reorganization or any other business combination or reorganization;

• (ii) the sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Corporation);

• (iii) the occurrence of a transaction requiring approval of the Corporation's security holders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Corporation;

• (iv) a majority of the Board consists of individuals which management of the Corporation has not nominated for election or appointment as directors; or

• (v) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

• (f) Common Shares means the common shares without par value in the capital of the Corporation providing such class is listed on the TSX Venture;

• (g) Corporation means the Corporation named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

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

  • (i) 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;
  • (ii) 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

• (iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries;

• (i) Date of Termination means, for a Participant, the last day that the Participant actively provides services to the Corporation or a subsidiary of the Corporation without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Participant receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise;

• (j) Director means a director (as defined under applicable securities laws) of the Corporation or any of its subsidiaries;

• (k) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

• (l) Disinterested Shareholder Approval has the meaning assigned by Policy 4.4 §5.3(b) and (c) of the TSX Venture Policies;

• (m) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Corporation from treasury;

• (n) Effective Date for an Option means the date of grant thereof by the Board;

• (o) Employee means:

  • (i) 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;
  • (ii) 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
  • (iii) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week 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;

• (p) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

• (q) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;

• (r) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

• (s) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Corporation;

• (t) Investor Relations Service Provider means 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;

• (u) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

• (v) 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;

• (w) Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

• (x) Officer means an officer (as defined under applicable securities laws) of the Corporation or any of its subsidiaries;

• (y) Option means the right to purchase Common Shares granted hereunder to a Participant under this Security Based Compensation Plan;

• (z) Option Commitment means the notice of grant of an Option delivered by the Corporation hereunder to a Participant and substantially in the form of Schedule A attached hereto;

• (aa) Optioned Shares means Common Shares that may be issued in the future to a Participant upon the exercise of an Option;

• (bb) Optionee means the recipient of an Option hereunder;

• (cc) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Corporation from time to time;

• (dd) Participant means a Service Provider that is the recipient of Security Based Compensation granted or issued by the Corporation;

• (ee) Person includes a company, any unincorporated entity, or an individual;

• (ff) Plan means this security based share option plan, the terms of which are set out herein or as may be amended;

• (gg) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under this Plan as provided in §2.2;

• (hh) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder;

• (ii) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

• (jj) Security Based Compensation has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

• (kk) Security Based Compensation Plan has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

• (ll) Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

• (mm) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Corporation at a duly constituted shareholders' meeting;

• (nn) Take Over Bid means a take over bid as defined in National Instrument 62-104 Take-Over Bids and Issuer Bids or the analogous provisions of securities legislation applicable to the Corporation;

• (oo) TSX Venture means the TSX Venture Exchange and any successor thereto;

• (pp) TSX Venture Policies means the rules and policies of the TSX Venture, as amended from time to time; and

• (qq) VWAP means the volume-weighted average trading price of the Common Shares on the TSX Venture calculated by dividing the total value by the total volume of the Common Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSX Venture may exclude internal crosses and certain other special terms trades from the calculation.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Corporation and its Affiliates.

Maximum Plan Shares

2.2 The maximum aggregate number of Common Shares that may be reserved for issuance under this Plan, together with all other Security Based Compensation Plans, at any point in time shall not exceed 15,880,024 Common Shares (which represents 20% of the Outstanding Shares upon the date of approval of this Plan by the Board), unless this Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Participants from time to time by the Board. Participants that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Corporation is obtained.

Options Granted Under this Plan

2.4 All Options granted under this Plan will be evidenced by an Option Commitment substantially in the form attached as Schedule A (or in such other form as determined by the Corporation) showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Participation

2.6 This Plan provides for the following limits on grants unless otherwise permitted pursuant to the policies of the TSX Venture:

• (i) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the policies of the TSX Venture, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Corporation granted or issued within any twelve (12) month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;
• (ii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Corporation (as a group) pursuant to all Security Based Compensation of the Corporation granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;
• (iii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Corporation (as a group) pursuant to all Security Based Compensation of the Corporation may not exceed 10% of the Outstanding Shares at any point in time;
• (iv) the maximum aggregate number of Common Shares that may be issuable to any Consultant of the Corporation pursuant to all Security Based Compensation of the Corporation granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation; and
• (v) the maximum aggregate number of Common Shares that may be issuable to all Investor Relations Services Providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Options and Investor Relations Services Providers may not received any Security Based Compensation other than Options.

Exercised and Unexercised Options

2.7 In the event an Option granted under this Plan is settled in cash, cancelled, terminated, surrendered, forfeited or expired without being unexercised, and pursuant to which no securities have been issued, the Optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

Administration of this Plan

2.8 The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

• (a) allot Common Shares for issuance in connection with the exercise of Options;
• (b) grant Options hereunder;
• (c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under this Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Corporation's tier classification thereunder; and
• (d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of this Plan by the Board of Directors

2.9 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify this Plan or any Option granted as follows:

• (a) amendments which are of a typographical, grammatical, clerical nature only;
• (b) amendments of a housekeeping nature;
• (c) amendments necessary as a result in changes in securities laws applicable to the Corporation or any requested changes by the TSX Venture; and
• (d) if the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

2.10 The Corporation will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

• (a) this Plan, together with any other Security Based Compensation Plans, or any particular grant or issue of Security Based Compensation, could result in:
  • (i) the aggregate number of Common Shares issuable pursuant to Security Based Compensation to Insiders (as a group) exceeding 10% of the Outstanding Shares at any time;
  • (ii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any twelve (12) month period

to Insiders (as a group) exceeding 10% of the Outstanding Shares calculated at the date of grant or issue; or

• (iii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any twelve (12) month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; or
• (b) any reduction in the Exercise Price or the extension of the term of an Option held by an Insider or any other amendment to an Option that results in a benefit to an Insider.

Options Granted Under the Corporation's Previous Share Option Plans

2.11 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under this Plan, and cannot be less than the Discounted Market Price.

Term of Option

3.2 The term of an Option will be set by the Board at the time such Option is allocated under this Plan. An Option can be exercisable for a maximum of ten (10) years from the Effective Date.

Option Amendment

3.3 Subject to §2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

3.4 An Option must be outstanding for at least one year before the Corporation may extend its term, subject to the limits contained in §3.2.

3.5 In respect of any proposed amendment to the terms of an Option, and except as otherwise provided under TSX Venture Policies:

(a) any amendment must be approved by the TSX Venture, and be subject to shareholder approval, where applicable, prior to the exercise of such Option; and

(b) the Corporation must issue a news release outlining the terms of the amendment.

Vesting of Options

3.6 Subject to §3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under this Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

• (a) the Participant remaining employed by or continuing to provide services to the Corporation or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Corporation or any of its Affiliates during the vesting period; or
• (b) the Participant remaining as a Director of the Corporation or any of its Affiliates during the vesting period.

Vesting of Options Granted to Investor Relations Service Providers

3.7 Notwithstanding §3.6, Options granted to Investor Relations Service Providers will vest such that:

• (a) no more than 25% of the Options vest no sooner than three (3) months after the Options were granted;
• (b) no more than another 25% of Options vest no sooner than six (6) months after the Options were granted;
• (c) no more than 25% of Options vest no sooner than nine (9) months after the Options were granted; and
• (d) the remainder of the Options vest no sooner than twelve (12) months after the Options were granted.

Effect of Take Over Bid

3.8 If a Take Over Bid is made to the shareholders generally then the Corporation shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding §3.6 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies.

Acceleration of Vesting on Change of Control

3.9 In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities. Notwithstanding the foregoing, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSX Venture.

Extension of Options Expiring during Black-out Period

3.10 Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth (10th) Business Day to be considered the Expiry Date for such Option for all purposes under the Plan, provided that such automatic extension of the Expiry Date for an Option will not apply 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.

Optionee Ceasing to be Director, Employee or Service Provider

3.11 Options may be exercised after the Participant has left his/her employ/office or has been advised by the Corporation or its subsidiary, as applicable, that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

• (a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
• (b) an Option granted to any Participant will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and
• (c) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee's Options, whether or not vested at the date of dismissal will immediately terminate on the Termination Date without right to exercise same.

Non-assignable

3.12 Subject to §3.11(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Corporation will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

• (b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Corporation will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

• (c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Corporation will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

• (d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Corporation, a consolidation, merger or amalgamation of the Corporation with or into any other company or a sale of the property of the Corporation as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Corporation for the purposes of this §3.13;

• (e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

• (f) the Corporation will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Corporation;

• (g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.13, such questions will be conclusively determined by the Corporation's auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Corporation's principal executive office) that the Corporation may designate and who will be granted access to all appropriate records and such determination will be binding upon the Corporation and all Optionees; and

• (h) any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under this Plan is subject to the prior acceptance of the TSX Venture, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Corporation will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise his Option may do so by delivering:

• (a) a written notice to the Corporation specifying the number of Optioned Shares being acquired pursuant to the Option; and
• (b) a certified cheque, wire transfer or bank draft payable to the Corporation for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to §4.5.

Cashless Exercise

4.3 Subject to the provisions of this Plan (including, without limitation, §4.5 and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Provider, a "net exercise" procedure in which the Corporation issues to the Optionee, Common Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Common Shares; or

(b) a broker assisted "cashless exercise" in which the Corporation delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Corporation to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Corporation an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Corporation against delivery of the Common Shares to settle the applicable trade.

An Option may be exercised pursuant to this §4.3 from time to time by delivery to the Corporation, at its head office or such other place as may be specified by the Corporation of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Corporation arising under applicable law and verified by the Corporation to its satisfaction (or by entering into some other arrangement acceptable to the Corporation in its discretion, if any). The Participant shall comply with §4.5 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Corporation may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

4.4 In the event of a net exercise pursuant to §4.3(a) or a cashless exercise pursuant to §4.3(b), the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Corporation, must be included in calculating the limits set forth in §2.2, §2.6 and §2.10 of this Plan.

Tax Withholding and Procedures

4.5 Notwithstanding anything else contained in this Plan, the Corporation may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in §4.5 and elsewhere in this Plan, and as a condition of exercise:

• (a) deliver a certified cheque, wire transfer or bank draft payable to the Corporation for the amount determined by the Corporation to be the appropriate amount on account of such taxes or related amounts; or
• (b) otherwise ensure, in a manner acceptable to the Corporation (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Corporation.

Delivery of Optioned Shares and Hold Periods

4.6 As soon as practicable after receipt of the notice of exercise described in §4.2 or §4.3, as applicable, and payment in full for the Optioned Shares being acquired, the Corporation will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. An Exchange Hold Period will be applied from the date of grant for all Options granted to:

• (a) Insiders; or
• (b) where Options are granted to any Participants, including Insiders, where the Exercise Price is at a discount to the Market Price.

4.7 Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four (4) month Exchange Hold Period commencing the Effective Date of the grant of the Options.

ARTICLE 5 GENERAL

Employment and Services

5.1 Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Corporation or a subsidiary of the Corporation, or interfere in any way with the right of the Corporation or a subsidiary of the Corporation to lawfully terminate the Optionee's office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Corporation makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Participant. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Corporation.

Interpretation

5.3 This Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

5.4 This Plan will become effective from and after August 4, 2023, and will remain effective provided that this Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Corporation subsequent to such effective date.

Amendment of this Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals and Shareholder Approval.

Schedule A

SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this ________ day of ________________, 20____, pursuant to the provisions of the Share Option Plan (the "Plan") of THEMAC Resources Group Limited. (the "Corporation"), the Corporation has granted to________________________________________ (the "Optionee"), an Option to acquire ______________ Common Shares (each, an "Optioned Share") up to 5:00 p.m. (Vancouver Time) on the __________ day of ____________________, 20_____ (the "Expiry Date"), or such earlier date as determined in accordance with the terms of this Plan, at an Exercise Price of Cdn$____________ per Optioned Share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest (INSERT VESTING SCHEDULE AND TERMS)]

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Corporation shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule B to the Plan (or in such other form as established by the Corporation) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Corporation for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a "net exercise" basis or "cashless exercise" basis in accordance with §4.3(a) or §4.3(b) of the Plan and the Corporation's board of directors approves the exercise on a "net exercise" basis or "cashless exercise" basis, deliver a written notice and comply with such other conditions as established by the Corporation for a "net exercise" or "cashless exercise". A certificate, or a written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Corporation or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant of the Options]."

The Corporation and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the TSX Venture Policies) by both the Corporation and the TSX Venture Exchange as more particularly set out in the Acknowledgement - Personal Information form in use by the TSX Venture Exchange on the date of this Option Commitment.

THEMAC RESOURCES GROUP LIMITED

Per:

Authorized Signatory

_____________________________________ [insert name and title of authorized signatory]

The Optionee acknowledges receipt of a copy of the Plan and represents to the Corporation that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Corporation in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

OPTIONEE:

Signature Date signed:

Print Name

Address

Schedule B

SHARE OPTION PLAN

NOTICE TO EXERCISE OPTIONS

To:

THEMAC Resources Group Limited

1500 - 409 Granville Street Vancouver, B.C. V6C 1T2

Attention: Share Option Plan Administrator
--------------------------------------------	--	--	--

Re: Employee Share Option Exercise

Attn: Share Option Plan of THEMAC Resources Group Limited (the "Corporation")

		This letter is to inform the Administrator of the Corporation's Share Option Plan that I, _____________,
	wish to exercise _________ options, at	per share, on this	dayof	______________,
20____.

Payment issued in favour of [insert the name of the Corporation] for the amount of $________________ will be forwarded, including withholding tax amounts.

Please register the share certificate in the name of:

Address:

Please send share certificate to:

Name:

Address:

Sincerely,

Signature of Optionee Date SIN Number (for T4)