Thor Explorations Ltd. — Governance Information 2021

Oct 20, 2021

BUSINESS CONDUCT & ETHICS POLICY

1. INTRODUCTION

Thor Explorations Ltd. (the " Company ") requires that its directors, officers and employees maintain the highest level of integrity in their dealings with each other and with the public on behalf of the Company. This Business Conduct & Ethics Policy (the “ Policy ”) is intended to document some of the specific principles of conduct and ethics which will be followed by our directors, officers and employees in the performance of their responsibilities with respect to the Company’s business. It is intended to:

• promote honest and ethical conduct and manage conflicts that may arise;

• promote full, fair, accurate, timely and understandable disclosure to the public including our periodic reports required to be filed with the Canadian securities regulatory authorities (the “ Commissions ”);

• promote compliance with applicable governmental rules and regulations;

• provide guidance to directors, officers and employees of the Company to help them recognize and deal with ethical issues;

• provide a mechanism to report unethical conduct; and

• help foster a culture of honesty and accountability.

Our directors have committed that they will comply at all times with the principles set forth in this Policy and they expect each of our officers and employees to do likewise. A copy of this Policy is available to any interested party on request to the Company’s Corporate Secretary and on the Company's website at: www.thorexpl/ CorporateGovernance.

This Policy outlines the fundamental principles of legal and ethical business conduct as adopted by the Board of Directors of the Company (the “ Board ”). It is not intended to be a comprehensive list addressing all legal or ethical issues which may confront the Company’s personnel. Hence, it is essential that all personnel subject to this Policy employ good judgment in the application of the principles contained herein.

2. ETHICAL CONDUCT

Each of our directors, officers and employees will:

• monitor and manage conflicts of interest that may arise;

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• provide, or cause to be provided, full, fair, accurate, timely and plain disclosure in reports and documents that the Company files with, or submits to, the Commissions, relevant stock exchanges and in other public communications made by the Company;

• comply, and take reasonable actions to encourage others within the Company to comply, with applicable governmental laws, rules and regulations;

• promptly report violations of this Policy; and

• promote accountability for adherence to this Policy.

Our Company's records must be prepared accurately and maintained properly in accordance with all applicable laws, rules and regulations. No false, artificial or deceptive entries may be made in the Company’s records for any reason. In addition, it is important to remember that the Company's records belong to the Company. Therefore, the Company's records should not be removed from the Company’s property except for a legitimate business reason, and any documents so removed should be returned to the Company’s property as soon as practical.

Accounting procedures and controls are prescribed by policies set out in the Audit Committee Charter. Within these policies, the senior officers of our Company have the primary responsibility for establishing and monitoring adequate systems of internal accounting and controls in accordance with sound accounting principles, and all employees must adhere to these controls. The Company’s auditors will be asked from time to time to monitor and report upon these internal controls. Our employees are required to cooperate completely and forthrightly with the Company’s external auditors. No officer or director or employee may engage in, allow or conceal any financial or bookkeeping irregularity.

3. CONFLICTS OF INTEREST

All directors, officers and employees have an obligation to act in the best interests of the Company and are expected to make decisions and take actions that are in the best interests of the Company as a whole, and which are not based on or unduly influenced by personal relationships and benefits. A "conflict of interest" occurs when an individual's private interest interferes in any way, or could appear to interfere, with the interests of the Company. A conflict situation can arise when a director, officer or employee takes actions or has private interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Directors, officers and employees are prohibited from taking for themselves personal opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Directors, officers and employees are also prohibited from competing with the Company directly or indirectly and owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.

Directors, officers, employees and consultants should avoid any relationships which could create a conflict of interest. Employees and consultants are expected to disclose such relationships and conflicts to their immediate supervisors. Officers of the Company are to disclose any conflict of interest or potential conflict of interest to the Board. Conflicts of interest involving those with whom the Company

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does business should also be disclosed in writing to such third parties. A waiver of any such conflict of interest must be approved by the Corporate Governance and Nominating Committee.

Members of the Board are to disclose any conflict of interest or potential conflict of interest to the entire Board as well as any committee on which they serve. Directors are to excuse themselves from participation in any decision of the Board or a committee thereof in any matter in which there is a conflict of interest or potential conflict of interest. However, if the Board determines that a potential conflict of interest cannot be cured, the individual will be asked to resign from their position with the Company.

Directors, officers and employees will not accept board positions with any public company or with any private entity that is, or likely to be, active in the natural resource sector without the informed consent of the Chairman of the Board . All individuals must excuse themselves from participating in any matters pertaining to the Company and the business organization of which they are directors.

If you are aware of a material transaction or relationship (including those involving family members) that could reasonably be expected to give rise to a conflict of interest, you should discuss the matter promptly with the Chairman of the Corporate Governance & Nominating Committee (the “ Committee Chair ”).

Any director, officer or employee will, when requested, promptly supply the Committee Chair with all relevant documentation in respect of any transaction in which the Committee Chair perceives a conflict may be, or may have been, present.

As it is not possible to list all conflict of interest situations, it is the responsibility of the individual to avoid and properly address any situation involving a conflict of interest or potential conflict of interest. Company personnel who wish to obtain clarification of the Company’s conflict of interest principles or further guidance with respect to the proper handling of any specific situation should consult their immediate supervisor, the Chief Executive Officer , or the Company’s outside legal counsel.

4. GIFTS

Directors, officers and employees will exercise discretion and good judgment in accepting gifts from companies (or from employees, officers, directors, agents or representatives of companies) with which the Company does business or competes. Directors, officers and employees and their immediate family will not accept any gift or gifts greater than what is normal or customary in the mining business. Meals, drinks, or other routine entertainment are exempt from these restrictions as long as the director, officer or employee and his/her immediate family exercise reasonable judgment in refusing offers that might appear to impose a future obligation on the director, officer or employee.

5. COMPANY ASSETS

Directors, officers and employees of the Company shall take reasonable steps to protect the Company’s assets and ensure their efficient use, in addition to ensuring the Company’s assets are used only for the Company’s legitimate business purposes.

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6. CONFIDENTIALITY OF CORPORATE INFORMATION

Directors, officers and employees of the Company must maintain the confidentiality of all information entrusted to them by the Company, unless disclosure is authorized by the Company or is legally required. Confidential information includes all non-public information relating to the Company that may prejudice the ability of the Company to pursue certain objectives, be of use to competitors or harmful to the Company if disclosed. Confidential information also includes any information relating to the Company’s business and affairs that results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s securities or any information a reasonable investor would consider important in making and investment decision. Directors, officers and employees of the Company shall comply with confidentiality provisions contained in agreements to which they or the Company is a party and shall not use confidential information for their own advantage or profit.

7. EQUAL OPPORTUNITY

The Company will not discriminate against an employee or applicant because of race, religion, colour, sex, sexual orientation, age, national or ethnic origin or physical handicap (unless demands of the position are prohibitive). The Company will maintain a work environment free from discriminatory practice of any kind in which individuals are treated with dignity and respect. The Company expects that all relationships among persons in the workplace will be professional and free of bias and harassment.

8. FAIR DEALING

Directors, officers and employees of the Company are required to deal honestly and fairly with the Company’s business partners, competitors, shareholders and other third parties. No director, officer or employee of the Company should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice.

9. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Directors, officers and employees of the Company and its subsidiaries must comply, at all times and in all material respects, with all laws, rules and regulations applicable to the Company, including any laws prohibiting insider trading, money laundering, bribery and improper payments and must report any suspected violations in accordance with Section 11 “Reporting Illegal or Unethical Behavior”.

The Company has adopted an Anti-Bribery and Anti-Corruption Policy with which the directors, officers, employees and consultants of the Company and its subsidiaries are required to comply. A copy of this policy is available on the Company’s web page at www.thorexpl/ CorporateGovernance or may be obtained from the Company’s Corporate Secretary.

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10. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR OR CONCERNS ABOUT ACCOUNTING MATTERS

Anyone who seeks advice, raises a concern or reports misconduct or a violation of this Policy is following the requirements of this Policy and the desires of the Board. We encourage such action. The Company will not permit retaliation for reports made in good faith about violations of the law, rules, regulations or this Policy.

Canadian regulators have also established rules requiring public companies to establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential anonymous submission by employees of the Company of concerns regarding potential fraud, questionable accounting or auditing matters.

The Company has adopted a Whistleblower Policy which allows directors, officers, employees and consultants of the Company and its subsidiaries to make complaints and report concerns on a confidential basis to the Audit Committee Chairman. A copy of this policy is available on the Company’s web page at www.thorexpl/ CorporateGovernance or may be obtained from the Company’s Corporate Secretary. Persons wishing to make complaints or report concerns on a confidential basis are encouraged to make a complaint to the Audit Committee Chairman in accordance with the Whistleblower Policy.

11. REVIEW OF CHARTER, AMENDMENT TO, OR WAIVER OF, THIS POLICY

The Corporate Governance and Nominating Committee shall review and reassess the adequacy of this Policy annually or otherwise as it deems appropriate and recommend changes to the Board.

Any amendment to, or waiver of, any provision of this Policy with regard to any person to whom it applies must be approved by the Board. In the event that members of the Board will be personally affected by a waiver of this Policy, such waiver shall be approved by a committee consisting entirely of members of the Board who will not be personally affected by such waiver.

12. COMPLIANCE CERTIFICATION

All directors, officers, employees, consultants and contractors specified by the Board shall provide a certification of compliance with this Policy in a form approved by the Corporate Governance and Nominating Committee, from time to time.

Last Approved: 27 MAY 2021 Approved by: Remuneration and Nomination Committee

Board of Directors

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