Thor Explorations Ltd. — Proxy Solicitation & Information Statement 2021

Apr 1, 2021

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THOR EXPLORATIONS LTD. 404-109 West Pender Street Vancouver, BC V6B 1S5

Telephone: (778) 658-6391 Fax: (604) 434-1487

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of Thor Explorations Ltd. (the “ Company ”) will be held virtually on April 30, 2021 at 9:00 a.m. (Pacific time).

Shareholders are encouraged to vote on the matters before the Meeting by proxy.

The Meeting will be held for the following purposes:

1. to consider, and if deemed advisable, with or without variation, approve the special resolution (the “ Special Resolution ”) of the Shareholders, as more particularly described in the accompanying information circular, to amend the Articles of the Company; and

2. to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The accompanying information circular (the “Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice of Meeting.

In light of the recent COVID-19 pandemic outbreak and in order to protect the health and safety of shareholders, employees and the broader community, and based on government recommendations to avoid large gatherings, the Company will be holding the meeting virtually. We strongly urge you to vote by proxy in advance of the Meeting and to listen to the Meeting online. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it at least 48 hours prior to the Meeting (excluding Saturdays, Sundays and statutory holidays) and in accordance with the instructions set out in the form of proxy and in the Circular.

If you are a non-registered shareholder of the Company and receive this Notice of Meeting and accompanying materials through a broker, financial institution, participant, trustee or administrator of self-administered retirement savings plan, retirement income fund, education savings plan or other

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similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”) please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

In order to attend the Meeting, shareholders are asked to their interest to attend the Meeting by email at info@thorexpl.com. The Company will reply to those authorized to attend the Meeting with a link to the Meeting and the applicable Meeting ID and password.

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password that will be provided by the Company, as described above.

Shareholders will have the option through the application to join the video and audio or simply view and listen. An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, this 29[th] day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF THOR EXPLORATIONS LTD.

“Olusegun Lawson”

Olusegun Lawson President and Chief Executive Officer

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THOR EXPLORATIONS LTD. 404-109 West Pender Street Vancouver, BC V6B 1S5

Telephone: (778) 658-6391 Fax: (604) 434-1487

INFORMATION CIRCULAR

As at March 2, 2021 (unless otherwise noted)

IMPORTANT NOTICE

THE SPECIAL MEETING OF SHAREHOLDERS OF THOR EXPLORATIONS LTD. WILL BE A VIRTUAL ONLY MEETING. YOU WILL NOT BE ABLE TO ATTEND THE MEETING PHYSICALLY DUE TO OUTBREAK OF NOVEL CORONAVIRUS

INTRODUCTION

This Circular accompanies the Notice of Special Meeting (the “Notice of Meeting”) of the shareholders (the “Shareholders”) of the Company, such Meeting to be held on April 30, 2021 at 9:00 a.m. virtually as set out in the accompanying Notice of Meeting. This Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting and at any adjournment of the Meeting.

In this Circular, references to “the Company”, “we” and “our” refer to Thor Explorations Ltd. “Common Shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold Common 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.

Date and Currency

The date of this Circular is March 2, 2021. Unless otherwise stated, all amounts herein are in Canadian dollars.

VIRTUAL MEETING

This year to mitigate risks the health and safety of the Company’s shareholders, employees and other stakeholders, the Company will be holding its meeting in a virtual only format. Shareholders will have an equal opportunity to participate at the Meeting online regardless of geographic location. Registered shareholders and proxyholders will be able to attend the virtual meeting and vote. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual

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Meeting as a guest, but will not be able to vote at the Meeting. This is because the Company and its transfer agent, do not have a record of the non-registered shareholders, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder. Please see “ General Proxy Information ” below.

The Meeting will be held via the Zoom meeting platform which requires internet connectivity. Registered shareholders wishing to vote in person and any shareholders wishing to view materials that may be presented by the Management will need to utilize the Zoom application.

In order to attend the Meeting, shareholders are asked to register their interest in attending by email at info@thorexpl.com. The Company will reply to those authorized to attend the Meeting with a link to the Meeting and the applicable Meeting ID and password.

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and password referred to above.

It is the shareholders responsibility to ensure connectivity during the meeting and the Company encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

GENERAL PROXY INFORMATION

Management Solicitation and Appointment of Proxies – Registered Shareholders

Registered shareholders (“ Registered Shareholders ”) are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Common Share that such Shareholder holds on March 2, 2021 (the “ Record Date ”) on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

If you are a Registered Shareholder, you may vote at the Meeting, or give another person authority to represent you and vote your shares at the Meeting, known as a proxy holder. You appoint a proxy holder by dating and signing a form of proxy (the “ Proxy ”), which is enclosed with this Circular.

The persons named in the enclosed Proxy are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company (who need not be a shareholder) other than either of the persons designated in the applicable Proxy, to attend and act for and on your behalf at the Meeting. To exercise this right, you must either strike out the printed names of the designated persons and insert the name of the other person in the blank space provided in the Proxy, or complete another proper form of proxy.

To be valid, the Proxy must be dated and signed by the shareholder or by the shareholder’s attorney authorized in writing. In the case of a corporation, the Proxy must be signed by a duly authorized officer of or attorney for the corporation.

Voting by the Proxy holder

A Registered Shareholder may indicate the manner in which the persons named in the accompanying form of proxy are to vote with respect to a matter to be acted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the Proxy are certain, the shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions given in the Proxy on any ballot that may be called for.

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If the shareholder specifies a choice in the Proxy with respect to a matter to be acted upon, then the shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the Proxy with respect to a matter to be acted upon, the Proxy confers discretionary authority with respect to that matter upon the proxy holder named in the accompanying form of proxy. It is intended that the proxy holder named by management in the accompanying form of proxy will vote the shares represented by the Proxy in favour of each matter identified in the Proxy and for the nominees of the Board for directors and auditor.

The accompanying forms of proxy also confer discretionary authority upon the named proxy holder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Circular, management of the Company is not aware of any such amendments or variations, or any other matters that will be presented for action at the Meeting other than those referred to in the accompanying Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the accompanying form of proxy intend to vote on them in accordance with their best judgment.

Submitting your Proxy

A proxy will not be valid unless the completed form of proxy is received by Computershare Investor Services Inc. (“ Computershare ”), as follows:

• Proxy return by envelope and mailing: Computershare, Attention: Proxy Department, 135 West Beaver Creek, PO Box 300, Richmond Hill, Ontario, L4B 4R5;

• Proxy return by drop off: Computershare, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1;

• Proxy return by fax at 1-866-249-7775 (Toll Free North America); 416-263-9524 (International); or

• Proxy vote by telephone or through the internet following the instructions on the form of proxy,

not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies deposited subsequently.

Non-Registered Shareholders

Unless the Chair of the Meeting otherwise determined, only Registered Shareholders or duly appointed proxy holders are permitted to attend the Meeting.

Only Registered Shareholders or duly appointed proxy holders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the common shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only Registered Shareholders (or duly appointed proxy holders) may complete a Proxy or vote at the Meeting in person.

This Circular and accompanying materials are being sent to both Registered Shareholders and Beneficial

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Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“ Objecting Beneficial Owners ”, or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ NonObjecting Beneficial Owners ”, or “ NOBOs ”). Subject to the provision of National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers (“ NI 54-101 ”), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents and use this NOBO list for distribution of proxy-related materials directly to NOBOs.

Non-Objecting Beneficial Owners

This year, the Company has decided to take advantage of those provisions of National Instrument 54-101 that permit the Company to deliver proxy-related materials directly to its NOBOs who have not waived the right to receive them (and is not sending proxy-related materials using notice-and-access).

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

As a result NOBOs can expect to receive a scannable Voting Instruction Form (“ VIF ”) together with the Notice of Meeting, this Circular and related documents from Computershare, as the Company’s transfer agent. These VIFs are to be completed and returned to Computershare in accordance with the instructions provided. NOBOs should carefully follow the instructions provided, including those regarding when and where to return the completed VIFs.

NOBOs that wish to change their vote must in sufficient time in advance of the Meeting contact Computershare to arrange to change their vote.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBO’s name (or such other person as the NOBO wishes to attend and vote on the NOBO’s behalf) in the blank space provided for that purpose on the VIF and return the completed VIF in line with the instructions provided or the NOBO must submit, to the Company any other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxy holder. In such circumstances with respect to proxies held by management in respect of securities owned by the NOBO so requesting, the Company must arrange, without expense to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxy holder in respect of those securities. Under NI 54-101, if the Company appoints a NOBO or a nominee of the NOBO as a proxy holder as aforesaid, the NOBO or nominee of the NOBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101, if the Company appoints a NOBO or its nominee as proxy holder as aforesaid the Company must deposit the proxy within the timeframe specified above for the deposit of proxies if the Company obtains the instructions at least one (1) business day before the termination of that time.

Objecting Beneficial Owners

In accordance with the requirements of NI 54-101, we have distributed copies of the Notice of Meeting, this Circular and related documents (collectively, the “ Meeting Materials ”) to the clearing agencies and

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intermediaries for onward distribution to OBOs. Intermediaries are required to forward the Meeting Materials to OBOs unless in the case of certain proxy-related materials the OBO has waived the right to receive them. Very often, intermediaries will use service companies such as Broadridge to forward the Meeting Materials to OBOs. Together with the Meeting Materials, intermediaries or their service companies should provide OBOs with a “request for voting instruction form” which, when properly completed and signed by such OBO and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow. The purpose of this procedure is to permit OBOs to direct the voting of the common shares that they beneficially own. The Company does not intend to pay for an intermediary to deliver to the Meeting Materials to OBOs and OBOs will not receive the Meeting Materials and voting instruction form unless their intermediary assumes the costs of delivery. Every intermediary has its own mailing procedures and provides its own return instructions to clients. OBOs should carefully follow the instructions of their intermediary, including those regarding when and where the completed request for voting instructions is to be delivered.

OBOs who wish to change their vote must in sufficient time in advance of the Meeting arrange for their respective intermediaries to change their vote.

Should an OBO wish to vote at the Meeting in person, the OBO must insert the OBO’s name (or such other person as the OBO wishes to attend and vote on the OBO’s behalf) in the blank space provided for that purpose on the request for voting instruction form and return the completed request for voting instruction form to the intermediary or its service provider or the OBO must submit, to their intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxy holder. In such circumstances an intermediary who is the registered holder of, or holds a proxy in respect of, securities owned by an OBO is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or a nominee of the OBO as a proxy holder in respect of those securities. Under NI 54-101, if an intermediary appoints an OBO or the nominee of the OBO as a proxy holder as aforesaid, the OBO or nominee of the OBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the intermediary, in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101 an intermediary who appoints an OBO or its nominee as proxy holder as aforesaid is required under NI 54- 101 to deposit the proxy within the timeframe specified above for the deposit of proxies if the intermediary obtains the instructions at least one (1) business day before the termination of that time.

Revocation of Proxies

A Registered Shareholder who has given a proxy may revoke it at any time before the Proxy is exercised:

• (a) by an instrument in writing that is signed by the shareholder, the shareholder’s legal personal representative or attorney authorized in writing or, where the shareholder is a corporation, a duly authorized officer, attorney or representative of the corporation; and:

• (i) delivered to Computershare:

  • (A) by envelope and mailing: Computershare, Attention: Proxy Department, 135 West Beaver Creek, PO Box 300, Richmond Hill, Ontario, L4B 4R5;

  • (B) by drop off: Computershare, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1;

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  - (C) by fax at 1-866-249-7775 (Toll Free North America); 416-263-9524 (International); or

• (ii) delivered to the Company directly at Suite 2900, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 0A3 at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or delivered to the Chair of the Meeting on the day of the Meeting or any adjournment of the Meeting before any vote on a matter in respect of which the proxy is to be used has been taken; or

• (b) in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Beneficial Shareholders who wish to change their vote must, sufficiently in advance of the Meeting or any adjournment or postponement thereof, arrange for their respective intermediaries to change their vote and if necessary arrange for their respective intermediaries to revoke the Proxy on their behalf.

A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting of Shares and Proxies and Exercise of Discretion by Proxy holders

Voting By Show of Hands

Voting at the Meeting will generally be by a show of hands, where every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote.

Voting By Poll

Voting at the Meeting will be by poll only if a poll is:

• (a) requested by a shareholder present at the Meeting in person or by proxy;

• (b) directed by the Chair; or

• (c) required by law because the number of shares represented by proxy that are to be voted against the motion is greater than 5% of the applicable company’s issued and outstanding shares.

On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

Approval of Resolutions

To approve a motion for an ordinary resolution, a simple majority of the votes cast in person or by proxy will be required. To approve the motion for the Special Resolution to amend and restate the Company’s Articles, a majority of not less than two-thirds of the votes cast on the Special Resolution will be required.

A shareholder may indicate the manner in which the persons named in the accompanying form of proxy are to vote with respect to a matter to be acted upon at the applicable Meeting by marking the appropriate space. If the instructions as to voting indicated in the Proxy are certain, the shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions given in the Proxy on

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any ballot that may be called for.

If no choice is specified in the Proxy with respect to a matter to be acted upon, the Proxy confers discretionary authority with respect to that matter upon the proxy holder named in the accompanying form of proxy. It is intended that the proxy holder named by management in the accompanying form of proxy will vote the shares represented by the Proxy in favour of each matter identified in the Proxy and for the nominees of the Board, for directors and auditor.

Solicitation of Proxies

It is expected that solicitations of proxies will be made primarily by mail and possibly supplemented by telephone or other personal contact by directors, officers and employees of the Company, at nominal cost. The Company may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the costs incurred in obtaining authorization to execute forms of proxies from their principals. The costs of solicitation will be borne by the Company.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As of March 2, 2021, 621,405,975 Common Shares were issued and outstanding. No preferred shares were outstanding.

Only Shareholders who are listed on the Company’s register of shareholders on the Record Date are entitled to receive notice of and to attend and vote at the Meeting or any adjournment of the Meeting. On any poll, each Shareholder of record on the Record Date is entitled to one vote for each Share registered in his or her name as at the Record Date.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying 10% or more of the voting rights attached to the outstanding Common Shares of the Company except as follows:

Shareholder Name	Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Issued and Outstanding Common Shares
AFC EquityInvestments Limited	106,358,480	17.1%

MATTERS TO BE CONSIDERED AT THE MEETING

Amendment to Articles

At the Meeting, Shareholders will be asked to approve the Special Resolution relating to the Amendment to Articles. The Special Resolution must be passed by a majority of not less than 2/3 (66⅔ %) of the votes cast by Shareholders who vote in respect of the Special Resolution.

The full text of the Special Resolution is set forth below under the heading “Special Resolution”.

The following provides an overview of the material proposed alterations to the Company’s existing articles as set forth in the Amended and Restated Articles, which is qualified in its entirety by reference to the full text of the amendments as described under Schedule “A” attached to this Circular.

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Background and Rationale for Amendments to the Articles

To enable the proposed admission of the Company’s common shares to trading on the AIM Market of the London Stock Exchange plc (“ AIM ”)(“ Admission ”), the Company is seeking shareholder approval of amendments to its Articles. The Directors believe that adopting the Articles will enable the Company to properly adhere to the rules and associated guidance of AIM and the recommendations of its proposed AIM nominated adviser, Canaccord Genuity Limited.

Companies whose shares are admitted to trading on AIM (“ AIM Companies ”) are subject to Rule 17 of the AIM Rules for Companies published by the London Stock Exchange plc (as amended from time to time) (the “ AIM Rules ”). With effect from Admission, AIM Rule 17 will require the AIM Company to notify, without delay, relevant changes to holdings of a significant shareholder (the “ AIM Disclosure Requirement ”). Under the AIM Rules, a "significant shareholder" is any person with a holding of 3% or more in any class of AIM security (excluding treasury shares). Under the AIM Rules, "relevant changes" means changes to the holdings of a significant shareholder which increase or decrease such holding through 3% and any single percentage threshold thereafter.

The guidance to the AIM Rules requires that AIM Companies incorporated outside the United Kingdom (“ non-UK AIM Companies ”) that are not caught by chapter 5 of the Disclosure Guidance and Transparency Rules published by the Financial Conduct Authority from time to time (“ DTRs ”) (such as the Company after Admission):

• (a) make reasonable endeavours to comply with AIM Rule 17, notwithstanding that the local law applicable to that non-UK AIM Company may not contain provisions that are similar to the DTRs; and

• (b) include provisions in the Articles requiring significant shareholders to notify the AIM Company of any relevant changes to their shareholdings in similar terms to the DTRs.

In summary, the proposed amendments in relation to the AIM Disclosure Requirement which will be included in the Articles will:

• (a) require the holder of, or an person interested in, any of the Company's shares to, upon a request by the Board, disclose such interest (and any other information requested by the Board) to the Board; and

• (b) require shareholders (other than a depositary) with a direct or indirect holding of 3% or more in any class of the Company's shares (excluding treasury shares) to notify the Company of:

• (i) its direct or indirect holding of 3% in any class of the Company's shares (excluding treasury shares); and

• (ii) any changes to its direct or indirect holding above 3% (excluding treasury shares) which increase or decrease through any single percentage.

In addition to the changes to reflect the AIM Disclosure Requirement in the Articles, the Company is also proposing to make certain amendments to ensure that the Articles provide for shares to be held on an uncertificated basis, in compliance with AIM Rule 36, which requires that AIM securities must be eligible for electronic settlement (see Articles 2.3, 2.4, 5.1 and 5.4 of the Articles).

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Shareholders are encouraged to carefully review the full text of the amendments as set out at Schedule “A” to this Circular.

Special Resolution

“RESOLVED THAT:

1. The alteration to the existing articles of the Company be and is hereby approved by amending articles 2.3, 2.4, 5.1 and 5.4 of the articles of the Company and by adding “Part 27 – Disclosure of Interest in Shares”, all substantially in the form set forth in Schedule “A” to the information circular of the Company dated March 29, 2021;

2. Pursuant to section 259(6) of the Business Corporations Act (British Columbia), the alteration of the articles of the Company referred to in paragraph 1 shall not take effect until a copy of these Resolutions are received for deposit at the Company’s records office;

3. Any one Director or Officer of the Company is hereby authorized and directed to do all acts and things, to execute and deliver all agreements, documents and instruments, to give all notices and to deliver, file and distribute all documents and information which such person determines to be necessary or desirable to give effect to the intent of these resolutions; and

4. The Directors of the Company be and are authorized to revoke this Special Resolution before it is acted on and/or not proceed with the alteration of the articles without further approval of the shareholders of the Company or any group of them.”

Recommendation of the Board of Directors

The Board of Directors has unanimously determined that the Amendment to the Company’s Articles is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of the Special Resolution at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

Other than as set forth in this Circular, no person who has been a Director or senior Officer of the Company at any time since the beginning of the last financial year, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No Director, executive Officer, nor any of their respective associates or affiliates, is or has been indebted to the Company since the beginning of the Company’s most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, no informed person, no Director of the Company and no associate or affiliate of any informed person or Director has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company.

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ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information is provided in the Company’s comparative financial statements for its most recently completed financial year. A copy of the Company’s financial statements is available on SEDAR at www.sedar.com

OTHER MATTERS

Other than the above, management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or an adjournment or postponement thereof, the accompanying proxy form confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

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SCHEDULE “A”

AMENDMENTS TO THE ARTICLES

1. Delete section 2.3 of the Articles of the Company in its entirety and replace it with the following:

“ 2.3 Right to Share Certificate or Acknowledgement .

Unless the shares of which a shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to:

• (a) one certificate representing the share or shares of each class or series of shares registered in the shareholder’s name; or

• (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate,

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgment for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all. The Company may refuse to register more than three persons as joint holders of a share.

Within a reasonable time after the issue or transfer of a share that is an uncertificated share, the Company must send to the shareholder a written notice containing the information required by the Business Corporations Act .”

2. Delete section 2.4 of the Articles of the Company in its entirety and replace it with the following:

“ 2.4 Sending of Share Certificate . Any share certificate, non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate or written notice of the issue or transfer of an uncertificated share to which a shareholder is entitled may be sent to the shareholder by mail at the shareholders’ registered address, and neither the Company nor any agent is liable for any loss to the shareholder because the share certificate, acknowledgment or notice sent is lost in the mail or stolen.”

3. Delete section 5.1 of the Articles of the Company in its entirety and replace it with the following:

• “5.1 Recording or Registering Transfer .

Except to the extent that the Business Corporations Act otherwise provides, a transfer of a share of the Company must not be recorded or registered unless:

• (a) a duly signed instrument of transfer in respect of the share has been received by the Company;

• (b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company;

• (c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company; and

• (d) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer

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the share, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.”

4. Delete section 5.4 of the Articles of the Company in its entirety and replace it with the following:

“ 5.4 Signing of Instrument of Transfer . If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited with the instrument of transfer or, if the shares are uncertificated shares, all of the uncertificated shares registered in the name of the shareholder:

• (a) in the name of the person named as transferee in that instrument of transfer; or

• (b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.”

5. Add “Party 27 – Disclosure of Interests in Shares” immediately following Part 26 - - Special Rights and Restrictions”, as follows:

“ PART 27 DISCLOSURE OF INTERESTS IN SHARES

27.1 Definitions . In this Part 27:

• (i) “AIM” means the AIM Market of the London Stock Exchange plc;

• (ii) “AIM Rules” means the AIM Rules for Companies published by the London Stock Exchange plc (as amended from time to time);

• (iii) “AIM security” means securities of an AIM company which have been admitted to AIM effected by a dealing notice under rule 6 of the AIM Rules;

• (iv) an “arm's length transfer” in relation to any shares is a transfer pursuant to:

• (A) a sale of the whole of the beneficial ownership of those shares to a bona fide third party not connected in any respect with the shareholder or with any person appearing to be interested in such shares including any such sale on a recognised investment exchange or on any stock exchange outside the United Kingdom on which the shares are listed or normally traded; or

• (B) a takeover offer (being an offer made to all the holders, or all the holders other than the person making the offer and his or her nominees, of the shares in the Company to acquire those shares or a specified proportion of them or to all the holders, or all the holders other than the person making the offer and his or her nominees, of a particular class of those shares to acquire the shares of that class or a specified proportion of them) which relates to those shares;

• (v) “Depositary” means a custodian or other person (or a nominee or other person) appointed under contractual arrangements with the Company or other arrangements approved by the directors whereby such custodian or other person or nominee holds or is interested in shares of the Company or rights or interests in shares of the Company and issues securities or other documents of title otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests provided and to the extent that such arrangements have been approved by the directors for the purpose of these articles;

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• (vi) “Depositary Interest” means securities or other documents of title otherwise evidencing the entitlement of the holder thereof to or to receive shares of Company or rights or interests in shares of the Company, issued by a Depositary;

• (vii) “DI Holder” means a holder of Depositary Interests;

• (viii) “DTRs” means the Disclosure Guidance and Transparency Rules sourcebook published by the UK Financial Conduct Authority from time to time;

• (ix) “financial instrument” has the meaning given to it in the AIM Rules;

• (x) “holding” means any legal or beneficial interest, whether direct or indirect, in AIM securities and includes a position in a financial instrument requiring disclosure in accordance with DTR 5.3.1R;

• (xi) “Qualifying Financial Instruments” means any financial instruments which:

• (A) on maturity give the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to the holder's right to acquire, shares of the Company to which voting rights are attached and are already issued; or

• (B) are not included in (A) but which are referenced to shares of the Company referred to in (A) and with economic effect similar to that of the financial instruments referred to in (A), whether or not they confer a right to a physical settlement;

• (xii) “relevant changes” means changes to the holdings of a significant shareholder above 3% (excluding treasury shares) which increase or decrease such holding through any single percentage thereafter; and

• (xiii) “treasury shares” means shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006 (UK).

27.2 Disclosure Notice.

The board may by notice in writing (the “disclosure notice”) require any person whom the board knows or has reasonable cause to believe to be interested in shares of the Company to indicate whether or not it is the case and, where that person holds any interest in any such shares, to give such further information as may be required by the board as outlined in this Part 27.

27.3 Disclosure of Interest.

Any disclosure notice may require the person to whom it is addressed to give particulars of his or her own present interest in the shares.

27.4 Response Within Reasonable Time.

A disclosure notice shall require any information given in response to the notice to be given in writing within such reasonable time (not being less than 21 days) as may be specified in the notice.

27.5 Disclosure Notice Term.

A disclosure notice which has taken effect under Article 27.2 shall remain in effect in accordance with its terms following a transfer of the shares to which it relates unless and until the board determines otherwise and notifies the holder accordingly.

27.6 Copy of Disclosure Notice.

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If a disclosure notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the accidental omission to do so or the non-receipt of the copy by the holder shall not prejudice the operation of the following provisions of this Part 27.

27.7 Default Shares.

If the holder of, or any person appearing to be interested in, any share has been served with a disclosure notice and, in respect of that share (a “default share”), has been in default for a period of 14 days after service of the disclosure notice in supplying to the Company the information required by the disclosure notice, the restrictions referred to below shall apply. Those restrictions shall continue for the period specified by the board provided that such period shall end not later than seven days after the earliest of:

• (a) due compliance to the satisfaction of the board with the disclosure notice; or

• (b) receipt by the Company of notice that the shareholding has been sold to a third party pursuant to an arm's length transfer,

and provided further that the board may waive all or any such restrictions.

27.8 Restrictions on Default Shares.

The restrictions referred to in Article 27.7 above are as follows:

• (a) if the default shares in which any one person is interested or appears to the Company to be interested represent less than 0.25% of the issued shares of the class (calculated exclusive of treasury shares), the holders of the default shares shall not be entitled, in respect of those shares, to attend and vote at a general meeting of the Company, either personally or by proxy; or

• (b) if the default shares in which any one person is interested or appears to the Company to be interested represent at least 0.25% of the issued shares of the class (calculated exclusive of treasury shares), the holders of the default shares shall not be entitled, in respect of those shares:

• (i) to attend and vote at a general meeting of the Company, either personally or by proxy;

• (ii) to receive any dividend (including shares issued in lieu of dividend); and/or

• (iii) to transfer or agree to transfer any of those shares or any rights in them.

27.9 Sale of Default Shares.

The restrictions in Article 27.8 shall not prejudice the right of either the shareholder holding the default shares or, if different, any person having a power of sale over those shares to sell or agree to sell those shares under an arm's length transfer.

27.10 Dividends Withheld on Default Shares.

If any dividend is withheld under Article 27.8(b)(ii) the shareholder shall be entitled to receive it as soon as practicable after the restriction contained in Article 27.8(b)(ii) shall cease to apply.

27.11 Restrictions on Future Allotted Shares.

If, while any of the restrictions referred to above apply to a share, another share is allotted as of right pursuant to the rights attached to such share, the same restrictions shall apply to that other share as if it were a default share. For this purpose, shares which the Company allots, or procures to be offered, pro rata (disregarding fractional entitlements) to holders of shares of the same class as the default share shall be treated as shares

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allotted in right of existing shares from the date on which the allotment is unconditional or, in the case of shares so offered, the date of the acceptance of the offer.

27.12 Depositary Default Shares.

Where a disclosure notice is served on a Depositary and the Depositary fails to comply for any reason with the disclosure notice, the provisions of Article 27.7 and Article 27.8 will only be implemented by the Company in relation to those default shares in respect of which there has been a failure, and will not be implemented in relation to any other shares held by the Depositary.

27.13 Significant Shareholder Disclosure.

Any person (other than a Depositary) with a direct or indirect holding of 3% or more in any class of an AIM security (a “significant shareholder”) shall notify the Company of its holding as shareholder or DI Holder or through his or her direct or indirect holding of Qualifying Financial Instruments (or a combination of such holdings) of 3% and any changes to its holding above 3% which increase or decrease such holding through any single percentage. A notification given in accordance with this subsection shall include the following information and any further information which is required to be notified by the Company in respect of changes to holdings of significant shareholders under Schedule Five to the AIM Rules:

• (a) the percentage of its holding, and the resulting situation in terms of its holding, and the date on which the relevant threshold was reached or crossed;

• (b) if applicable, the chain of controlled undertakings through which the AIM security is effectively held;

• (c) the identity of the significant shareholder;

• (d) the price, amount and class of shares or Depositary Interests concerned;

• (e) the nature of the transaction giving rise to the notification;

• (f) in the case of a holding of Qualifying Financial Instruments:

  • (i) for Qualifying Financial Instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable;

  • (ii) the date of maturity or expiration of the Qualifying Financial Instruments;

  • (iii) the identity of the holder;

  • (iv) the name of the underlying company; and

  • (v) the detailed nature of the Qualifying Financial Instruments, including full details of the exposure to shares of the Company; and

• (g) any other information required by the Company,

and such notification shall be made without delay and in any event no later than two business days since the holding reached 3% or, as the case may be, the changes to the holding were effected.

27.14 Default by Significant Shareholders and DI Holders.

If a shareholder or DI Holder fails to comply with Article 27.13, the shares of such shareholder, or the shares represented by the Depositary Interests of such DI Holder, shall be treated as if they were default shares for the

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purposes of Article 27.7 and the board may impose on such shares all or any restrictions mentioned in Article 27.8 until such time as the board is satisfied that the shareholder has fully complied with this Part 27.

27.15 Calculation of Holdings.

For the purposes of this Part 27:

• (a) the percentage of the issued shares of a class represented by a particular holding shall be calculated by reference to the shares in issue (excluding any shares held as treasury shares) at the time when the disclosure notice is given;

• (b) a person shall be treated as appearing to be interested in any share if the Company has given to the shareholder or Depositary holding such share, or DI Holder holding a Depositary Interest in such share, a disclosure notice and either (i) the shareholder, Depositary or DI Holder has named the person as being interested in the share or (ii) (after taking into account any response to any disclosure notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the share; and

• (c) a person who is interested in a right to subscribe for or convert into shares shall be deemed to be interested in the shares and references to interests in shares shall include any interest whatsoever in such shares including, without limitation, a right to control directly or indirectly the exercise of any right conferred by the holding of shares alone or in conjunction with any person and the interest of any person shall be deemed to include the interest of any other person deemed to be acting in conjunction as aforesaid.

27.16 No Prejudice to Business Corporations Act.

The provisions of this Part 27 are without prejudice to the provisions of the Business Corporations Act .”

6. Update the Table of Contents of the Articles accordingly to reflect the amendments and revisions described above.

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