Thor Explorations Ltd. — AGM Information 2020

Nov 12, 2020

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THOR EXPLORATIONS LTD. 550 Burrard Street, Suite 2900 Vancouver, BC V6C 0A3

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

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the shareholders of Thor Explorations Ltd. (the “ Company ”) will be held virtually on December 11, 2020 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 receive the audited financial statements of the Company for the financial year ended December 31, 2019 and the report of the auditors thereon;

2. to appoint auditors for the ensuing year at a remuneration to be fixed by the directors;

3. to fix the number of directors of the Company for the ensuing year at seven (7);

4. to elect the directors to hold office until the close of the next annual general meeting of shareholders of the Company; and

5. 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 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.

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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 3rd day of November, 2020.

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. 550 Burrard Street, Suite 2900 Vancouver, BC V6C 0A3 Telephone: (778) 658-6391 Fax: (604) 434-1487

INFORMATION CIRCULAR

As at November 3, 2020 (unless otherwise noted)

IMPORTANT NOTICE

THE ANNUAL 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 Annual General Meeting (the “Notice of Meeting”) of the shareholders (the “Shareholders”) of the Company, such Meeting to be held on December 11, 2020 at the time and place 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 November 3, 2020. 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 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.

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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 November 3, 2020 (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 in person 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.

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;

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• 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 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 (“ Non-Objecting 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

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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 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 54101 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:

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  • (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;

  • (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 a motion for a special resolution, a majority of not less than two-thirds of the votes cast on the 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 any ballot that may be called for.

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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 November 3, 2020, 621,195,975 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 Equity Investments Limited	106,358,480	17.1%

RECEIPT OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended December 31, 2019 and accompanying auditor’s report will be presented at the Meeting.

APPOINTMENT OF AUDITOR

Shareholders will be asked to pass an ordinary resolution to appoint BDO LLP, Chartered Accountants as the auditor of the Company to hold office until the next annual general meeting of shareholders of the Company and remuneration to be fixed by the directors. BDO LLP, Chartered Accountants was first appointed as auditor of the Company on October 25, 2017.

The Board recommends the Shareholders of the Company to vote for the ratification of the appointment of BDO LLP, as the Company’s auditors and remuneration to be fixed by the directors.

NUMBER OF DIRECTORS

The Articles of the Company provide for a board of directors of no fewer than three directors and no greater than a number as fixed or changed from time to time by majority approval of the Shareholders.

The directors of the Company are elected annually to hold office until the next annual meeting of the shareholders of the Company or until their successors are elected or appointed.

Shareholders will be asked to pass an ordinary resolution to fix the number of directors at seven (7). The persons named in the enclosed form of proxy intend to vote in favour of fixing the number of directors at seven (7). In the absence of instructions to the contrary, the shares represented by proxy will be voted in favour of the resolution.

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The Board recommends the approval of the resolution to set the number of directors of the Company at seven (7).

ELECTION OF DIRECTORS

The proposed nominees for the Board are named in the table below for election by the Shareholders as directors of the Company. Each director elected will hold office until the next annual general meeting of the Company or until his or her successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Company or the Business Corporation Act (British Columbia) (the “ Act ”).

The following table sets out the names of management’s nominees for election as directors, the place in which each is ordinarily resident, all offices of the Company now held by each of them, their principal occupations, the period of time during which each has been a director of the Company, and the number of Shares beneficially owned by each of them, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.

Information concerning such persons, as furnished by the individual nominees, is as follows:

			Shares Beneficially
			Owned, Controlled
			or Directed as of
Name, Place of Residence	Principal Occupation for		November 3,
and Office(s)(1)	Past Five Years(1)	Date joined	2020(1)
Olusegun Lawson	President and Chief Executive		12,047,855
London, England	Officer of Thor Explorations Ltd.
Incumbent non-independent	(August 2011 to present);
director
Board nominee
Board and Committees
Board of Directors		July 17, 2012
Audit Committee		July 17, 2012
Technical Committee		April 26,2019
Adrian John Geoffrey	Non-Executive Director & Chairman		552,500
Coates
London, England
Chairman and Incumbent –
Independent director
Board nominee
Board and Committees
Board of Directors		December 15, 2016
Chairman of the Board		August 6, 2018
Audit Committee (Chairman)		March 22, 2017
Remuneration Committee		April 26, 2019
Nomination Committee		July17,2019
Folorunso Dada Adeoye	Director of Tropical Mines Ltd.,		19,349,721
Lagos, Nigeria	Lagos, Nigeria (1994 to present)
Incumbent Independent
director
Board nominee
Board and Committees
Board of Directors		August 18, 2016
Remuneration Committee		April 26, 2019
Nomination Committee		July17,2019

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					Shares Beneficially
					Owned, Controlled
					or Directed as of
Name, Place of Residence	Principal Occupation for				November 3,
and Office(s) (1)		Past Five Years(1)		Datejoined	2020(1)
Kayode Victor Aderinokun	Director	of Tropical Mines Ltd.,			21,203,007
Lagos, Nigeria	Lagos, Nigeria (1994 to present)
Incumbent Independent
director
Board nominee
Board and Committees
Board of Directors			August 18, 2016
Remuneration Committee			July 17, 2019
Nomination Committee			July17,2019
Julian Fraser Harvey	Consultant				NIL
Barnes
Selimbar, Romania
Incumbent Independent
director
Board nominee
Board and Committees
Board of Directors			January 12, 2017
Audit Committee			March 22, 2017
Technical Committee			April 26, 2019
(Chairman)
Collin Ellison	President and Chief Executive		N/A		NIL
Panama	Officer of PMI Gold Corporation
Incumbent Independent	(2011 to	2014)
director	Partner of PLC Partners S.A. (2014
Board nominee	to present)
Board and Committees
Board of Directors				July 9, 2018
Remuneration Committee			April 26, 2019
(Chairman) Nomination Committee			July 17, 2019
(Chairman) Technical Committee			April 26, 2019
Oliver Andrews	Director	and CIO of AFC (2014 to			NIL
Nigeria	present)
Incumbent non-independent
director
Board nominee
Board and Committees
Board of Directors			December 13,2019
Oliver Andrews is an employee	of the Africa Finance Corporation (“AFC”), the Company’s largest shareholder. The
Company and the AFC have agreed that Mr. Andrews be nominated by			the Board.

(1) The information as to the place of residence, principal occupation and shares beneficially owned, directly or indirectly, or controlled or directed, has been furnished by the respective nominees. With the exception of Oliver Andrews, as noted above, no other proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

The Board recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year.

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The Board does not contemplate that any of its nominees will be unable to serve as a director. If any vacancies occur in the slate of nominees listed above before the Meeting, then the proxy holders named in the accompanying form of proxy intend to exercise discretionary authority to vote the shares represented by proxy for the election of any other persons as directors.

As at November 3, 2020 the nominee directors and executive officers of the Company, as a group, beneficially owned, directly and indirectly, or exercised control or direction over 53,153,083 Common Shares, representing approximately 8.56% of the total number of Common Shares outstanding before giving effect to the exercise of options or warrants to purchase Common Shares held by such directors and executive officers.

Committees

In order to assist the Board in carrying out its mandate, the Board has established the following committees:

1. Audit Committee which carries out its function in accordance with the Audit Committee Charter. The current members of the Company’s Audit Committee are Adrian Coates (Chairman), Julian Barnes and Olusegun Lawson;

2. Remuneration Committee which carries out its function in accordance with the Remuneration Committee Charter. The current members of the Company’s Remuneration Committee are Collin Ellison (Chairman), Adrian Coates, Folorunso Adeoye and Kayode Aderinokun;

3. Nomination Committee which carries out its function in accordance with the Nomination Committee Charter. The current members of the Company’s Nomination Committee are Collin Ellison (Chairman), Adrian Coates, Folorunso Adeoye and Kayode Aderinokun;

4. Technical Committee which carries out its function in accordance with the Technical Committee Charter. The current members of the Company’s Technical Committee are Julian Barnes (Chairman), Collin Ellison, Olusegun Lawson and designated members of the Management Team.

Individual Bankruptcies

During the ten years preceding the date of this Circular, no proposed director of the Company has, to the knowledge of the Company, 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 that individual.

Penalties and Sanctions

None of the proposed nominees for election as a director of the Company has been subject to any penalties or sanctions imposed by a court or regulatory body or entered into a settlement agreement with any securities regulatory authority.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed in this Circular, during the ten years preceding the date of this Circular, no proposed director of the Company has, to the knowledge of the Company, been a director or executive officer of another issuer which, while such individual was acting in that capacity:

• (a) was the subject of a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation, for a period of more than thirty consecutive days; or

• (b) was 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 securities legislation, for a period of more than 30 consecutive days, or

• (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

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instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objectives of the Company’s compensation policies are:

• (a) to encourage and reward good performance by providing management with incentives to contribute to the achievement of the Company’s short-term and long-term goals;

• (b) to attract and retain highly qualified and experienced executives and managers by being competitive with other companies of similar size and scope of operations;

• (c) to ensure that the interests of the Company’s executive officers and the Company’s shareholders are aligned; and

• (d) to ensure that executive compensation is transparent and is reasonable and fair to shareholders.

The Company attempts to maintain compensation arrangements that will attract and retain highly qualified individuals who are able and capable of carrying out the objectives of the Company, and is designed in a manner to recognize and reward executive officers based on individual and corporate performance. In establishing executive compensation policies, the Board takes into consideration the recommendations of management and prevailing market conditions.

Compensation Governance

The Company’s executive compensation program is administered by the Remuneration Committee (the “ Committee ”).

The Committee is responsible for reviewing and approving corporate goals and objectives relevant to an executive officer’s compensation, evaluating the executive officer’s performance in light of those goals and objectives and making recommendations with respect to the executive officer’s compensation based on their evaluation.

The executive officers of the Company are compensated in a manner consistent with their respective contributions to the overall benefit of the Company, and in line with the criteria set out below. Executive compensation is based on a combination of factors, including a comparative review of publicly available information from other companies of similar size and scope of operations, recruitment agencies (if any) and auditors as well as historical precedent. In the view of the Committee, the early stage of the Company’s development does not lend itself to the formulation of specific objective performance guidelines for executive pay. Rather, it is appropriate for the Committee to rely upon their subjective assessment of the achievements of management, both absolutely and in relation to that of the Company’s peers. In the case of a gold exploration and development company such as the Company, the Committee consider such things as:

• the ability to determine and carry out generative programs based on new geological theories or concepts in previously underexplored and unexplored areas;

• the ability to source and secure promising mineral properties of merit;

• the ability to raise the necessary capital to explore such properties and maintain the Company’s ongoing activities, including appropriately presenting information regarding the Company and its prospects to current and potential future investors and the marketplace in general;

• the ability to focus the Company’s resources and to appropriately allocate such resources to the benefit of the Company as a whole;

• the ability to ensure compliance by the Company with applicable regulatory requirements;

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• the ability to design, implement and efficiently and safely carry out programs of work on the Company’s gold projects sufficient to enable decisions to be made as to appropriate next steps;

• the ability to maintain and foster a culture of safety throughout all of the Company’s field and office locations;

• the ability to carry on business in a sustainable manner; and

• the ability to manage the business of the Company in such a way as to outperform the Company’s peers,

to be of primary importance in assessing the performance of its executive officers. The Committee does not anticipate at this time that any specific metrics or identifiable objective measures of performance will be used in order to fix compensation or determine compensation increases (if any). Rather, the Committee will continue to use primarily a subjective approach, based on the combined industry experience and knowledge, which relies on the assessment of the Committee as to the relative success of the Company’s executive officers in demonstrating the ability to perform in a manner consistent with the factors noted above, as well as the level of compensation thought necessary to attract and retain the personnel required to accomplish the Company’s business plan.

The Committee believes that the foregoing criteria are appropriate for use to assess the appropriate compensation level for the CEO & President and other executive officers employed by the Company, and that more objective measurements and specific performance metrics are difficult to effectively establish and use as the basis for executive compensation at this stage of the Company’s development.

Risk Management

The nature of the business and the competitive environment in which the Company operates require some level of risk-taking, as risk-taking is intrinsic to all businesses to achieve growth and strategic objectives that are in the best interest of shareholders. The Committee is responsible for ensuring the application of the compensation policy is appropriately aligned to support the Company’s objectives and encourage appropriate management behaviours, including prudent risk-taking. To this effect, the Company has adopted practices that appropriately align compensation with the experience of shareholders.

Risk Assessment:

The Board has overall responsibility for the establishment and oversight of the Company’s risk management framework. The overall risk management objectives are to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.

The Committee has identified the following risk mitigating features within the Company’s compensation program:

• strong governance oversight and culture;

• compensation is balanced between fixed and variable elements, cash and equity, and short-term and long-term incentives;

• long-term incentives that incorporate both time and performance features;

• annual performance bonuses that are discretionary awards determined by the Committee by taking into consideration the Company’s performance, achievements and results, and the Company’s share price.

Based on its review, the Committee considers that the compensation practices and policies are unlikely to have a material adverse impact on the Company and is satisfied that the current policy provides the necessary framework and governance to align the interest of the executive officers, the Company and shareholders.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers . The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial years ended December 31, 2019, and December 31, 2018, and the decision-making process relating to compensation.

Information contained in this Statement of Executive Compensation is as of December 31, 2019 unless indicated otherwise.

For the purpose of this Circular:

“ CEO ” means each individual who acted as chief executive officer of the Company or acted in a similar capacity for any part of the most recently completed financial year;

“ CFO ” means each individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the most recently completed financial year; and

“ Named Executive Officer ” or “ NEO ” means: (a) a CEO; (b) a CFO; (c) each of the Company’s three most highly compensated executive officers, including any of the Company’s subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than C$150,000 as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation, for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity at the end of the most recently completed financial year.

As at December 31, 2019, the Company had two Named Executive Officers, being Olusegun Lawson, President & CEO and Ben Hodges, CFO, and seven directors, being Olusegun Lawson, Folorunso Adeoye, Kayode Aderinokun, Adrian John Geoffrey Coates, Julian Fraser Harvey Barnes, Collin Ellison and Oliver Andrews.

Director and NEO Compensation, Excluding Compensation Securities

The compensation paid to the NEOs and directors during the Company’s two most recently completed financial years ended December 31, 2019 and 2018, excluding compensation securities, is as set out below and expressed in Canadian dollars unless otherwise noted:

Table of Compensation Excluding Copensation Securities

Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compen- sation ($)	Total compen- sation
Olusegun Lawson,(1) President, CEO and Director	2019 2018	$472,000 $293,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$472,000 $293,000

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Table of Compensation Excluding Copensation Securities

Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities	Table of Compensation Excluding Copensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees	Value of perquisites	Value of all other compen- sation	Total compen- sation
Ben Hodges,(2) CFO and Secretary	2019 2018	$177,000 $136,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$177,000 $136,000
Folorunso Adeoye,(3) Director	2019 2018	$59,730 $14,800	Nil Nil	Nil Nil	Nil Nil	Nil N/A	$59,730 $14,800
Kayode Aderinokun (4)Director	2019 2018	$59,730 $14,800	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$59,730l $14,800
Adrian John Geoffrey Coates,(5) Chairman	2019 2018	$107,600 $26,400	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$107,600 $26,400
Julian Fraser Harvey Barnes,(6) Director	2019 2018	$59,730 $14,800	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$59,730 $14,800
Collin Ellison,(7) Director	2019 2018	$59,730 $14,800	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$59,730 $14,800
Oliver Andrews,(8) Director	2019 2018	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A

(1) Mr. Lawson was appointed as President and Chief Executive Officer of the Company on August 12, 2011, and as a director on July 17, 2012. All amounts for Mr. Lawson, excluding option grants, were paid to Mansion Minerals Ltd., a private company controlled by Mr. Lawson. Fees paid or payable to Mansion Minerals Ltd. by the Company are 100% attributable to CEO services provided by Mr. Lawson

(2) Mr. Hodges was appointed as CFO and Secretary on November 7, 2016. All amounts for Mr. Hodges up to February 28, 2019, excluding option grants, were paid to Alcester Projects Limited, a private company controlled by Mr. Hodges. Fees paid to Alcester Projects by the Company are 100% attributable to services provided by Mr. Hodges. From March 1, 2020 Mr. Hodges received an annual base salary.

(3) Mr. Adeoye was appointed as director on August 18, 2016.

(4) Mr. Aderinokun was appointed as director on August 18, 2016.

(5) Mr. Coates was appointed as director on December 15, 2016.

(6) Mr. Barnes was appointed as director on January 12, 2017.

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• (7) Mr. Ellison was appointed as director on August 6, 2018.

• (8) Mr. Andrews was appointed as director on December 13, 2019.

Stock Options and Other Compensation Securities

See discussion under “Long-term incentives – stock options” under “Compensation Discussion and Analysis” above.

The following table sets forth information in respect of all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly to the Company or its subsidiaries in the Company’s most recently completed financial year ended December 31, 2019:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying securing on date of grant	Closing price of security or underlying security at year end	Expiry date
Olusegun Lawson,(1) President, CEO and Director	Options Options	4,000,000 5,500,000	Jan 16, 2017 Mar 12, 2018	$0.12 $0.145	$0.15 $0.18	$0.15 $0.15	Jan 16, 2022 Mar 12, 2023
Ben Hodges,(2) CFO and Secretary	Options Options	250,000 400,000	Jan 16, 2017 Mar 12, 2018	$0.12 $0.145	$0.15 $0.18	$0.15 $0.15	Jan 16, 2022 Mar 12, 2023
Folorunso Adeoye,(3) Director	Options Options	500,000 1,500,000	Jan 16, 2017 Mar 12, 2018	$0.12 $0.145	$0.15 $0.18	$0.15 $0.15	Jan 16, 2022 Mar 12, 2023
Kayode Aderinokun( 4)Director	Options Options	500,000 1,500,000	Jan 16, 2017 Mar 12, 2018	$0.12 $0.145	$0.15 $0.18	$0.15 $0.15	Jan 16, 2022 Mar 12, 2023

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		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying securing on date of grant	Closing price of security or underlying security at year end	Expiry date
Adrian John Geoffrey Coates,(5) Chairman	Options Options	500,000 1,500,000	Jan 16, 2017 Mar 12, 2018	$0.12 $0.145	$0.15 $0.18	$0.15 $0.15	Jan 16, 2022 Mar 12, 2023
Julian Fraser Harvey Barnes,(6) Director	Options Options	500,000 1,500,000	Jan 16, 2017 Mar 12, 2018	$0.12 $0.145	$0.15 $0.18	$0.15 $0.15	Jan 16, 2022 Mar 12, 2023
Collin Ellison,(7) Director	Options	750,000	Oct 5, 2018	$0.14	$0.18	$0.15	Oct 5, 2023
Oliver Andrews, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

• (1) Mr. Lawson holds 9,500,000 options as of December 31, 2019, all fully vested, as further described above.

• (2) Mr. Hodges holds 650,000 options as of December 31, 2019, all fully vested, as further described above.

• (3) Mr. Adeoye holds 2,000,000 options as of December 31, 2019, 500,000 exercisable for $0.12 until Jan. 16, 2022 and 1,500,000 exercisable for $0.145 until March 12, 2023, all fully vested.

(4) Mr. Aderinokun holds 2,000,000 options as of December 31, 2019, 500,000 exercisable for $0.12 until Jan. 16, 2022 and 1,500,000 exercisable for $0.145 until March 12, 2023, all fully vested.

(5) Mr. Coates holds 2,000,000 options as of December 31, 2019, 500,000 exercisable for $0.12 until Jan. 16, 2022 and 1,500,000 exercisable for $0.145 until March 12, 2023, all fully vested.

(6) Mr. Barnes holds 2,000,000 options as of December 31, 2019, 500,000 exercisable for $0.12 until Jan. 16, 2022 and 1,500,000 exercisable for $0.145 until March 12, 2023, all fully vested.

(7) Mr. Ellison holds 750,000 options as of December 31, 2019, all fully vested, exercisable for $0.14 until Oct. 5, 2023.

Exercise of Compensation Securities by Directors and NEOs

No director of NEO exercised compensation securities during the Company’s most recently completed financial year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

A number of Common Shares are reserved for the issuance of stock options to eligible persons (collectively, the “ Optionees ”) pursuant to the Company’s Stock Option Plan, approved by the Shareholders on July 9, 2013 and subsequently amended with an effective date of October 25, 2017, further amended on February 19, 2018, and further

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amended on January 16, 2020. The Company has implemented a fixed plan whereby it has reserved 44,900,000 stock options for issuance under the Stock Option Plan.

The stock options are exercisable by the Optionee giving the Company notice and payment of the exercise price for the number of common shares to be acquired. The stock options are exercisable by the Optionee giving the Company notice and payment of the exercise price for the number of common shares to be acquired on or prior to the applicable expiry date, as determined by the Board.

At the most recently completed financial year, there were 23,800,000 stock options outstanding under the Stock Option Plan, 18,900,000 of which are held by NEOs or directors of the Company.

The Company has no other form of compensation plan under which equity securities of the Company are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

Employment, Consulting and Management Agreements

Chief Executive Officer

Mansion Minerals Ltd. (“Mansion”) is a company controlled by Olusegun Lawson, President & CEO and Director. effective October 1, 2011. Mansion under the terms of the consulting agreement has agreed to provide certain consulting and advisory services to the Company for a monthly fee of US$31,250. The agreement has a one-year term renewable automatically unless modified by mutual agreement. Mansion may terminate the agreement by giving three months written notice. The Company may terminate the agreement without cause at any time prior to the end of term by notice in writing stating the last day services are required, in which event the Company shall provide Mansion with a compensation payment (the “Mansion Termination Compensation”) equal to the value of six months fees, plus an amount equal to the highest annual bonus, if any, paid to the Consultant over the preceding two year period. In the event that either the Company or Mansion terminates the agreement within six months of a change of control, as defined in the agreement, Mansion will be entitled to receive the Mansion Termination Compensation plus an additional payment equal to the value of twelve months fees including the highest annual bonus, if paid to the Consultant over the preceding two year period. Mansion is subject to customary confidentiality, non-solicitation and non-competition obligations under the agreement.

Chief Financial Officer

Ben Hodges, CFO entered into a service agreement with the Company on March 1, 2019. Under the terms of the agreement Mr. Hodges provides services to the Company in exchange for an annual salary of £110,000 based on a four day week. Either party may terminate the agreement by giving one month’s written notice.

Non-Executive Chairman

Adrian Coates, Non-Executive Chairman of the Company has engagement by way of a Letter of Appointment (“the Letter”). The term of the Letter is for a three year period and will terminate if the Chairman is not re-elected as a Director of the Company by Shareholders at the Annual General Meeting, or by either party in writing. During 2019 the Chairman received annual directors fees of US$77,250, paid quarterly.

Non-Executive Directors

Folorunso Adeoye, Kayode Aderinokun, Julian Fraser Harvey Barnes and Collin Ellison are Non-Executive Directors of the Company have engagement by way of a Letter of Appointment (“the Letters”). The term of the Letters is for a three year period and will terminate if a Non-Executive Director is not re-elected as a Director of the Company by Shareholders at the Annual General Meeting, or by either party in writing. During 2019 each of the named NonExecutive Directors received annual directors fees of US$45,000, paid quarterly.

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Oversight and Description of Director and NEO Compensation

Compensation of Directors

Compensation of directors of the Company is reviewed annually and determined by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

The Company had no arrangements, standard or otherwise, pursuant to which directors were compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the financial year ended December 31, 2019, or subsequently, up to and including the date of this Circular with the exception of stock-based compensation as detailed in this Circular.

In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers option grants to directors under the Company’s Stock Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of stock options. Other than the Stock Option Plan, as discussed above, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Remuneration Committee. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Elements of Executive Compensation

The Company’s compensation arrangements for the Named Executive Officers (as defined below) may, in addition to salary, include compensation in the form of bonuses and, over a longer term, benefits arising from the grant of stock options.

Given the stage of development of the Company and the fact that it has not yet attained commercial production, compensation of the Named Executive Officers to date has emphasized salary and meaningful stock option awards to attract and retain Named Executive Officers and to a certain extent, conserve cash. In the event that the Company achieves commercial production in the future, this policy may be re-evaluated to instead emphasize increased base salaries and cash bonuses with a reduced reliance on option awards.

The Company has not engaged or retained any compensation consultants to date.

Base Compensation:

The level of the base salary for each executive officer of the Company, within a specified range, is determined by the level of responsibility and the importance of the position to the Company, within competitive industry ranges. The Committee determines the base salaries and bonuses (if any) for executive officers and senior management of the Company. In general, the Committee wishes to recognize significant or exceptional performance in a particular year through the grant of a cash bonus for that year, rather than a substantial increase in salary going forward.

Mr. Olusegun Lawson, the President and Chief Executive Officer, earned consulting fees of $472,000 in 2019. Mr. Ben Hodges, the Chief Financial Officer, earned consulting fees and salary of $177,000 in 2019.

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Annual Performance Bonus:

Annual bonuses may be awarded at the sole discretion of the Board, based on recommendations of the Committee, for individual achievements, contributions or efforts that the Committee has determined can reasonably be expected to have a positive impact on the value of the Company to shareholders.

The Company did not make payment of cash incentive bonuses for the year ended December 31, 2019 to the executive officers, in light of the general market conditions and the performance of the Company’s share price.

Long-term incentives – stock options:

The Company 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 Company’s stock option plan (the “ Stock Option Plan ”). Stock 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 Company’s Stock Option Plan is administered by the Board and the Board determines the number of stock options to be awarded under the Stock Option Plan, based on the recommendations of the Committee. Stock options are generally awarded to executive officers at the commencement of employment and periodically thereafter. Stock options are granted to reward individuals for current performance, expected future performance and value to the Company. The size of awards made subsequent to the commencement of employment takes into account stock options already held by the individual. For further details regarding the Stock Option Plan, see “Disclosure Relating to the Company’s Stock Option Plan” and “Equity Compensation Plan Information” below.

No stock options were granted during 2013, 2014, 2015 and 2016. On January 16, 2017, the Company granted 9,750,000 stock options to Directors and Executive Officers, and on May 7, 2017 the Company granted 500,000 stock options Executive Management. On March 12, 2018 the Company granted 12,800,000 stock options to Directors and Executive Management. On October 5, 2018 the Company granted 750,000 stock options to Directors. On January 16, 2020, the Company granted 14,250,000 Directors and Executive Management. As of November 3, 2020, 38,050,000 stock options were outstanding.

The Black-Scholes method has been used to value all stock options.

Other long-term incentives:

The Company does not provide a pension plan to its executive officers, nor does it have any other long-term incentives.

Chief Executive Officer Compensation:

The compensation of the CEO consists of an annual consultancy fee and incentive stock options determined in the manner described in the above discussion of compensation for all executive officers. The CEO is also entitled to receive annual bonuses at the discretion of the Board. During the year to December 31, 2019 no element of the CEO’s remuneration was paid was subject to any performance criteria.

Pension Plan Benefits

The Company does not provide a pension to its directors or NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The sole equity compensation plan is the Company’s Stock Option Plan, approved by the Shareholders on July 9, 2013 and subsequently amended with an effective date of October 25, 2017, further amended on February 19, 2018, and further amended on January 16, 2020. The Company has implemented a fixed plan whereby it has reserved 44,900,000 Options for issuance under the Stock Option Plan.

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As of the date hereof, there are outstanding Options to purchase up to 38,050,000 Common Shares and a total of 6,850,000 Options remain available for future grants under the Stock Option Plan. Options which have expired, were cancelled or otherwise terminated without being exercised are available for subsequent grants under the Stock Option Plan.

The increase in the maximum number of Options from 9,110,811 to 44,900,000 under the Stock Option Plan is expected to benefit Shareholders by providing the Company with flexibility at its discretion to attract and retain high calibre personnel by offering to them an opportunity to share in any increase in value of the Common Shares of the Company resulting from their efforts. The purpose of the Stock Option Plan is to provide incentive to the Company’s employees, officers, directors, and consultants responsible for the continued success of the Company.

The following table contains details of all our equity compensation plans as of December 31, 2019.

Equity Compensation Plan Information

			Number of securities
	Number of Securities to be		available for future
	issued upon exercise of	Weighted-average	issuance under equity
	outstanding options,	exercise price of	compensation plans
	warrants and rights as at	outstanding options,	(excluding securities
	December 31, 2019	warrants and rights	included in column(a))
PlanCategory	(a)	(b)	(c)
Equity compensation
plans approved by	23,800,000	$0.134	6,200,000(1)
shareholders
Equity compensation
plans not approved by	N/A	N/A	N/A
shareholders
Total:	23,800,000	$0.134	6,200,000(1)

(1 The Company’s issued and outstanding Common Shares as at December 31, 2019 was 449,352,215.

As at December 31, 2019 the aggregate number of Option Shares reserved for issuance under the Stock Option Plan, Common Shares reserved for issuance under any other share compensation arrangement granted or made available by the Company from time to time (the “ Other Plans ”) and Common Shares reserved for issuance under incentive stock options not granted under the Stock Option Plan or the Other Plans, may not exceed in aggregate 30,000,000 Common Shares. Subsequent to December 31, 2019, on January 15, 2020 the TSX Venture Exchange approved a change in the Stock Option Plan, increasing the number of Options that may be issued to 44,900,000.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than routine indebtedness, no current or former executive officer, director or employee of the Company or any of its subsidiaries, or any proposed nominee for election as a director of the Company, or any associate or affiliate of any such executive officer, director, employee or proposed nominee, is or has been indebted to the Company or any of its subsidiaries, or to any other entity that was provided a guarantee, support agreement, letter of credit or other similar arrangement or understanding by the Company or any of its subsidiaries in connection with the indebtedness, at any time since the beginning of the most recently completed financial year.

MANAGEMENT CONTRACTS

During the year to December 31, 2019 the Company was party to a shareholders’ cost-sharing agreement with certain other public and private companies (the “ Other Companies ”) pursuant to which the Company and the Other Companies are equal shareholders in Sterling West Management Ltd. (“ SWM ”) of Suite 1010 – 1075 West Georgia Street, Vancouver, BC V6E 3C9, and, through SWM, share office space, furnishings, equipment and communications facilities (on a cost recovery basis) and the employment, on a part-time basis, of various administrative, office and

• 22 -

management personnel in Vancouver, British Columbia. Costs of the shared office facilities and the shared part-time employees are recovered from the Company in proportion to the time spent by the shared part-time employees on matters pertaining to the Company. During the year ended December 31, 2019, the Company’s share of these costs was $4,426.

Except for the foregoing, management functions of the Company are generally performed by the directors and executive officers of the Company, and not, to any substantial degree, by any other person.

AUDIT COMMITTEE DISCLOSURE

National Instrument 52-110 (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor. Please refer to Schedule “A” – Audit Committee for such disclosure.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines adopted in National Policy 58-201. Please refer to Schedule “B” – Corporate Governance for such disclosure.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Common Shares or who exercises control or direction of Common Shares, or a combination of both carrying more than ten percent of the voting rights attached to the Common Shares outstanding (an “ Insider ”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had 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, except with an interest arising from the ownership of Common Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Common Shares.

Olusegun Lawson provides consulting services through Mansion Minerals Ltd, a company he controls. Mansion Minerals Ltd earned $472,000 by the Company for the services provided by Mr. Olusegun Lawson as President and Chief Executive Officer during the financial year ended December 31, 2019.

Ben Hodges provided consulting services until February 28, 2019 through Alcester Projects Limited, a company he controls. Alcester Projects Limited earned $23,000 by the Company for the services provided by Mr. Hodges as Chief Financial Officer during the financial year ended December 31, 2019.

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

Other than as described herein, no director or executive officer of the Company at any time since the beginning of the Company’s most recently completed financial year, no proposed nominee for election as a director of the Company and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except for any interest arising from the ownership of shares of the Company where the shareholder will receive no extra or special benefit from the Company not shared on a pro-rata basis by all holders of shares in the capital of the Company.

Other than as described herein, no director or senior officer of the Company at any time since the beginning of the Company’s most recently completed financial year, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

RENEWAL OF THE COMPANY’S STOCK OPTION PLAN

The Exchange requires all Exchange listed companies to adopt stock option plans. The Company has implemented a fixed Stock Option Plan whereby it limits the number of options which may be granted to 44,900,000 Common Shares

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of the Company. The Stock Option Plan is expected to benefit shareholders by enabling the Company to attract and retain high calibre personnel by offering to them an opportunity to share in any increase in value of the Common Shares of the Company resulting from their efforts. The purpose of the Stock Option Plan is to provide incentive to the Company’s employees, officers, directors, and consultants responsible for the continued success of the Company. The following is a summary of the Stock Option Plan.

The Stock Option Plan shall be administered by the Board. The Stock Option Plan provides that options may be granted to directors, officers, employees and consultants of the Company and of its affiliates. The option price in respect of each option shall not be less than the market price less the discount permitted by the Exchange on the grant date. Options shall be granted by the Board for a term not to exceed ten years from the date of their grant.

The Board of the Company, subject to the policies of the Exchange, may determine and impose terms upon which each option shall become vested. In the event that options are granted to consultants performing investor relations activities, such options must vest in stages over 12 months with no more than 25% of the options vesting in any three month period. In the event of a change of control of the Company, the Board has the discretion to cause all options that are not vested to vest immediately and automatically without further action by the Company’s Board, notwithstanding the original vesting schedule.

Options shall be non-assignable and non-transferable by the optionee, provided that they shall be exercisable by an optionee’s legal heirs, executor, or administrator for up to six months after the date of death or the options’ expiry date, whichever is earlier. If the optionee retires or is to be terminated other than for cause, the options then held by the optionee shall be exercisable to acquire vested unissued option shares at any time up to but not after the earlier of the expiry date and the date which is a reasonable period up to a period of one year after the optionee ceases to be a director, officer, employee or consultant of the Company, or an affiliate of the company. Any options that had not become vested in respect of certain unissued option shares at the time the relevant event occurred shall not become exercisable in respect of such unissued option shares and shall be cancelled.

The maximum number of Common Shares to be reserved for issuance under the Stock Option Plan, including options currently outstanding, shall not exceed 44,900,000 of Common Shares of the Company issued and outstanding on a non-diluted basis on the applicable date of grant. Within a 12-month period, the number of options granted to any one consultant or to all optionees in the aggregate conducting investor relations activities shall not exceed 2% of the total number of issued and outstanding shares on a non-diluted basis. Additionally, unless disinterested shareholder approval is obtained, within a 12 month period, the number of options granted to any one optionee shall not exceed 5%, and the number of options granted to insiders shall not exceed 10% of the total number of issued and outstanding shares on a non-diluted basis.

If a material alteration in the capital structure of the Company occurs as a result of a recapitalization, consolidation, subdivision, stock split, stock dividend or similar event, then effective immediately after the record date or effective date for such event, the price and number of options shall be adjusted to reflect the occurrence of such event. Any adjustment to the option price or number of unissued option shares purchasable under the Stock Option Plan is subject to the approval of the Exchange and any other governmental authority having jurisdiction.

In the event of a special distribution to all shareholders of dividends, shares, cash, assets, rights, options or warrants, then the number of unissued option shares shall be correspondingly increased, by such amount, if any, as is determined by the Board to be appropriate in order to properly reflect any diminution in value of the unissued option shares as a result of such special distribution.

If there is a reclassification of outstanding shares, for example by way of a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding shares, or a transaction whereby all or substantially all of the Company’s undertaking and assets become the property of another corporation, then the optionee shall have an option to purchase the kind and amount of shares or other securities or property that he or she would have been entitled to receive as a result of the corporate reorganization if he or she had been the holder of all unissued option shares.

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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.

SCHEDULE “A” AUDIT COMMITTEE

Pursuant to the provisions of section 224 of the Act, the Company is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of the Company. The Company must also, pursuant to the provisions of National Instrument 52-110 Audit Committees (“NI 52-110”), have a written charter, which sets out the duties and responsibilities of its audit committee. In providing the following disclosure, the Company is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers.

Audit Committee’s Charter

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Company’s Board in fulfilling its financial oversight responsibilities by supervising the Company’s external auditor and reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

• supervise the performance of the Company’s external auditors;

• serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements; and

• provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

Composition

The Committee shall be comprised of a minimum of three directors as determined by the Board.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Reporting by External Auditor

The external auditor of the Company shall report directly to the Committee.

Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

1. Documents/Reports Review

2. (a) Review and update this Audit Committee Charter annually; and

3. (b) Review the Company’s financial statements, MD&A and any earnings press releases before the Company publicly discloses this information and any reports or other financial information

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(including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

2.

External Auditors

• (a) Be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditors regarding financial reporting;

• (b) Communicate directly with the internal and external auditors;

• (c) Review annually, the performance of the external auditors who shall be ultimately accountable to the Company’s Board and the Committee as representatives of the shareholders of the Company;

• (d) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1;

• (e) Monitor the independence of the external auditors;

• (f) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;

• (g) Recommend to the Company’s Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

• (h) Recommend to the Company’s Board the compensation to be paid to the external auditors;

• (i) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

• (j) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;

• (k) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and

• (l) Review and pre-approve all audit and non-audit related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

• (i) The aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the financial year in which the non-audit services are provided,

• (ii) Such services were not recognized by the Company at the time of the engagement to be non-audit services, and

• (iii) Such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

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

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3. Financial Reporting Processes

• (a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting processes, both internal and external;

• (b) Satisfy itself that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of those procedures;

• (c) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;

• (d) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management;

• (e) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;

• (f) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

• (g) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

• (h) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;

• (i) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

• (j) Review certification process;

• (k) Establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

• (l) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

4.

• Other

• (a) Review any related-party transactions;

• (b) Engage independent counsel and other advisors as it determines necessary to carry out its duties; and

• (c) Set and pay compensation for any independent counsel and other advisors employed by the Committee.

Composition of the Audit Committee

The Company’s Audit Committee is comprised of three directors. NI 52-110 requires each of the members of the Audit Committee to be independent and financially literate for companies other than “venture issuers”. Since the Company is a “venture issuer” it is exempt from these requirements.

The following table sets out the names of the members of the Audit Committee and whether they are officers or employees, “independent” and “financially literate”, within the meaning of NI 52-110.

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	Officers/Employees	Independent(1)	Financially Literate(2)
Adrian Coates Julian Barnes Olusegun Lawson(3)	No No Yes	Yes Yes No	Yes Yes Yes

Notes:

• (1) To be considered “independent”, a member of the Audit Committee must not have any direct or indirect “material relationship” with the Company. A material relationship is a relationship which could, in the view of the Board of the Company, reasonably be expected to interfere with the exercise of a member’s independent judgment. Further, NI 52110 considers an individual who is, or has been within the last three years, an employee or executive officer of the issuer, to have a material relationship with the issuer.

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

• (3) Mr. Olusegun Lawson was appointed as a non-independent member of the Audit Committee effective on July 17, 2012.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

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

1. an understanding of the accounting principles used by the Company to prepare its financial statements;

2. the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;

3. 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 Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; and

4. an understanding of internal controls and procedures for financial reporting, are as follows:

Adrian Coates - Mr. Coates served as the Global Sector Head of Resources and Energy Group, Global Banking and Markets Division of HSBC Bank plc until 2008 with strategic responsibility for its relationships and businesses with major clients globally in the resources and utilities sectors. He was the Lead HSBC Banker on a number of large-scale metals and mining transactions. At HSBC, his advisory clients included Randgold Resources. He was cited in the press as “HSBC’s star advisory banker” and named in Financial News’ “Top 20 European Dealmakers” in late 2007. He has also held roles in UBS, Warrior International and Credit Suisse First Boston with a specialisation in the resources sector. He served as Managing Director, Metals and Mining at UBS Investment Bank, London and was responsible for originating the landmark Billiton IPO, a deal which both restarted the London mining market and set a precedent for the subsequent influx of emerging market companies. Previously Adrian served as Senior Independent Director and Audit Committee Chairman of JKX Oil & Gas plc, as well as an Independent Non-Executive Director of Petropavlovsk PLC, Regal Petroleum plc and Kazakhgold Group Limited. He also served as a Senior Independent Non-Executive Director of Polyus Gold International Limited until the company was taken private in late 2015. In his

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non-executive career, he has also served as an Adviser to a number of leading mining companies. Mr. Coates holds an MA degree in Economics from Cambridge University and an MSc (MBA) from London Business School.

Julian Barnes - Dr Barnes has 37 years of experience in over 52 countries in a wide variety of commodities and has over 26 years experience in undertaking bank due diligence studies for the majority of the major resource lending institutions. Dr Barnes co-founded Resource Service Group (subsequently RSG Global) in 1986. In 2004, he joined Dundee Precious Metals Inc. and was responsible for their worldwide exploration activities, project acquisition and investment due diligence. Following this, Dr Barnes was responsible for all technical aspects including exploration, project management, development, and management of Preliminary Economic Assessment (PEA) studies and due diligence for various companies as a specialist consultant. Dr Barnes has extensive experience in due diligence studies, company and project reviews for major global resource lending institutions and mining companies located throughout the world.

Olusegun Lawson - Mr. Lawson is the President and CEO of the Company. Mr. Lawson prior to his position as President and Chief Executive Officer at the Company, served as an officer of African Star Resources Incorporated assisting with financing, corporate and business development activities. Prior to this, Mr. Lawson had extensive transaction experience at Noble & Company, in the Oil and Gas corporate finance areas, and also experience at Premier Oil in identifying and negotiating new West African opportunities. Mr. Lawson has also established a strong network in West Africa and in the City of London, United Kingdom. Mr. Lawson holds a Bachelor of Science from the Royal School of Mines at Imperial College (UK) with Honours in Geology, and has a Master of Business Administration (Business and Finance) from Cass Business School.

Audit Committee Oversight

At no time since the commencement of the Company’s most recent completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable by the Audit Committee, on a case-by-case basis.

External Auditor Service Fees (By Category)

The aggregate fees paid to the Company’s external auditors in each of the last two financial years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All Other Fees(3)
2019 2018	$87,000 $80,700	Nil Nil	Nil $50,000	Nil Nil

(1) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.

(2) Fees charged for tax compliance, tax advice and tax planning services.

(3) Fees for services other than disclosed in any other column.

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Exemption

In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of the Composition of the Audit Committee and the Reporting Obligations of the NI 52-110.

SCHEDULE “B” CORPORATE GOVERNANCE

Corporate Governance

National Instrument 58-101 Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “Guidelines”) adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Company’s approach to corporate governance is set out below.

Board of Directors

The Guidelines suggest that the Board of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a member’s independent judgment.

The assessment of independence of each individual director is reviewed annually by the Board. The Company’s Board to the date of this annual general meeting of the Company will consist of seven (7) directors, of which six (6) directors are deemed to be independent and one (1) current director is deemed to not be independent as follows:

Director	Independence status	Basis for determination of independence status
Adrian John Geoffrey Coates	Independent	Mr. Coates has no direct or indirect material relationship with the Company and therefore meets definition of independence set forth in NI 52-110.
Folorunso Dada Adeoye	Independent	Mr. Adeoye has no direct or indirect material relationship with the Company and therefore meets definition of independence set forth in NI 52-110.
Kayode Victor Aderinokun	Independent	Mr. Aderinokun has no direct or indirect material relationship with the Company and therefore meets definition of independence set forth in NI 52-110.
Julian Fraser Harvey Barnes	Independent	Mr. Barnes has no direct or indirect material relationship with the Company and therefore meets definition of independence set forth in NI 52-110.
Collin Ellison	Independent	Mr. Ellison has no direct or indirect material relationship with the Company and therefore meets definition of independence set forth in NI 52-110.
Oliver Andrews	Not Independent	Mr. Andrews holds the position of Director and CIO of AFC, the Company’s major shareholder and therefore does not meet the definition of independence set forth in NI 52-110.
Olusegun Lawson	Not independent	Mr. Lawson holds the positions of President and Chief Executive Officer of the Company and, therefore, does not meet the definition of independence set forth in NI 52- 110.

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The Board is nominating seven individuals to the Company’s Board, all of which are directors of the Company as at the date of this notice.

The operations of the Company do not support a large board, and the board has determined that the current size and constitution of the board are appropriate for the Company’s current stage of development. In the event of a conflict of interest at a meeting of the board, the conflicted director will in accordance with corporate law and in accordance with his or her fiduciary obligations as a director of the Company, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against the approval of such participation.

Board Mandate

The Board is responsible for the conduct of the Company’s affairs generally. The Board is responsible for reviewing and approving the Company’s operating plans and budgets as presented by management. The Board is responsible for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent practicable. Succession planning, including the recruitment, supervision, compensation and performance assessment of the Company’s senior management personnel also falls within the ambit of the Board’s responsibilities. The Board is responsible for ensuring effective communications by the Company with its shareholders and the public and for ensuring that the Company adheres to all regulatory requirements with respect to the timeliness and content of its disclosure. In keeping with its overall responsibility for the stewardship of the financial affairs of the Company, the Board created an audit committee which is responsible for the integrity of the Company’s internal control and management information systems.

The Board is responsible for approving annual operating plans recommended by management. Board consideration and approval is also required for all material contracts and business transactions and all debt and equity financing proposals.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

The Board believes the Company is well served and the independence of the Board from management is not compromised. The Board does not have, and does not consider it necessary under the circumstances to have, any formal structures or procedures in place to ensure that the Board can function independently of management. The Board believes that its current composition is sufficient to ensure that the Board can function independently of management.

Position Descriptions

The Chair of the Committee (the “Chair”) shall be designated by the Board from among the unrelated members of the Committee. In the absence of the Chair at any meeting of the Committee, the members present at the meeting shall appoint one of their members to act as Chair of the meeting. Adrian Coates serves as Chairman of the Board.

The President and the Board have not, to date, developed a formal, documented position description for the President and to define the limit of management’s responsibilities. The Board is currently of the view that the respective corporate governance roles of the board and management are clear and that the limits to management’s responsibility and authority are reasonably well-defined.

Directorships

The following nominees for director positions are directors of the following other reporting issuers (or the equivalent in another jurisdiction):

Name of Director of the Company	Names of Other Reporting Issuers
Olusegun Lawson	None
Adrian John Geoffrey Coates	None
Folorunso Dada Adeoye	None
Kayode Victor Aderinokun	None

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Julian Fraser Harvey Barnes	None
Collin Ellison	None
Oliver Andrews	None

Orientation and Continuing Education

Due to the size of the Company’s current Board, the Board does not have a formal process of orientation or education program for the new members of the Board. However, any new directors will be given the opportunity to (a) familiarize themselves with the Company, the current directors and members of management; (b) review copies of recently publicly filed documents of the Company, technical reports and the Company’s internal financial information; (c) have access to technical experts and consultants; and (d) review a summary of significant corporate and securities legislation. Directors are also given the opportunity for continuing education.

Board meetings may also include presentations by the Company’s management and consultants to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board currently does not have a written code of Ethical Business Conduct, but views good corporate governance as an integral component to the success of the Company.

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Committee is responsible for identifying individuals qualified to become new board members and recommending to the Board new director nominees for the next annual meeting of shareholders. The Nomination Committee is currently comprised of Collin Ellison (Chairman), Adrian Coates, Folorunso Adeoye and Kayode Aderinokun.

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

The Committee has determined that the configuration of six directors as proposed at the meeting is the appropriate number of directors, taking into account the number required to carry out duties effectively while maintaining a diversity of views and experiences. Each member of the Nomination Committee is an independent director.

Remuneration

The Remuneration Committee is responsible for annually reviewing, in consultation with the Board, the adequacy and form of the Company’s compensation programs for each of the Company’s executive officers, including the Company’s President and Chief Executive Officer, and making recommendations to the Board regarding such compensation. The process includes considering the relationship between executive officer compensation and corporate performance and returns to shareholders, and determining the qualitative and quantitative measures of corporate performance to be used in the determination of executive officer compensation. The Remuneration Committee is currently comprised of Collin Ellison (Chairman), Adrian Coates, Folorunso Adeoye and Kayode Aderinokun. The Committee will review market data of appropriate peer group companies to assess the Company’s competitive position with respect to the principal components of the Company’s executive officer compensation. Each member of the Remuneration Committee is an independent director.

Other Board Committees

The Board has established a Technical Committee which is currently comprised of Julian Barnes (Chairman), Collin Ellison, Olusegun Lawson and designated members of the Management Team.

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Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the board and management and the strategic direction and processes of the board and its committees. Due to the size of the Company’s current Board, the Board does not formally review individual board members or committee members or their contributions. The Board is of the view that the Company’s shareholders are the most important assessors of board performance and that they provide the most effective, objective assessment of the Board’s performance.