NOTICE OF MEETING

AND

INFORMATION CIRCULAR

for the 2025 Annual General Meeting of the

Shareholders of

BADGER CAPITAL CORP.

Dated as of October 28, 2025

BADGER CAPITAL CORP.
1090 – 510 Burrard Street
Vancouver, BC V6C 3B9
Tel: 604 596 2209

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Badger Capital Corp. (the "Company") will be held at 15th Floor, 1111 West Hastings Street, Vancouver, BC V6E 2J3 on Friday, November 28, 2025 at 11:00 a.m. (Pacific Time) for the following purposes:

to receive the audited financial statements of the Company for the fiscal year ended November 30, 2024, together with the auditors' report thereon;
to fix the number of directors at four (4) for the ensuing year;
to elect directors for the ensuing year as described in the information circular accompanying this Notice;
to re-appoint MNP LLP as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
to consider and, if thought fit, to pass an ordinary resolution to ratify, confirm and approve the adoption of the Company's Stock Option Plan, as described in the accompanying information circular (the "Information Circular");
to consider and, if thought fit, to pass an ordinary resolution approving a new rolling 10% stock option plan to replace the Stock Option Plan upon completion of the Company's Qualifying Transaction, as described in the Information Circular;
to consider and, if thought fit, to pass an ordinary resolution approving a new share unit plan upon completion of the Company's Qualifying Transaction, as described in the Information Circular; and
to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the information circular accompanying this Notice. The audited consolidated financial statements and related MD&A for the Company for the financial year ended November 30, 2024 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR+ at www.sedarplus.ca.

The Board of Directors of the Company has by resolution fixed the close of business on October 28, 2025 as the record date for the Meeting, being the date for the determination of the registered

holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Proxies to be used at the Meeting must be deposited with the Company, c/o the Company's transfer agent, Odyssey Trust Company, 350 - 409 Granville Street, Vancouver, BC V6C 1T2, no later than 11:00 a.m. (Pacific Time) on November 26, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held. See also the form of proxy for instructions as to the use of internet voting.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

DATED at Vancouver, British Columbia, this 28th day of October, 2025.

BY ORDER OF THE BOARD

"Neil Currie"

Neil Currie
President, CEO, CFO, Corporate Secretary and Director

BADGER CAPITAL CORP.
1090 – 510 Burrard Street
Vancouver, BC V6C 3B9
Tel: 604 596 2209

INFORMATION CIRCULAR
(As at October 28, 2025, except as indicated)

Badger Capital Corp. (the "Company") is providing this information circular (the "Information Circular") and a form of proxy in connection with management's solicitation of proxies for use at the annual general meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") to be held on Friday, November 28, 2025 at 11:00 a.m. (Pacific Time) and at any adjournments and postponements thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in Canadian Dollars unless otherwise stated.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder's behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the "Management Proxyholders").

A Shareholder has the right to appoint a person other than a Management Proxyholder, to represent the Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Shareholder.

VOTING BY PROXY

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company ("Shares") represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the

date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

NON-REGISTERED HOLDERS

Only registered Shareholders or persons they appoint as their proxies are permitted to vote at the Meeting. Registered Shareholders are holders of the Company whose names appear on the Share register of the Company and are not held in the name of a brokerage firm, bank or trust company through which they purchased Shares. Whether or not you are able to attend the Meeting, Shareholders are requested to vote their proxy in accordance with the instructions on the proxy. Most Shareholders are "non-registered" Shareholders ("Non-Registered Shareholders") because the Shares they own are not registered in their names but instead registered in the name of a nominee (a "Nominee") such as a brokerage firm through which they purchased the Shares. The Company's Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of their Shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

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

The Company is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs. The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting materials unless their Nominee assumes the costs of delivery.

NOTICE-AND-ACCESS

The Company is not sending the Meeting materials to Shareholders using "notice-and-access", as defined under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a Shareholder, his or her attorney authorized in writing or, if the Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited Shares without par value, of which 12,000,100 Shares are issued and outstanding as at the record date of October 28, 2025 (the "Record Date"). Persons who are registered Shareholders at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held.

To the knowledge of the directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company, except the following:

Name	No. of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Outstanding Shares (1)
Neil Currie	1,200,100(2)	10.0%

(1) Based on 12,000,100 Shares issued and outstanding as of October 28, 2025.
(2) This number includes 1,040,100 Shares held directly, 80,000 Shares are held indirectly through Capital Event Management Ltd., a company which Mr. Currie beneficially owns, controls or directs 10% or more of the voting rights attached to the company's voting securities and 80,000 Shares are held indirectly through Currie Capital Corp., a company wholly owned by Mr. Currie, who is the President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and a director of the Company.

FINANCIAL STATEMENTS AND AUDITORS' REPORT

The audited financial statements of the Company (the "Financial Statements") for the year ended November 30, 2024, and the auditors' report thereon will be tabled before the Shareholders at the Meeting. The audited financial statements have been approved by the audit committee and the board of directors (the "Board"). The Financial Statements can also be found under the Company's profile on SEDAR+ at www.sedarplus.ca. No vote by the Shareholders is required to be taken with respect to the Financial Statements.

NUMBER OF DIRECTORS

The Board presently consists of four (4) directors to be elected annually. At the Meeting, it is proposed to keep the number of directors elected at four (4) directors to hold office until the next annual general meeting. Shareholder approval will be sought to fix the number of directors of the Company at four (4). In the absence of instructions to the contrary, the enclosed proxy will be voted to set the number of directors of the Company at four (4).

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the nominees herein listed.

The Company has an audit committee (the "Audit Committee"). Members of the Audit Committee are set out below.

Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Position and Residence	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years^{(1)}	Previous Service as a Director of the Company	Number of Shares Owned^{(1)}
Neil Currie^{(2)}
British Columbia, Canada

President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director | Mr. Currie has served as the President and a Director since July 23, 2020 and as Chief Executive Officer, Chief Financial Officer and Corporate Secretary since December 4, 2020. Mr. Currie has been the Managing Partner and cofounder of Capital Event Management Ltd. ("CEM") since November 2010, a private company which produces live/virtual investment events. Mr. Currie also manages CEM Capital (Investment Fund Division of CEM) where he has been a Managing Partner, Co-founder and CIO. Over the course of his 15+ year career in the Canadian small cap investment environment he has been directly involved in three go public companies and two reverse takeover transactions while also holding various board seats. Mr. Currie was the CEO, CFO, Corporate Secretary and a director of First Light Capital Corp. (now called Anacortes Mining Corp.), which at the time was a Capital Pool Company listed on the TSX Venture Exchange (the "TSXV" or "Exchange"), from March 15, 2018 to October 6, 2021. He was also a director of The INX Digital Company, Inc. (formerly known as Valdy Investments Ltd.), a digital technology company listed on the NEO Exchange Inc. from February 15, 2019 to January 10, 2021. Mr. Currie was a control person of Gold Finder Explorations Ltd. (now called Venzee Technologies Inc.), a technology company listed on the TSXV, from May 2017 to January 2019. | Since July 23, 2020 | 1,200,100^{(3)} |
| Arlen Hansen^{(2)}
British Columbia, Canada

Director | Mr. Hansen has served as a Director of the Company since July 23, 2020. Mr. Hansen has been the President and CEO of Kin Communications Inc., a full-service investor relations firm, since March 2007. Mr. Hansen was a control person of First Light Capital Corp., a Capital Pool Company listed on the TSXV, from April 2019 to July 2020 and a control person of Teslin River Resources Corp. (now called Siyata Mobile Inc.), a technology company listed on the NASDAQ, from July 2014 to July 2015. Mr. Hansen was a control person of Gold Finder Explorations Ltd. from April 2017 to December 2017. | Since July 23, 2020 | 1,080,000^{(4)} |

Name, Position and Residence	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years^{(1)}	Previous Service as a Director of the Company	Number of Shares Owned^{(1)}
Benjamin Curry^{(2)}
British Columbia, Canada

Director | Mr. Curry has served as a Director of the Company since July 23, 2020 and an audit committee member of the Company since January 14, 2021. Mr. Curry began his career in the financial markets in 2006 specializing in corporate structuring, market analysis, investor relations, and capital financing in the public equity arena. Since 2015, Mr. Curry has been a registered mortgage broker and is currently the vice-president of Bancwest Pacific Realty Corp., a real estate agency. He was a mortgage analyst with Ellis Mortgages Canada, an independent mortgage broker, from January 2015 to July 2018. Mr. Curry was a director of First Light Capital Corp., a Capital Pool Company listed on the TSXV, from March 15, 2018 to October 6, 2021. He holds a Bachelor of Arts Degree in Geography from the University of British Columbia. | Since July 23, 2020 | 500,000 |
| James A. Currie^{(2)}
British Columbia, Canada

Director | James A. (Jim) Currie is a registered professional engineer with over 40 years of senior management, engineering and operations experience in the mining industry. He has been a director and Chief Executive Officer of Anacortes Mining Corp. (formerly known as First Light Capital Corp.), a junior mining company listed on the TSXV, since June 9, 2020. Before that, he served as Chief Operating Officer of Equinox Gold Corp., where, amongst other things, he led the construction team building the Company’s Aurizona Mine in Brazil. Prior to that, Mr. Currie was the Chief Operating Officer of a number of small to mid-size mining and development companies, including Pretium Resources and New Gold Inc. Mr. Currie holds a Bachelor’s degree in mining engineering from Queen’s University. | Since March 29, 2021 | 290,000^{(5)} |

(1) Information has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.
(3) This number includes 1,040,100 Shares held directly, 80,000 Shares are held indirectly through Capital Event Management Ltd., a company which Mr. Currie beneficially owns, controls or directs 10% or more of the voting rights attached to the company’s voting securities and 80,000 Shares are held indirectly through Currie Capital Corp., a company wholly owned by Mr. Currie, who is the President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and a director of the Company. At October 28, 2025, Mr. Currie held an aggregate of 100,000 options, each of which is exercisable into one Share at a price of $0.10 per Share until January 15, 2031.
(4) These Shares are held indirectly through Kin Communications Inc., a company wholly owned by Mr. Hansen. At October 28, 2025, Mr. Hansen held 100,000 options, each of which is exercisable into one Share at a price of $0.10 per Share until January 15, 2031.
(5) This number includes 280,000 Shares held directly. 10,000 Shares are held indirectly through Anacortes Management Ltd., a company wholly owned by Mr. Currie. At October 28, 2025, Mr. Currie held 100,000 options, each of which is exercisable into one Share at a price of $0.10 per Share until January 15, 2031.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

Expect as disclosed herein, to the knowledge of the Company, no proposed director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO") of any company (including the Company) that:

(i) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

(b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

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

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director for the most recently completed financial year.

"Named Executive Officer" (or "NEO") means each of the following individuals:

(a) the CEO;

(b) the CFO;

(c) the most highly compensated executive officer of the Company, including any of its subsidiaries, or the most highly compensated individual acting in a similar capacity, other than

the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity.

For the financial year ending November 30, 2024, the Company had the following Named Executive Officer: Neil Currie, CEO & CFO.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets forth a summary of all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and director of the Company, for services provided and for services to be provided, directly or indirectly in any capacity, to the Company by such persons, for the two most recently completed financial years, excluding compensation securities:

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Neil Currie
President, CEO, CFO, Corporate Secretary and Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Arlen Hansen
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Benjamin Curry
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
James A. Currie
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

External Management Companies

None of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued by the Company to any NEO or director of the Company, current and former, in the most recently completed financial year ended November 30, 2024.

Exercise of Compensation Securities

During the fiscal year ended November 30, 2024, the NEOs and directors did not exercise any compensation securities.

Stock Option Plans and Other Incentive Plans

The Company has a 10% "rolling" stock option plan (the "Stock Option Plan") which was last approved by shareholders on September 16, 2024. For information about the material terms of the Company's Stock Option Plan, please refer to the heading "Particulars of Other Matters to be Acted Upon – Approval of Stock Option Plan". A copy of the Stock Option Plan is available for review on the Company's profile at www.sedarplus.ca, at the office of the Company at 1090 – 510 Burrard Street, Vancouver, British Columbia V6C 3B9 or at the registered office of the Company, at 15th Floor – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 during normal business hours up to and including the date of the Meeting.

As announced in the Company's news release dated September 2, 2025, the Company has entered into an amalgamation dated August 29, 2025 (the "Amalgamation Agreement") with Tiger Gold Corp. ("Tiger") and 1551674 B.C. Ltd., a wholly owned subsidiary of the Company, pursuant to which the Company will, by way of a "three-cornered amalgamation", acquire all of the issued and outstanding securities of Tiger (the "Transaction"). Together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, this transaction will constitute the "Qualifying Transaction" of the Company under Policy 2.4 - Capital Pool Companies of the TSXV. Upon completion of the Transaction, the Company wishes to adopt (i) a new rolling 10% stock option plan (the "New Stock Option Plan") to replace the Stock Option Plan, and (ii) a new fixed 5% share unit plan (the "New Share Unit Plan"). At the Meeting, the Company will be seeking approval of the New Stock Option Plan and the New Share Unit Plan, the full text of which is set out in Schedule "B" and Schedule "C" to this Circular, respectively. For further details, please refer to the heading "Particulars of Other Matters to be Acted Upon – Approval of New Stock Option Plan and New Share Unit Plan".

Employment, Consulting and Management Agreements

The Company does not have any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company that were performed (i) by a director or NEO or (ii) performed by any other party but are services typically provided by a director or NEO.

Oversight and Description of Director and NEO Compensation

As the Company is currently a Capital Pool Company, it does not have a formal or informal compensation program. Except as set out below or otherwise disclosed in this Information Circular, prior to completion of a Qualifying Transaction (as defined in the Policies of the TSXV), no payment of any kind has been made, or will be made, directly or indirectly, by the Company to a non-arm's length party to the Company or a non-arm's length party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the securities of the Company or any Resulting Issuer by any means, including:

a. remuneration, which includes but is not limited to:

i. salaries;
ii. consulting fees;
iii. management contract fees or directors' fees;
iv. finder's fees;
v. loans, advances, bonuses; and

b. deposits and similar payments.

Although the Company may reimburse non-arm's length parties for the Company's reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value ("Permitted Reimbursement"), there have been no such Permitted Reimbursements since incorporation. No Permitted Reimbursement may be made for any payment made to lease or buy a vehicle. In addition, the directors and senior officers of the Company have received, and may in the future receive, stock options.

Following completion of the Qualifying Transaction, it is anticipated that the Company shall pay compensation to its officers. However, no payment other than the Permitted Reimbursements will be made by the Company or by any party on behalf of the Company, after completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at November 30, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders	400,000	$0.10	460,010
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	400,000		460,010

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

(i) is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or its subsidiaries; or
(ii) is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries,

in relation to a securities purchase program or other program.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company and no associate or affiliate of the foregoing persons has or 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 in either such case has materially affected or would materially affect the Company.

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APPOINTMENT OF AUDITORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to appoint MNP LLP, as auditors of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management of the Company recommends that Shareholders vote for the appointment of MNP LLP, as the Company's auditors and to authorize the directors of the Company to fix the remuneration to be paid to the auditors.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the directors or executive officers of the Company.

AUDIT COMMITTEE

Under National Instrument 52-110 Audit Committees ("NI 52-110"), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding the composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to its audit committee (the "Audit Committee").

Audit Committee Charter

The Audit Committee Charter sets out the Audit Committee's responsibilities and authority, procedures governing meetings, qualifications for membership and particulars governing the role of the chair of the Audit Committee. A copy of the Audit Committee Charter is attached as Schedule "A" hereto.

Composition of Audit Committee

The Company's Audit Committee is comprised of three directors consisting of Neil Currie, Arlen Hansen and Benjamin Curry. As defined in NI 52-110, Mr. Currie, the Company's President, CEO, CFO and Corporate Secretary, is not "independent", as he is an executive officer of the Company. Mr. Hansen holds, indirectly and directly, more than 10% of the issued and outstanding Shares and is therefore not "independent". Mr. Curry is "independent". All of the Audit Committee members are "financially literate", as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

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,

12 -

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

Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) 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 individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

Mr. Currie has served as the President and a Director of the Company since July 23, 2020 and as CEO, CFO and Corporate Secretary since December 4, 2020. Mr. Currie has been the Managing Partner and co-founder of CEM since November 2010, a private company which produces live/virtual investment events. Mr. Currie also manages CEM Capital (Investment Fund Division of CEM) where he has been the Managing Partner, Co-founder and CIO. Over the course of his 15+ year career in the Canadian small cap investment environment he has been directly involved in three go public companies and two reverse takeover transactions while also holding various board seats. Mr. Currie was the CEO, CFO, Corporate Secretary and a director of First Light Capital Corp. (now called Anacortes Mining Corp.), which at the time was a Capital Pool Company listed on the TSXV from March 15, 2018 to October 6, 2021. He was also a director of The INX Digital Company, Inc. (formerly known as Valdy Investments Ltd.), a digital technology company listed on the NEO Exchange Inc. from February 15, 2019 to January 10, 2021. Mr. Currie was a control person of Gold Finder Explorations Ltd. (now called Venzee Technologies Inc.), a technology company listed on the TSXV, from May 2017 to January 2019. Mr. Currie has over 10 years' experience in accounting practices, analysis and activities most specifically through his experience as an officer and director. It is through these activities that Mr. Currie has been given the understanding of internal controls and procedures to complete these financial reports.

Mr. Hansen is the President and CEO of Kin Communications Inc., a private company, since March 2007. Mr. Hansen was a control person of First Light Capital Corp. (now called Anacortes Mining Corp.), which at the time was a Capital Pool Company listed on the TSXV, from April 2019 to July 2020 and a control person of Teslin River Resources Corp. (now called Siyata Mobile Inc.), a technology company listed on the NASDAQ, from July 2014 to July 2015. Mr. Hansen was a control person of Gold Finder Explorations Ltd. from May 2017 to January 2019. Mr. Hansen has acquired 20 years of experience handling accounting related matters in both private and public companies as a director and officer. Additionally, Mr. Hansen has also been involved in various gopublic transactions and recognizes the important role strong internal controls and procedures play in executing a successful transaction.

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Mr. Curry began his career in the financial markets in 2006 specializing in corporate structuring, market analysis, investor relations, and capital financing in the public equity arena. Since 2015, Mr. Curry has been a registered mortgage broker and is currently the vice-president of Bancwest Pacific Realty Corp., a real estate agency. He was a mortgage analyst with Ellis Mortgages Canada, an independent mortgage broker, from January 2015 to July 2018. He holds a Bachelor of Arts Degree in Geography from the University of British Columbia. Mr. Curry was a director of First Light Capital Corp. (now called Anacortes Mining Corp.), which at the time was a Capital Pool Company listed on the TSXV, from March 15, 2018 to October 6, 2021. Mr. Curry has experience in accounting practices, analysis and activities through his previous experience as an officer and director with several publicly traded issuers (previously noted). Further, he works directly with financial institutions to finance construction projects and real estate assets through western Canada. He has been involved in funding real estate loans where financial analysis and understanding of financial statements are paramount to borrower review. He holds a Bachelor of Arts Degree in Geography from the University of British Columbia.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit 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

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

External Auditors Service Fees (By Category)

The following table sets out the aggregate fees billed by MNP LLP, the Company's external auditors, for the years ended November 30, 2023 and November 30, 2024:

Financial Year Ending	Audit Fees^{(1)}	Audit Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
November 30, 2024	$10,000	Nil	Nil	Nil
November 30, 2023	$14,000	Nil	$1,000	Nil

(1) "Audit Fees" include the aggregate fees billed in each financial year for audit fees.
(2) "Audit Related Fees" include the aggregate fees billed in each financial year for assurance and related services to the performance of the audit or review of the Company's financial statements not already disclosed under "Audit Fees".
(3) "Tax Fees" are the aggregate fees billed by the auditor for tax compliance, tax advice and tax planning.
(4) "All Other Fees" include aggregate fees billed for products or services not already reported in the above table.

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Exemption in Section 6.1 of NI 52-110

The Company is relying on the exemption provided by Section 6.1 of NI 52-110, which provides that the Company is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and charged with the day to day management of the Company. The Canadian Securities Administrators ("CSA") have adopted National Policy 58-201 - Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument 58-101- Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board.

Benjamin Curry and James A. Currie are "independent" in that each are independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with the best interests of the Company, other than the interests and relationships arising from being shareholders of the Company. Neil Currie is the President, CEO, CFO, and Corporate Secretary of the Company. John Arlen Hansen holds, directly and indirectly, more than 10% of the issued and outstanding Shares.

Directorships

The following table sets out information regarding other directorships presently held by directors of the Company with other reporting issuers (or the equivalent) in Canada or any foreign jurisdiction:

Name of Director	Name of Other Reporting Issuer	Exchange
Neil Currie	Northstar Clean Technologies Inc	TSXV
Arlen Hansen	N/A	N/A
Benjamin Curry	N/A	N/A
James A. Currie	Northstar Clean Technologies Inc.	TSXV
	Southern Empire Resources Corp.	TSXV
	Ascot Resources Ltd.	TSX

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education.

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Ethical Business Conduct

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 Company does not have a formal process or committee for proposing new nominees for election to the Board. The nominees proposed are generally the result of recruitment efforts by the members of the Board, including both formal and informal discussions among the members of the Board.

Compensation

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria.

Other Board Committees

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

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.

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company’s last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors and the grant of options which may be granted to such persons upon the approval of the New Long-Term Incentive Plan, as further discussed below.

Directors, executive officers, proposed nominees for election as director of the Company may be interested in the approval of the New Long-Term Incentive Plan, pursuant to which they may be

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granted stock options. See "Particulars of Matters to be Acted Upon – Approval of Long-Term Incentive Plan", below, for more information.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

The Company has a 10% "rolling" stock option plan (the "Stock Option Plan") which was last approved by shareholders on September 16, 2024. The purpose of the Stock Option Plan is to give to Eligible Persons (as defined herein) additional compensation, the opportunity to participate in the success of the Company by granting to such individuals Stock Options, exercisable over periods of up to ten (10) years as determined by the Board, to buy Shares of the Company at a price not less than the Market Price (as defined herein) prevailing on the date the Stock Option is granted less applicable discount, if any, permitted by the policies of the TSXV and approved by the Board. The general terms and conditions of the Stock Option Plan are reflected in the disclosure below.

A copy of the Stock Option Plan is available for review on the Company's profile at www.sedarplus.ca, at the office of the Company at 1090 – 510 Burrard Street, Vancouver, British Columbia V6C 3B9 or at the registered office of the Company, at 15th Floor – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 during normal business hours up to and including the date of the Meeting.

Summary of the Stock Option Plan

Key Terms	Summary
Administration	The Board shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Stock Option Plan, to interpret the Stock Option Plan, to prescribe, amend and rescind rules and regulations relating to the Stock Option Plan and to make all other determinations deemed necessary or advisable in respect of the Stock Option Plan. Except as set forth in certain sections of the Stock Option Plan and subject to any required prior Exchange approval, the interpretation and construction of any provision of the Stock Option Plan by the Board shall be final and conclusive. Administration of the Stock Option Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.
Number of Shares	The maximum aggregate number of Shares that are issuable pursuant to security based compensation granted or issued under the Stock Option Plan and all of the Company's other previously established or proposed security based compensation plans (to which the following limits apply under Exchange policies):

Key Terms

Summary

Administration

The Board shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Stock Option Plan, to interpret the Stock Option Plan, to prescribe, amend and rescind rules and regulations relating to the Stock Option Plan and to make all other determinations deemed necessary or advisable in respect of the Stock Option Plan. Except as set forth in certain sections of the Stock Option Plan and subject to any required prior Exchange approval, the interpretation and construction of any provision of the Stock Option Plan by the Board shall be final and conclusive. Administration of the Stock Option Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.

Number of Shares

The maximum aggregate number of Shares that are issuable pursuant to security based compensation granted or issued under the Stock Option Plan and all of the Company's other previously established or proposed security based compensation plans (to which the following limits apply under Exchange policies):

a) to all Optionees as a group (including for greater certainty Insiders (as a group) shall not exceed 10% of the total number |

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Key Terms	Summary
	of issued and outstanding Shares on a non-diluted basis at any point in time;

b) to Insiders (as a group) in any 12-month period shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies;

c) to any one Optionee (including, where permitted under applicable policies of the Exchanges, any companies that are wholly owned by such Optionee) in any 12-month period shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies, and, prior to completion of the Qualifying Transaction, the number of Option Shares reserved under outstanding Options for issuance to any individual Director or senior officer may not exceed 5% of the total number of issued and outstanding Shares outstanding on a non-diluted basis on the Grant Date;

d) to any one Consultant in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date and, prior to completion of the Qualifying Transaction, the number of Option Shares reserved under outstanding Options for issuance to all technical consultants may not exceed 2% of the total number of issued and outstanding Shares outstanding on a non-diluted basis on the Grant Date;

e) to Investor Relations Service Providers (as a group) in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, provided that no Options may be granted to any persons providing Investor Relations Activities, promotional or market-making services until the completion of the Qualifying Transaction, and, on and after completion of the Qualifying Transaction, Investor Relations Service Providers shall not be eligible to receive any security based compensation other than Options if the Shares are listed on the TSXV at the time of any issuance or grant; and

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Key Terms	Summary
	f) to Eligible Charitable Organizations (as a group) shall not exceed 1% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date.
Securities	Each Stock Option entitles the holder thereof to purchase one Share at an exercise price determined by the Board.
Participation	Any directors, officers, Employees, Management Company Employees, Consultants and Eligible Charitable Organizations of the Company and its subsidiaries (collectively "Eligible Persons").
Option Price	The Option Price under each Option shall be not less than the Market Price on the Grant Date less the applicable discount permitted under the policies of the Exchange.
Exercise Period	The exercise period of an Option will be the period from and including the grant date up to 4:00 p.m. Pacific Time on the expiry date that will be determined by the Board at the time of grant (the "Expiry Date"), provided that the Expiry Date of an Option will be no later than the tenth anniversary of the Grant Date of the Option.
Cessation of Employment	For Options granted prior to completion of the Qualifying Transaction, if the Optionee ceases to be a Director, senior officer or technical consultant of the Company, or of the Resulting Issuer, as the case may be, the Option 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 365 days after the date of cessation or the Expiry Date.

For Options granted on or after the completion of the Qualifying Transaction, if an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:

(a) Death or Disability

If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services - 20 - Key Term Summary to the Company or to any entity controlled by the Company, the Option 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:

(i) 365 days after the date of death or disability; and |

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Key Terms	Summary
(ii)	the Expiry Date;
(b)	Termination For Cause
If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person as a result of termination for cause as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of a Management Company Employee or a Consultant Company, of the Optionee’s employer, is employed or engaged; any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.
(c)	Early Retirement, Voluntary Resignation or Termination Other than For Cause
If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company’s retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Option 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 90 days (30 days if the Optionee was engaged in Investor Relations Activities) after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee’s employer, ceases to be an Eligible Person.

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Key Terms	Summary
Acceleration Events	If at any time when an Option granted under the Stock Option Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer and subject to the approval of the Exchanges with respect to Investor Relations Service Providers, declare all Option Shares issuable upon the exercise of Options granted under the Stock Option Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Stock Option Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Board shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days notice is required and more than 30 days notice is not required.
Amendments	The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders (or disinterested shareholders, if required), Exchanges or any other regulatory body having authority over the Company or the Stock Option Plan, suspend, terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option granted under the Stock Option Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Stock Option Plan without the consent of that Optionee.
Qualifying Transaction	Until the completion of the Qualifying Transaction, this Stock Option Plan is subject to all the terms and conditions contained in TSXV Policy 2.4 – Capital Pool Companies, and to the extent that this Stock Option Plan is inconsistent with TSXV Policy 2.4 – Capital Pool Companies, the terms and conditions of TSXV Policy 2.4 – Capital Pool Companies will govern. For further clarity, (i) no Options may be granted to any Optionee until the completion of the Qualifying Transaction, unless the Optionee first enters into a TSXV Form 2F CPC Escrow Agreement agreeing to deposit the acquired Options and Option Shares into escrow, and (ii) no Options may be granted to any persons providing Investor Relations Activities, promotional or market-making services until the completion of the Qualifying Transaction.

No Options may be granted to any Optionee until the completion of the Qualifying Transaction, unless the Optionee first enters into a TSXV |

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Key Terms	Summary
	Form 2F CPC Escrow Agreement agreeing to deposit the acquired Options and Option Shares into escrow.

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution (the “Stock Option Resolution”):

BE IT RESOLVED THAT:

(a) the Company’s Stock Option Plan be confirmed and approved, and that in connection therewith a maximum of 10% of the issued and outstanding common shares of the Company at the time of each grant be approved for granting as options; and

(b) any director or officer of the Company be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.”

The full text of the Stock Option Plan will be available for review at the Meeting.

Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote for the approval and ratification of the Stock Option Plan.

Approval of New Stock Option Plan and New Share Unit Plan

As announced in the Company’s news release dated September 2, 2025, the Company has entered into an amalgamation dated August 29, 2025 (the "Amalgamation Agreement") with Tiger Gold Corp. ("Tiger") and 1551674 B.C. Ltd., a wholly owned subsidiary of the Company, pursuant to which the Company will, by way of a "three-cornered amalgamation", acquire all of the issued and outstanding securities of Tiger (the “Transaction”). Together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, this transaction will constitute the Qualifying Transaction of the Company under Policy 2.4 - Capital Pool Companies of the TSXV. Upon completion of the Transaction, the Company wishes to adopt (i) a new rolling 10% stock option plan (the “New Stock Option Plan”) to replace the Stock Option Plan; and (ii) a new fixed 5% share unit plan (the “New Share Unit Plan”).

The Board has approved the adoption of the New Stock Option Plan and the New Share Unit Plan subject to the completion of the Transaction, approval of the TSXV and shareholder approval. The New Stock Option Plan, if approved by the shareholders, would replace the Stock Option Plan upon completion of the Transaction.

The purpose of the New Stock Option Plan and New Share Unit Plan is to promote the long-term success of the Company and the creation of shareholder value by: (a) encouraging the attraction and retention of Directors, Officers, Consultants, Employee, Management Company Employees (as defined in the policies of the Exchange), of the Company (including any subsidiary of the Company); (b) encouraging such Persons to focus on critical long-term objectives; and (c) promoting greater

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alignment of the interests of such Persons with the interests of the Company, in each case as applicable to the type of Person to whom an Award is granted.

Summary of the New Stock Option Plan

The following is a summary of the key provisions of the New Stock Option Plan. The following summary is qualified in all respects by the full text of the New Stock Option Plan, a copy of which is attached hereto as Schedule "B".

Key Terms	Summary
Administration	The New Stock Option Plan will be administered by the Board, or such director or other senior officer or employee of the Company as may be designated as administrator by the Board. The Board or such committee may make, amend and repeal at any time, and from time to time, such regulations not inconsistent with the New Stock Option Plan.
Number of Shares	The maximum number of Common Shares issuable under the New Stock Option Plan shall not exceed 10% of the number of Common Shares issued and outstanding as of each date on which the Board grants the Option (the “Award Date”) with certain limits on grants to Participants (as defined in the New Stock Option Plan), Participants who are Insiders (as defined in the New Stock Option Plan), and Investor Relations Service Providers (as defined in the New Stock Option Plan) in accordance with the rules and policies of the Exchange. The number of Common Shares underlying Options that have been cancelled, that have expired without being exercised in full, and that have been issued upon exercise of Options shall not reduce the number of Common Shares issuable under the New Stock Option Plan and shall again be available for issuance thereunder.
Securities	Each Option entitles the holder thereof (an “Option Holder”) to purchase one Common Share at an exercise price determined by the Board.
Participation	Any Director, Officer, Consultant, Employee, Management Company Employee (as defined in the policies of the Exchange), of the Company (including any subsidiary of the Company), as the Board may determine.
Exercise Price	The exercise price of an Option will be determined by the Board in its sole discretion, provided that the exercise price will not be less than the Discounted Market Price (as defined in the policies of the Exchange) or $0.05 per share (or, if the Common Shares are not listed for trading on the Exchange, then the permittable discounted market price on such exchange or quotation system on which the Common Shares are then

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Key Terms	Summary
	listed or quoted for trading) or such other price as may be required or permitted by the Exchange from time to time.
Exercise Period	The exercise period of an Option will be the period from and including the award date through to and including the expiry date that will be determined by the Board at the time of grant (the “Expiry Date”), provided that the Expiry Date of an Option will be no later than the tenth anniversary of the Award Date of the Option, provided that such date does not fall within a Blackout Period (as defined in the New Stock Option Plan), and any Options granted to any Optionee (as defined in the New Stock Option Plan) who is a Participant (each as defined in the New Stock Option Plan) will expire no more than 12 months following the date that such Optionee ceases to be engaged in such role
Cessation of Employment	Subject to certain limitations, in the event that an Option Holder ceases to be a engaged and or employed by the Company or an Affiliate (as defined in the New Stock Option Plan), other than by reason of death, the Expiry Date of the Option will be 90 days after the date of such Termination (as defined in the New Stock Option Plan). Notwithstanding the foregoing in no event shall such right be extended beyond the Option Period or one year from the date of Termination.

In the event that an Option Holder should die while he or she is still Director, Officer, Management Company Employee, Employee or Consultant of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder. |
| Acceleration Events | If the Company seeks shareholder approval for a transaction which would constitute an Acceleration Event (as defined in the New Stock Option Plan) or third party makes a bona fide formal offer to the Company or its shareholders which would constitute an Acceleration Event, the Board (i) permit the Option Holders to exercise their Options, as to all or any of such Options that have not previously been exercised (regardless of any vesting restrictions), but in no event later than the Expiry Date of the Option, so that the Option Holders may participate in such transaction; and (ii) require the acceleration of the time for the exercise of the Options and of the time for the fulfilment of any conditions or restrictions on such exercise.

Notwithstanding any other provision of the New Stock Option Plan or the terms of any Option, if at any time when Options remains unexercised and the Company completes any transaction which constitutes an Acceleration Event, all outstanding unvested Options will automatically vest with the exception of any Options granted to |

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Key Terms	Summary
Limitations	persons performing Investor Relations Services which are subject to Exchange approval.
	Any proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the Exchange, if applicable.
	The maximum number of Common Shares which may be issued, at any time or within any one-year period, to Insiders as a group under the New Stock Option Plan, together with any other security based compensation of the Company, will be 10% of the total number of Common Shares issued and outstanding (including all Security Based Compensation Plans as defined in the policies of the Exchange). The total number of Options awarded to any one Person (as defined in the New Stock Option Plan) in any twelve-month period will not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date (including all Security Based Compensation Plans) unless the Company has obtained disinterested shareholder approval as required by the Exchange.
	The total number of Options awarded to any one Consultant (as defined in the policies of the Exchange) of the Company in any twelve-month period will not exceed 2% of the issued and outstanding Common Shares of the Company at the Award Date (including all Security Based Compensation Plans) unless consent is obtained from the Exchange.
Cashless Exercise	The total number of Options awarded to all persons retained by the Company to provide Investor Relations Activities will not exceed 2% of the issued and outstanding Common Shares of the Company, in any twelve-month period, calculated at the Award Date unless consent is obtained from the Exchange. Options granted to persons retained to provide Investor Relations Activities and will vest in stages over not less than twelve months with no more than one quarter of the options vesting in any three-month period. Investor Relation Services Provides are not entitled to any Security Based Compensation other than Options
	The Amend Option Plan includes the provision for the payment of the exercise price by way of a “cashless exercise” or “net exercise” by delivering to the registered office of the Company a completed notice of exercise together with payment in the form of:
	(a) cash or certified cheque; or
(b) whereby the Company has an arrangement with a brokerage firm pursuant to which the broker will loan the optionee to purchase the

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Key Terms	Summary
	underlying Shares (the “Cashless Exercise”) and the broker will then sell the number of Shares to cover the exercise price to repay the loan made to the optionee. The brokerage firm receives an equivalent number of Shares from the exercise of the option and the optionee receives the balance of the Shares or cash proceeds from the balance of such Shares; or

(c) whereby options excluding options held by investor services providers are exercised without the optionee making any cash payment to the Company (“Net Exercise”) and the optionee receives only the number of Shares that are equal to the quotient calculated by dividing:

(i) the number of options being exercised multiplied by the difference between the VWAP (as defined in the policies of the TSXV) of the underlying Common Shares and the exercise price of the options by;

(ii) the VWAP of the underlying Shares.

Example:
$$\frac{\text{# Shares} \times \text{(VWAP} - \text{Exercise Price)} = \text{# of Shares}}{\text{VWAP}}$$

In the event of a Cashless Exercise or Net Exercise, the number of options exercised, surrendered or converted, and not the number of Shares actually issued by the Company, must be included in calculating the limits of the New Stock Option Plan and all other security-based compensation plans. |
| Amendment | Subject to certain exceptions and any applicable regulatory approval, the Board may amend the New Stock Option Plan to be awarded for the purpose of complying with any changes in any relevant law, Exchange policy, rule or regulation applicable to the New Stock Option Plan, any Option or the Common Shares, or for any other purpose which the Board may deem desirable or necessary and may be permitted by all relevant laws, rules and regulations, provided that any such amendment will not materially impair any right of any Option Holder pursuant to any Option awarded prior to such amendment. The New Stock Option Plan may be amended, without obtaining the approval of the Exchange, to (i) reduce the number of Common Shares under an Option, or (ii) increase the exercise price or cancel an Option, provided the Company issues a news release outlining the terms of the amendment. |

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Key Terms	Summary
	The Board may only amend the provisions of the New Stock Option Plan relating to the following if the Board obtains the approval of the shareholders of the Company: (i) persons eligible to be granted Options under the New Stock Option Plan; (ii) the maximum number or percentage of Common Shares reserved for issuance upon exercise of Options available under the New Stock Option Plan (iii) the limitations on grants of Options to any one person, Insiders, Consultants, or persons involved in Investor Relations Activities; (iv) the method for determining the exercise price for Options; (v) the maximum term of Options; (vi) the expiry and termination provisions applicable to Options; (vii) the addition of a Net Exercise provision or (viii) amendments to the amendment provisions of the New Stock Option Plan.
	Disinterested shareholders of the Company must approve any amendment to Options held by an Insider at the time of the amendment that would have the effect of decreasing the exercise price of such Options or extension of an expiry date.
	The Plan does not permit stock options to be transformed into stock appreciation rights.

No options have been granted under the New Stock Option Plan.

All outstanding options of the Company will be governed by the New Stock Option Plan, including those issued prior to the implementation of the New Stock Option Plan; however, any vesting schedule imposed by the Company's previous stock option plan or stock option agreements in respect of any options issued prior to the implementation of the New Stock Option Plan will remain in full force and effect. In accordance with good corporate governance practices and as recommended by National Policy 51-201 – Disclosure Standards, the Company will impose black-out periods restricting the exercising of options and trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the Board. In order to ensure that holders of outstanding options are not prejudiced by the imposition of such black-out periods, the New Stock Option Plan contains a provision to the effect that any outstanding options with an expiry date occurring during a management imposed black-out period thereafter will be automatically extended to a date that is no longer than 10 business days following the end of the black-out period.

New Stock Option Plan Resolution

At the Meeting, the following resolution (the "New Stock Option Plan Resolution"), with or without variation, will be placed before the Shareholders:

"BE IT RESOLVED, as an ordinary resolution of the Company's shareholders, that subject to TSX Venture Exchange approval and completion of the Company's Qualifying Transaction:

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a) the proposed 10% stock option plan the Company (the "New Stock Option Plan"), substantially in the form attached to the Information Circular of the Company dated October 28, 2025 (the "Information Circular") as Schedule "B" is hereby approved and confirmed as the stock option plan of the Company;

b) the Company be authorized to grant stock options pursuant and subject to the terms and conditions of the New Stock Option Plan at any time to a maximum of 10% of the issued and outstanding shares of the Company on the applicable grant date;

c) the Board or any director or officer is authorized to make amendments to the New Stock Option Plan from time to time as required or deemed necessary by the TSX Venture Exchange or as the Board, or director or officer may, in its sole discretion, deem to be necessary, advisable or desirable, provided that such amendments will be subject to the approval of all applicable regulatory authorities; and

d) any director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, and to deliver or cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Company may be necessary, advisable or desirable to carry out the terms of the foregoing resolutions."

The New Stock Option Plan Resolution must be passed by a simple majority of Shareholder votes cast in person or by proxy at the Meeting. If passed, the New Stock Option Plan shall take effect once the Transaction is completed and TSXV approval is obtained. Management recommends that Shareholders vote in favour of the New Stock Option Plan Resolution. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the New Stock Option Plan Resolution.

Summary of the New Share Unit Plan

The following is a summary of the key provisions of the New Share Unit Plan. The following summary is qualified in all respects by the full text of the New Share Unit Plan, a copy of which is attached hereto as Schedule "C".

Eligible Participants

Participation in the New Share Unit Plan is restricted to Participants. "Participants" to include employees, directors and officers of the Company or its subsidiaries as well as consultants and management company employees providing ongoing services to the Company or its subsidiaries as outlined in the New Share Unit Plan.

Transferability

Awards issued under the New Share Unit Plan may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (other than to the beneficiary or estate of a New Share Unit Plan Participant, as the case may be, upon the death of the New Share Unit Plan Participant's granted

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Awards (the "Award Grantee"). Administration of the New Share Unit Plan is administered by the Board of the Company. The New Share Unit Plan consists of DSUs and RSUs, the administration thereof is outlined below:

(a) Deferred Share Units

Under the New Share Unit Plan, the Board may grant DSUs (a "DSU Award") to Participants (a "DSU Award Eligible Person"), attributable to the DSU Award Eligible Person's duties. The purpose of DSU Awards is to provide Participants with appropriate equity-based compensation for the services he or she rendered to the Company. In addition, DSU Award Eligible Persons are entitled to elect to receive up to 100% of their annual cash compensation in DSUs. Each DSU Award Eligible Person who receives DSUs will receive that number of DSUs equal to the quotient of (i) and (ii), where (i) is the dollar amount of compensation payable in DSUs on the date the compensation is payable and (ii) is the fair market value of the Common Shares on the date of payment, rounded down to the nearest whole number. Upon redemption, a DSU Award recipient will be entitled to receive: (i) the number of Common Shares equal to the number of DSUs being settled, (ii) the payment of a cash amount equal to the fair market value of the number of DSUs being settled, or (ii) any combination of the foregoing, as determined by the Company in its sole discretion.

(b) Restricted Share Units

Under the New Share Unit Plan, the Board may grant RSUs to Participants. Upon vesting, the RSUs will be redeemed within 30 days of the applicable redemption date, for (i) the number of Common Shares equal to the numbers of RSUs vested on the redemption date, (ii) a cash amount equal to the fair market value of the number of Common Shares equal to the number of RSUs being settled, or (iii) a combination of (i) and (ii). The redemption date in respect of any RSU is the date provided for in the agreement granting the RSUs, or if no date is set, the third anniversary of the grant date, unless otherwise provided for in the RSU Plan. The Board has the discretion to stipulate the length of time for vesting.

If a Participant is terminated, or if the Participant resigns or retires and holds vested Awards, the vested Awards will be redeemed as soon as practicable after the Participant's employment is terminated. If a Participant is terminated, or if the Participant resigns or retires and holds unvested Awards, the unvested Awards held by the Participant will automatically terminate on the termination of the Participant's employment and the Participant will cease to have any rights in relation to those Awards. In the event of a change of control of the Company, the Company may send notice to all Participants of such transaction, offer or proposal and (i) the Board may, by resolution and notwithstanding any vesting schedule applicable to any Award permit all Awards outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Award), so that the Participant may participate in such transaction, offer or proposal, and (ii) the Board may accelerate the expiry date of such Awards and the time for the fulfillment of any conditions or restrictions on such exercise to an earlier date chosen by the Board in its unfettered discretion.

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Amendments to the New Share Unit Plan

The Board has the right, in its sole discretion, to amend, suspend or terminate the New Share Unit Plan, provided that no such amendment, suspension or termination may be made without obtaining Exchange or shareholder approvals as applicable or adversely affect the rights of any Participant with respect to the Awards to which the Participant is entitled under the New Share Unit Plan without the consent of the Participant. No amendments may be made by the Board to the New Share Unit Plan without Shareholder approval or, if required under the Exchange Corporate Finance Manual, Disinterested Shareholders approval and Exchange approval, including the following: (i) an increase in the maximum number or percentage of Common Shares reserved for issuance under the New Share Unit Plan pursuant to Section 3.4(1) of the New Share Unit Plan, (ii) amendments to remove or increase the insider participation limits provided for in section 3.5 of the New Share Unit Plan; (iii) amendments to remove or increase the participation limits provided for in section 3.4(3) of the New Share Unit Plan while the Common Shares are listed on the Exchange; (iv) amendments to extend the term of an Award held by an insider beyond the original expiry date, (v) amendments to the transferability or assignability of an Award pursuant to section 3.6(1) of the New Share Unit Plan; (vi) amendments to the amendment provision in subsection 9.1 of the New Share Unit Plan, and (vii) amendments required to be approved by shareholders under the applicable law or regulations, including the rules, regulations and policies of the Exchange.

Maximum Number of Common Shares Issued

The maximum number of Common Shares that may be granted by the Board under the New Share Unit Plan pursuant to Awards shall be fixed and may not exceed 5% of the issued and outstanding Common Shares immediately following completion of the Transaction. For so long as the Common Shares are listed on the Exchange (i) the aggregate number of Common Shares issuable pursuant to Awards granted to any one Participant (except consultants) (and companies wholly owned by such Participant) together with any other share based compensation arrangements in a 12-month period must not exceed 5% of the issued and outstanding Common Shares on a non-diluted basis and 2% for any consultant, calculated as of the date of the grant to such Participant person, and (ii) for Awards granted to employees under the New Share Unit Plan, the Company and the Participant are responsible for ensuring and confirming that the Participant is a bona fide employee. Common Shares covered by Awards that expire or are forfeited, surrendered, cancelled or otherwise terminated or lapse for any reason without having been exercised or settled for Common Shares issued from treasury will be available for subsequent grant under the New Share Unit Plan and the number of Common Shares available for issuance under the New Share Unit Plan will not be reduced.

Shareholder Approval and Confirmation

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to approve, with or without variation, an ordinary resolution ratifying and approving the New Share Unit Plan Resolution. Pursuant to the rules of the Exchange, the New Share Unit Plan must be passed by a majority of the votes cast on the ordinary resolution by all Disinterested Shareholders at the Meeting. "Disinterested Shareholders" are Shareholders of the Company other than (a) Insiders (as such term is defined under Exchange policies), including directors and officers of the Company, to whom units may be granted under the Amended Share Unit Plan; and (b) Associates (as such term is defined

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under Exchange policies) of any such Insiders. As such, the votes attaching to an aggregate of approximately 3,070,100 Shares, which are beneficially owned or over which control or direction is exercised by the directors and officers of the Company and subsidiaries and their respective associates, representing approximately 26% of the Company's issued Shares entitled to vote at the Meeting, will be withheld from voting on the resolution approving the New Share Unit Plan. The New Share Unit Plan shall take effect once the Transaction is completed and TSXV approval is obtained. Should the New Share Unit Plan Resolution not receive the required Shareholder approval at the Meeting, the New Share Unit Plan will not be adopted. The text of the resolution is set out below:

New Share Unit Plan Resolution

At the Meeting, the following resolution (the "New Share Unit Plan Resolution"), with or without variation, will be placed before the Shareholders:

"BE IT RESOLVED, as an ordinary resolution of the Company's shareholders, that subject to TSX Venture Exchange approval and completion of the Company's Qualifying Transaction:

a) the proposed share unit plan of the Company (the "New Share Unit Plan"), substantially in the form attached to the Information Circular of the Company dated October 28, 2025 (the "Information Circular") as Schedule "C" is hereby approved and confirmed as the share unit plan of the Company;

b) the Company be authorized to grant RSUs and DSUs pursuant to and subject to the terms and conditions of the New Share Unit Plan at any time up to a maximum number of Common Shares equal to 5% of the issued and outstanding Common Shares upon completion of the Company's Qualifying Transaction;

c) the Board or any director or officer is authorized to make amendments to the New Share Unit Plan from time to time as required or deemed necessary by the TSX Venture Exchange or as the Board, or director or officer may, in its sole discretion, deem to be necessary, advisable or desirable, provided that such amendments will be subject to the approval of all applicable regulatory authorities; and

Management recommends that Shareholders vote in favour of the New Share Unit Plan Resolution. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the New Stock Share Unit Plan Resolution.

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ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at its office at 1090 – 510 Burrard Street, Vancouver, BC V6C 3B9, to request copies of the Company’s financial statements and the related Management’s Discussion and Analysis (the "MD&A"). Financial information is provided in the Company’s comparative annual financial statements and MD&A for its most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available at www.sedarplus.ca.

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 this Notice. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized, by the Board.

Dated at Vancouver, British Columbia as of this 28th day of October, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS OF

Badger Capital Corp.

"Neil Currie"

Neil Currie

President, CEO, CFO, Corporate Secretary and Director

Schedule "A"

BADGER CAPITAL CORP.
(the "Corporation")

AUDIT COMMITTEE CHARTER

MANDATE

The audit committee will assist the board of directors of the Corporation (the "Board") in fulfilling its financial oversight responsibilities. The committee will review and consider, in consultation with the Corporation's external auditors, the financial reporting process, the system of internal control over financial reporting and the audit process. In performing its duties, the audit committee will maintain effective working relationships with the Board, management and the external auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership as well as the Corporation's business, operations and risks.

COMPOSITION

The Board will appoint, from among their membership, an audit committee after each annual meeting of the shareholders of the Corporation. The audit committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the audit committee must be "independent" (as defined in Sec. 1.4 of National Instrument 52-110 (Audit Committees)) ("NI 52-110").

2.2 Expertise of Committee Members

A majority of the members of the audit committee must be "financially literate" (as defined in Sec. 1.6 of NI 52-110) or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise.

MEETINGS

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Corporation's Chief Financial Officer and external auditors in separate executive sessions.

ROLES AND RESPONSIBILITIES

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, or performing other audit, review or attestation services, including the resolution of disagreements between management and the external auditors regarding financial reporting. In carrying out this duty, the audit committee shall:

(a) recommend to the Board that the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attestation services for the Corporation;

(b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

(c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

(d) review and recommend to the Board the compensation to be paid to the external auditors;

(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards; and

(f) review and approve the Corporation’s hiring policies regarding partners and employees, and former partners and employees, of the present and former external auditor of the Corporation.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Corporation. In carrying out this duty, the audit committee shall:

(a) evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Corporation; and

(b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information of the Corporation prior to their release to the public. In carrying out this duty, the audit committee shall:

General

(c) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions;
(d) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate;

Annual Financial Statements

(c) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
(d) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered;
(e) review management’s discussion & analysis respecting the annual reporting period prior to its release to the public;

Interim Financial Statements

(f) review and approve the interim financial statements prior to their release to the public;
(g) review management’s discussion & analysis respecting the interim reporting period prior to its release to the public; and

Release of Financial Information

(h) where reasonably possible, review and approve all public disclosure containing financial information, including news releases, prior to release to the public. An audit committee must be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, and must periodically assess the adequacy of those procedures.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Corporation or any subsidiary of the Corporation shall be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(b) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

(ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(c) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures are detailed as to the particular service;

(ii) the audit committee is informed of each non-audit service; and

(iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;

(b) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

(c) ensure that significant findings and recommendations made by management and the external auditor are received and discussed on a timely basis;
(d) review the policies and procedures in effect for considering officers' expenses and perquisites;
(e) perform other oversight functions as requested by the Board; and
(f) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

5. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the audit committee; and
(c) communicate directly with the internal and external auditors.

6. GUIDANCE – ROLES & RESPONSIBILITIES

The audit committee should consider undertaking the actions described in the following guidance, which is intended to provide the audit committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities,
(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown, and
(c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management;

6.2 Financial Reporting

General

(a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements,

(b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks,

Annual Financial Statements

(d) review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Corporation reports or trades its shares;

(e) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

(f) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(g) consider management’s handling of proposed audit adjustments identified by the external auditors;

(h) ensure that the external auditors communicate all required matters to the committee;

Interim Financial Statements

(i) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(j) meet with management and the auditors, either telephonically or in person, to review the interim financial statements;

(k) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the Corporation's operations and financing practices;

(iii) generally accepted accounting principles have been consistently applied;

(iv) there are any actual or proposed changes in accounting or financial reporting practices;

(v) there are any significant or unusual events or transactions;

(vi) the Corporation's financial and operating controls are functioning effectively;

(vii) the Corporation has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

(viii) the interim financial statements contain adequate and appropriate disclosures;

6.3 Compliance with Laws and Regulations

(a) periodically obtain updates from management regarding compliance with this policy and industry "best practices";

(b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements;

6.4 Other Responsibilities

(a) review, with the Corporation's counsel, any legal matters that could have a significant impact on the Corporation's financial statements.

Schedule "B"

New Stock Option Plan

BADGER CAPITAL CORP.

STOCK OPTION PLAN

ARTICLE ONE
DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions. For purposes of this Stock Option Plan, unless such capitalized word or term is otherwise defined herein or the context in which such capitalized word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

(a) “Affiliate” means a Company that is affiliated with another Company if:

(i) one of them is a subsidiary of the other; or
(ii) each of them is controlled by the same person.

(b) “Blackout Period” means the period during which the relevant Participant is prohibited from exercising, redeeming or settling their Security Based Compensation. The following requirements are applicable to any such automatic extension provision:

(i) The Blackout Period must be formally imposed by the Issuer pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Issuer formally imposing a blackout period, the expiry date, redemption date or settlement date, as applicable, of any Security Based Compensation will not be automatically extended.
(ii) The blackout period must expire following the general disclosure of the undisclosed Material Information. The expiry date, redemption date or settlement date, as applicable, of the affected Security Based Compensation can be extended to no later than ten (10) business days after the expiry of the Blackout Period.
(iii) The automatic extension of a Participant’s Security Based Compensation will not be permitted where the Participant or the Issuer is subject to a cease trade order (or similar order under Securities Laws) in respect of the Issuer’s securities.
(iv) The automatic extension is available to all eligible Participants under the Security Based Compensation Plan under the same terms and condition;

(d) "Business Day" means a day on which the Stock Exchange is open for trading, provided that if the Common Shares are not listed on a Stock Exchange, means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;

(e) “Cashless Exercise” has the meaning ascribed to it in Section 3.08;

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(f) "Committee" means the Directors or, if the Directors so determine in accordance with Section 2.03 hereof, the committee of the Directors authorized to administer this Stock Option Plan;

(g) "Common Shares" means the common shares of the Corporation, as adjusted in accordance with the provisions of article five hereof from time to time;

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

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Issuer or to any of its subsidiaries, other than services provided in relation to a distribution;

(ii) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Company, as the case may be; and

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

(i) "Consultant Company" means a Consultant that is a Company;

(j) "Corporation" means Badger Capital Corp. a corporation existing under the Business Corporations Act (British Columbia), and any successor thereof;

(k) "Directors" means a director (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.;

(l) "Eligible Charitable Organization" means: (a) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation; or (b) a Registered National Arts Service Organization.

(m) "Eligible Directors" means the Directors or the directors of any Affiliate from time to time;

(n) "Employee" means

(i) an individual who is considered an employee of the Corporation or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(ii) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source

(o) "Exercise Price" has the meaning given to such term in Section 3.03 hereof;

(p) "Insider" has the meaning given to such term in the policies of the TSX Venture Exchange;

(q) "Investor Relations Activities" as defined in the policies of the TSX Venture Exchange;

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

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

(t) "Net Exercise" has the meaning ascribed to it in Section 3.08;

(u) "Officer" means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries

(v) "Option" means an option to purchase Common Shares granted pursuant to, or governed by, this Stock Option Plan;

(w) "Optionee" means a Participant to whom an Option has been granted pursuant to this Stock Option Plan;

(x) "Option Period" means the period of time during which the particular Option may be exercised, including as extended in accordance with Section 3.04 hereof;

(y) "Participant" means a Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization that is the recipient of Security Based Compensation granted or issued by the Corporation;

(z) "Person" means a Company or individual'

(aa) "Security Based Compensation Plan" includes any Stock Option Plan, DSU Plan, PSU Plan, RSU Plan, SAR Plan, SP Plan and/or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Issuer from treasury to a Participant;

(bb) "Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation;

(cc) "Stock Option Plan" means this plan of the Corporation pursuant to which the Corporation may grant Stock Options;

(dd) "Stock Exchange" means the TSX Venture Exchange or, if the Common Shares are not then listed on the TSX Venture Exchange, such other principal market on which the Common Shares are then traded as designated by the Committee from time to time;

(ee) "Termination" has the meaning given to such term in Section 3.11 hereof;

(ff) "U.S. Securities Act" has the meaning given to such term in Section 4.02 hereof; and

(gg) "VWAP" means the volume weighted average trading price of the Company's Common Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days (as defined in the policies of the Exchange) immediately preceding the exercise of the subject Option.

Section 1.02 Securities Definitions. In this Stock Option Plan, the terms "affiliate" shall have the meaning given to such term in National Instrument 62-104 Take-Over Bids and Issuer Bids.

Section 1.03 Headings. The headings of all articles, sections, paragraphs and subparagraphs in this Stock Option Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Stock Option Plan.

Section 1.04 Context, Construction. Whenever the singular or masculine are used in this Stock Option Plan the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires. The word "person" shall be given the widest meaning possible and shall include, without limitation, an individual, a corporation, a partnership, a limited partnership or any other unincorporated entity.

Section 1.05 References to this Stock Option Plan. The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this Stock Option Plan as a whole and not to any particular article, section, paragraph, subparagraph or other part hereof.

ARTICLE TWO

PURPOSE AND ADMINISTRATION OF THIS STOCK OPTION PLAN

Section 2.01 Purpose of this Stock Option Plan. This Stock Option Plan provides for the potential acquisition of Common Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees, directors and consultants of the Corporation and Affiliates and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by Participants of the Corporation and its Affiliates, it being generally recognized that share incentive plans can aid in attracting, retaining and encouraging Participants due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

Section 2.02 Administration of this Stock Option Plan. This Stock Option Plan shall be administered by the Committee and the Committee shall have full authority to administer this Stock Option Plan, including the authority to interpret and construe any provision of this Stock Option Plan and to adopt, amend and rescind such rules and regulations for administering this Stock Option Plan as the Committee may deem necessary or desirable in order to comply with the requirements of this Stock Option Plan, subject in all cases to compliance with regulatory requirements. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on

the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Stock Option Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of this Stock Option Plan and of the rules and regulations established for administering this Stock Option Plan. All costs incurred in connection with this Stock Option Plan shall be for the account of the Corporation. If the Common Shares are listed on a Stock Exchange, this Stock Option Plan shall be administered in accordance with the rules and policies of such Stock Exchange by the Committee so long as the Common Shares remain listed on the Stock Exchange.

Section 2.03 Delegation to Committee. All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.

Section 2.04 Record Keeping. The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Optionee;
(b) the number of Common Shares subject to Options granted to each Optionee; and
(c) the aggregate number of Common Shares subject to Options.

Section 2.05 Determination of Participants. The Committee shall from time to time determine the Participants who may participate in this Stock Option Plan. The Committee shall from time to time determine the Participants to whom Options shall be granted, the number of Common Shares to be made subject to, and the expiry date of, each Option granted to each Participant and the other terms, including any vesting provisions, of each Option granted to each Participant, all such determinations to be made in accordance with the terms and conditions of this Stock Option Plan, and the Committee may take into consideration the present and potential contributions of, and the services rendered by, the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant. All Employees, Consultants, or Management Company Employees shall be confirmed to be a bona fide Employee, Consultant or Management Company Employee, by the Company and each party as the case may be.

Section 2.06 Maximum Number of Shares.

(a) The maximum number of Common Shares reserved for issue pursuant to this Stock Option Plan shall be determined from time to time by the Committee but, in any case, shall not exceed, in the aggregate, 10% of the number of Common Shares then outstanding.
(b) If the Common Shares are listed on the TSX Venture Exchange, the maximum number of Common Shares reserved for issue pursuant to Options granted under this Stock Option Plan to Participants who are Insiders as a group of the Corporation at any time and any 12 month period shall not exceed 10% of the number of Common Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Stock Exchange.

(c) If the Common Shares are listed on the TSX Venture Exchange, the maximum number of Common Shares reserved for issue to any one Person upon the exercise of any security based compensation including Options in any 12 month period shall not exceed 5% of the number of Common Shares then outstanding, unless disinterested shareholder approval is received therefor in accordance with the policies of the Stock Exchange.

(i) If the Common Shares are listed on the TSX Venture Exchange, the maximum number of Common Shares reserved for issue to any Consultant upon the exercise any security based compensation including Options in any 12 month period shall not exceed 2% of the number of Common Shares then outstanding.

(ii) If the Common Shares are listed on the TSX Venture Exchange, the maximum number of Common Shares reserved for issue to Investor Relations Service Providers in aggregate must not exceed 2% of the number of Common Shares then outstanding granted to any such Investor Relations Service Provider.

(iii) Stock Options granted to any Investor Relations Service Provider must vest in stages over a period of not less than 12 months such that

a) no more than 1/4 of the Stock Options vest no sooner than three months after the Stock Options were granted

b) no more than another 1/4 of the Stock Options vest no sooner than six months after the Stock Options were granted

c) no more than another 1/4 of the Stock Options vest no sooner than nine months after the Stock Options were granted; and

d) the remainder of the Stock Options vest no sooner than 12 months after the Stock Options were granted.

Investor Relations Service Providers may not receive any Security Based Compensation (as defined in the Policies of the Stock Exchange) other than Stock Options.

(d) If the Common Shares are listed on the TSX Venture Exchange, the maximum of Common Shares reserved for issue to Eligible Charitable Organizations (as a group) shall not exceed 1% of the number of Common Shares then outstanding

For purposes of this Section 2.06, "the number of Common Shares then outstanding" shall mean the number of Common Shares outstanding on a non-diluted basis calculated at the date of the proposed grant of the applicable Option.

ARTICLE THREE

STOCK OPTION PLAN

Section 3.01 The Stock Option Plan and Participants. This Stock Option Plan is hereby established for Participants.

Section 3.02 Option Notice or Agreement. Each Option granted to a Participant may be evidenced by a stock option notice or stock option agreement setting out terms and conditions consistent with the

provisions of this Stock Option Plan, which terms and conditions need not be the same in each case and which terms and conditions may be changed from time to time.

Section 3.03 Exercise Price. The price per share (the "Exercise Price") at which any Common Share which is the subject of an Option may be purchased shall be determined by the Committee at the time the Option is granted, provided that, if the Common Shares are then listed on a Stock Exchange, the Exercise Price shall be not less than the closing price of the Common Shares on the Stock Exchange on the last trading day immediately preceding the date of the grant of such Option less the maximum discount, if any, permitted by the Stock Exchange or, if the Common Shares are not then listed on any stock exchange, the Exercise Price shall not be less than the fair market value of the Common Shares as may be determined by the Directors on the day immediately preceding the date of the grant of such Option. If the Common Shares are then listed on the TSX Venture Exchange, disinterested shareholder approval shall be required for any reduction in the Exercise Price of any Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment to the Exercise Price.

Section 3.04 Term of Option. The Option Period for each Option shall be such period of time as shall be determined by the Committee, provided that in no event shall an Option Period exceed ten years. Notwithstanding the definition of Option Period contained herein or the foregoing, the expiration date of an Option will be the date fixed by the Directors with respect to such Option unless such expiration date falls within a Blackout Period in which case the expiration date of the Option will be the date which is ten Business Days after the Blackout Period Expiry Date provided that neither the Optionee nor the Corporation is subject to a cease trade order or similar order in respect of the Corporation's securities. If the Common Shares are listed on the TSX Venture Exchange, disinterested shareholder approval shall be required for the extension of any Option Period if the Optionee is an Insider of the Corporation at the time of the proposed amendment to the Option Period.

Section 3.05 Lapsed Options. If Options granted under this Stock Option Plan are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Common Shares not purchased under such lapsed Options (or such lapsed stock options).

Section 3.06 Limit on Options to be Exercised. Except as otherwise specifically provided herein Options may be exercised by the Optionee in whole at any time, or in part from time to time (in each case to the nearest full Common Share), during the Option Period only in accordance with the vesting schedule, if any, determined by the Committee, in its sole and absolute discretion, subject to the applicable requirements of the Stock Exchange, at the time of the grant of the Option, which vesting schedule may include performance vesting or acceleration of vesting in certain circumstances and which may be amended or changed by the Committee from time to time with respect to a particular Option. If the Committee does not determine a vesting schedule at the time of the grant of any particular Option, such Option shall be exercisable in whole at any time, or in part from time to time, during the Option Period, subject to the applicable requirements of the Stock Exchange. In the event that the Common Shares are listed on the TSX Venture Exchange, Options granted to Insiders or Consultants or with an Exercise Price based on the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange), and the Common Shares issuable upon the exercise thereof, shall be subject to the restricted period and legending requirements imposed by the policies of the TSX Venture Exchange of a four month hold period commending on the date of grant.

Section 3.07 Participants on Exercise. An Option may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period, provided however that, except as otherwise specifically provided in Section 3.10 or Section 3.11 thereof, no Option may be exercised unless the Optionee at the time of exercise thereof is a Participant.

Section 3.08 Payment of Exercise Price. The issue of Common Shares on the exercise of any Option shall be contingent upon receipt by the Corporation of payment of the aggregate purchase price for the Common Shares in respect of which the Option has been exercised delivering to the registered office of the Corporation a completed notice of exercise together with payment in the form of:

(a) by cash or certified cheque; or
(b) whereby the Corporation has an arrangement with a brokerage firm pursuant to which the broker will loan the Participant to purchase the underlying Common Shares (the "Cashless Exercise") and the broker will then sell the number of Common Shares to cover the Exercise Price to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Common Shares from the Exercise of the Option and the Participant receives the balance of the Common Shares or cash proceeds from the balance of such Common Shares; or
(c) whereby Options excluding Options held by Investor Services Providers are exercised without the Participant making any cash payment to the Corporation ("Net Exercise") and the Participant receives only the number of Common Shares that are equal to the quotient calculated by dividing:

(i) the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the Exercise Price of the Options by;
(ii) the VWAP of the underlying Common Shares.

Example

(iii)

$$
# \text{Common Shares} \times (\text{VWAP} - \text{Exercise Price}) = # \text{Common Shares}
$$

In the event of a Cashless Exercise or Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Corporation, must be included in calculating the limits of the Stock Option Plan. No Optionee or legal representative, legatee or distributee of any Optionee will be, or will be deemed to be, a holder of any Common Shares with respect to which such Optionee was granted an Option, unless and until certificates for such Common Shares are issued to such Optionee, or them, under the terms of this Stock Option Plan. Subject to Section 3.12 hereof, upon an Optionee exercising an Option and paying the Corporation the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, including a Cashless Exercise or Net Exercise, the Corporation shall as soon as practicable thereafter issue and deliver a certificate representing the Common Shares so purchased.

Section 3.09 Acceleration on Take-over Bid, Consolidation, Merger, etc. In the event that:

(a) the Corporation seeks or intends to seek approval from the shareholders of the Corporation for a transaction which, if completed, would constitute an Acceleration Event (as defined below); or

(b) a person makes a bona fide offer or proposal to the Corporation or the shareholders of the Corporation which, if accepted or completed, would constitute an Acceleration Event,

the Corporation may send notice to all Optionees of such transaction, offer or proposal and, provided that the Committee has determined that no adjustment will be made pursuant to Section 5.06 hereof, (i) the Committee may, by resolution and notwithstanding any vesting schedule applicable to any Option or Section 3.06 hereof, permit all Options outstanding (except in the case of an Investor Relations Service Provider wherein written approval from the TSX Venture Exchange must be obtained) which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Option), so that the Optionee may participate in such transaction, offer or proposal, and (ii) the Committee may accelerate the expiry date of such Options and the time for the fulfillment of any conditions or restrictions on such exercise to an earlier date chosen by the Committee in their unfettered discretion.

In this Section 3.09, an Acceleration Event means:

(a) the acquisition by any "offeror" (as defined in National Instrument 62-104 Takeover Bids and Issuer Bids) of beneficial ownership of more than 50% of the votes attached to the outstanding voting securities of the Corporation, by means of a take-over bid or otherwise;

(b) any consolidation, merger, statutory amalgamation or arrangement involving the Corporation and pursuant to which the Corporation will not be the continuing or surviving corporation or pursuant to which the Common Shares will be converted into cash or securities or property of another entity, other than a transaction involving the Corporation and in which the shareholders of the Corporation immediately prior to the completion of the transaction will have the same proportionate ownership of the surviving corporation immediately after the completion of the transaction;

(d) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to another entity; or

(e) the approval by the shareholders of the Corporation of any plan of liquidation or dissolution of the Corporation.

Section 3.10 Effect of Death. If a Participant shall die, any outstanding Option held by such Participant at the date of such death shall become immediately exercisable notwithstanding Section 3.06 hereof, and shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of 12 months after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is earlier, and then only to the extent that such Optionee was entitled to exercise the Option at the date of the death of such Optionee in accordance with Sections 3.06, 3.07 and 3.11 thereof.

Section 3.11 Effect of Termination of Engagement. If a Participant shall:

(a) cease to be a Director, Officer, Employee, Consultant or Management Company Employee of the Corporation or of a Affiliate, as the case may be (and is not or does not continue to be an employee thereof), for any reason (other than death); (referred to herein as a "Termination"), such Participant may, but only within the 90 days succeeding such Termination, exercise the Options to the extent that such Participant was entitled to

exercise such Options at the date of such Termination. Notwithstanding the foregoing in no event shall such right extend beyond the Option Period or one year from the date of Termination.

Section 3.12 Eligible Charitable Organizations. If the Participant ceases to be an eligible Participant due to no longer being an Eligible Charitable Organization, the vested Options then held by that Participant shall be exercisable at any time up to but not after the earlier of the expiration of the Option Period and the date which is 90 days after the date the Participant ceases to be an Eligible Charitable Organization.

Section 3.13 Necessary Approvals. The obligation of the Corporation to issue and deliver any Common Shares in accordance with this Stock Option Plan shall be subject to any necessary approval of any stock exchange or regulatory authority having jurisdiction over the securities of the Corporation. If any Common Shares cannot be issued to any Participant upon the exercise of an Option for whatever reason, the obligation of the Corporation to issue such Common Shares shall terminate and any exercise price paid to the Corporation in respect of the exercise of such Option shall be returned to the Participant.

ARTICLE FOUR

WITHHOLDING TAXES AND SECURITIES LAWS OF THE UNITED STATES OF AMERICA

Section 4.01 Withholding Taxes. The Corporation or any Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Option or Common Share including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Common Shares to be issued upon the exercise of any Option, until such time as the Participant has paid the Corporation or any Affiliate for any amount which the Corporation or the Affiliate is required to withhold with respect to such taxes.

Section 4.02 Securities Laws of the United States of America. Neither the Options which may be granted pursuant to this Stock Option Plan nor the Common Shares which may be issued pursuant to the exercise of Options have been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities law of any state of the United States of America. Accordingly, any Participant who is issued Common Shares or granted an Option in a transaction which is subject to the U.S. Securities Act or the securities laws of any state of the United States of America may be required to represent, warrant, acknowledge and agree that:

(a) the Participant is acquiring the Option and/or any Common Shares as principal and for the account of the Participant;
(b) in granting the Option and/or issuing the Common Shares to the Participant, the Corporation is relying on the representations and warranties of the Participant to support the conclusion of the Corporation that the granting of the Option and/or the issue of Common Shares do not require registration under the U.S. Securities Act or to be qualified under the securities laws of any state of the United States of America;
(c) each certificate representing Common Shares so issued may be required to have the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE

SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144

OR 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION (WHICH WILL BE DELIVERED PROMPTLY AND WILL NOT BE UNREASONABLY WITHHELD, BUT WHICH MAY BE CONDITIONAL ON DELIVERY OF A LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION), PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.";

provided that if such Common Shares are being sold outside the United States of America in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and provided that the Corporation is a "foreign issuer" within the meaning of Regulation S under the U.S. Securities Act at the time of such sale, such legend may be removed by providing a written declaration signed by the holder to the registrar and transfer agent for the Common Shares to the following effect:

"The undersigned (A) represents and warrants that the sale of the securities of Badger Capital Corp. (the "Corporation") to which this declaration relates is being made in compliance with Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the U.S. Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the undersigned and any person acting on its behalf reasonably believe that the buyer was outside the United States or (B) the transaction was executed on or through the facilities of a Designated Offshore Securities Market and neither the undersigned nor any person acting on behalf thereof knows or has any reason to believe that the transaction has been

prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.";

(d) other than as contemplated by paragraph 4.02(c) hereof, prior to making any disposition of any Common Shares acquired pursuant to this Stock Option Plan which might be subject to the requirements of the U.S. Securities Act, the Participant shall give written notice to the Corporation describing the manner of the proposed disposition and containing such other information as is necessary to enable counsel for the Corporation to determine whether registration under the U.S. Securities Act or qualification under any securities laws of any state of the United States of America is required in connection with the proposed disposition and whether the proposed disposition is otherwise in compliance with such legislation and the regulations thereto;

(e) other than as contemplated by paragraph 4.02(c) hereof, the Participant will not attempt to effect any disposition of the Common Shares owned by the Participant and acquired pursuant to this Stock Option Plan or of any interest therein which might be subject to the requirements of the U.S. Securities Act in the absence of an effective registration statement relating thereto under the U.S. Securities Act or an opinion of counsel satisfactory in form and substance to counsel for the Corporation that such disposition would not constitute a violation of the U.S. Securities Act and then will only dispose of such Common Shares in the manner so proposed;

(f) the Corporation may place a notation on the records of the Corporation to the effect that none of the Common Shares acquired by the Participant pursuant to this Stock Option Plan shall be transferred unless the provisions of the Plan have been complied with; and

(g) the effect of these restrictions on the disposition of the Common Shares acquired by the Participant pursuant to this Stock Option Plan is such that the Participant may not be able to sell or otherwise dispose of such Common Shares for a considerable length of time in a transaction which is subject to the provisions of the U.S. Securities Act other than as contemplated by paragraph 4.02(c) hereof.

ARTICLE FIVE

GENERAL

Section 5.01 Effective Time of this Stock Option Plan. This Stock Option Plan shall become effective upon a date to be determined by the Directors.

Section 5.02 Amendment of Plan. The Committee may from time to time in the absolute discretion of the Committee, subject to the applicable requirements of the Stock Exchange, amend, modify and change the provisions of this Stock Option Plan or any Options granted pursuant to this Stock Option Plan, provided that if the Common Shares are listed on the TSX Venture Exchange, any amendment, modification or change to the provisions of this Stock Option Plan or any Options granted pursuant to this Stock Option Plan which would:

(a) materially increase the benefits under this Stock Option Plan or any Options granted pursuant to the Plan;

(b) increase the number of Common Shares, other than by virtue of sections 5.06 and 5.07 hereof, which may be issued pursuant to this Stock Option Plan; or

shall only be effective upon such amendment, modification or change being approved by the shareholders of the Corporation, and, if required, by any stock exchange or any other regulatory authority having jurisdiction over the securities of the Corporation. In addition, if the Common Shares are listed on TSX Venture Exchange, an Optionee is an Insider of the Corporation at the time of an amendment, modification or change that would materially increase the benefits under any of his Options granted pursuant to this Shares Option Plan, the Corporation must obtain disinterested shareholder approval. This Stock Option Plan may be amended, without obtaining the approval of the TSX Venture Exchange, to (i) reduce the number of Common Shares under Option, or (ii) increase the exercise price or cancel an Option, provided the Corporation issues a news release outlining the terms of the amendment. In the event that the Common Shares are listed on the TSX Venture Exchange, all other amendments to this Stock Option Plan will require the approval of the TSX Venture Exchange.

Section 5.03 Non-Assignable. No rights under this Stock Option Plan and no Option awarded pursuant to this Stock Option Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

Section 5.04 Rights as a Shareholder. No Optionee shall have any rights as a shareholder of the Corporation with respect to any Common Shares which are the subject of an Option. No Optionee shall be entitled to receive any dividends, distributions or other rights declared for shareholders of the Corporation for which the record date is prior to the date of issue of certificates representing Common Shares acquired upon the exercise of Options of such Optionee.

Section 5.05 No Contract of Employment. Nothing contained in this Stock Option Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or any Affiliate nor interfere or be deemed to interfere in any way with any right of the Corporation or any Affiliate to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in any of this Stock Option Plan by a Participant shall be voluntary.

Section 5.06 Consolidation, Merger, etc. Subject to TSX Venture Exchange approval. If there is a consolidation, merger or statutory amalgamation or arrangement of the Corporation with or into another corporation, a separation of the business of the Corporation into two or more entities or a sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to another entity, upon the exercise of an Option under this Stock Option Plan the holder thereof shall be entitled to receive the securities, property or cash which the holder would have received upon such consolidation, merger, amalgamation, arrangement, separation or transfer if the

holder had exercised the Option immediately prior to the effective time of such event, unless the Committee otherwise determines the basis upon which such Option shall be exercisable.

Section 5.07 Adjustment in Number of Common Shares Subject to the Plan. Subject to TSX Venture Exchange acceptance, in the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in:

(a) the number of Common Shares available under this Stock Option Plan;
(b) the number of Common Shares subject to any Option; and
(c) the exercise price of the Common Shares subject to Options.

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of this Stock Option Plan.

Section 5.08 Securities Exchange Take-over Bid. In the event that the Corporation becomes the subject of a take-over bid (within the meaning of National Instrument 62-104 Takeover Bids and Issuer Bids) as a result of which all of the outstanding Common Shares are acquired by the offeror through compulsory acquisition provisions of the incorporating statute or otherwise, and where consideration is paid in whole or in part in equity securities of the offeror, the Committee may send notice to all Optionees requiring them to surrender their Options within 10 days of the mailing of such notice, and the Optionees shall be deemed to have surrendered such Options on the tenth day after the mailing of such notice without further formality, provided that:

(a) the Committee delivers with such notice an irrevocable and unconditional offer by the offeror to grant replacement options to the Optionees on the equity securities offered as consideration;
(b) the Committee has determined, in good faith, that such replacement options have substantially the same economic value as the Options being surrendered; and
(c) the surrender of Options and the granting of replacement options can be effected on a tax free rollover basis under the Income Tax Act (Canada).

Section 5.09 No Representation or Warranty. The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Stock Option Plan.

Section 5.10 Participation through RRSPs and Holding Companies. Subject to the approval of the Committee, a Participant who is a Director, Officer or Employee may elect, at the time rights or Options are granted under this Stock Option Plan, to participate in this Stock Option Plan by holding any rights or Options granted under this Stock Option Plan in a registered retirement savings plan established by such Participant for the sole benefit of such Director, Officer or Employee in a personal holding corporation controlled by such Director, Officer or Employee. For the purposes of this Section 5.10, a personal holding corporation shall be deemed to be controlled by a Director, Officer or Employee if (i) voting securities carrying 100% of the votes for the election of directors of such corporation are held, otherwise than by way of security only, by or for the benefit of such Director, Officer or Employee and the votes carried by such voting securities are entitled, if exercised, to elect a majority of the board of directors of such corporation,

and (ii) all of the equity securities of such corporation are directly held, otherwise than by way of security only, by or for the benefit of such Director, Officer or Employee. In the event that the Director, Officer or Employee elects to hold the Options granted under this Stock Option Plan in a registered retirement savings plan or personal holding corporation, such Director, Officer or Employee must submit certifications, undertakings or any other documents, if any, required by the Stock Exchange, and the provisions of this Stock Option Plan shall continue to apply as if the Director, Officer or Employee held such Options directly. Any Director, Officer or Employee to be granted Security Based Compensation, other than a Consultant Company or Eligible Charitable Organization, must agree not to effect or permit any transfer of ownership or option of securities of the Corporation nor to issue further shares of any class in the Corporation to any other individual or entity as long as the Security Based Compensation remains outstanding, except with the prior written consent of the Stock Exchange

Section 5.11 Participant Information.

(a) Each Participant shall provide the Corporation with all information (including personal information) required in order to administer the Stock Option Plan (the "Participant Information").

(b) The Corporation may from time to time transfer or provide access to Participant Information to a third-party service provider for purposes of the administration of the Stock Option Plan such service providers will be provided with such information for the sole purpose of providing services to the Corporation in connection with the operation and administration of the Stock Option Plan. The Corporation may also transfer and provide access to Participant Information for purposes of preparing financial statements or other necessary reports and facilitating payment or reimbursement of Stock Option Plan expenses. By participating in the Stock Option Plan, each Participant acknowledges that Participant Information may be so provided and agrees and consents to its provision on the terms set forth herein. The Corporation shall not disclose Participant Information except (i) as contemplated above in this Section 5.11, (ii) in response to regulatory filings or other requirements for the information by a governmental authority or regulatory body, or (iii) for the purpose of complying with a subpoena, warrant or other order by a court, person or body having jurisdiction over the Corporation to compel production of the information.

Section 5.12 Compliance with Applicable Law.

If any provision of this Stock Option Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction over the securities of the Corporation, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

Section 5.13 Interpretation.

This Stock Option Plan shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia.

Schedule "C"

New Share Unit Plan

BADGER CAPITAL CORP.

SHARE UNIT PLAN

PART 1. PURPOSE

1.1 Purpose

This Share Unit Plan provides for the potential acquisition of Common Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees, directors and consultants of the Corporation and the Designated Affiliates and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by key employees, directors and consultants of the Corporation and the Designated Affiliates, it being generally recognized that share unit plans can aid in attracting, retaining and encouraging employees, directors and consultants due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

PART 2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this Plan:

"Acceleration Event" has the meaning attributed to it in paragraph 8.1.

"Applicable Withholding Taxes" means any taxes, source deductions or other amounts that the Corporation is required by law to withhold from any amounts to be paid or credited or to remit to any governmental entity in connection with the grant or settlement of an Award under this Plan.

"Award" means any Deferred Share Unit or Restricted Share Unit granted under this Plan.

"Award Agreement" means an agreement evidencing an Award, including a DSU Agreement or RSU Agreement.

"Board" means the board of directors of the Corporation.

"Business Day" means a day on which the Exchange is open for trading, provided that if the Common Shares are not listed on a stock exchange, means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia.

"Committee" means the Directors of the Board or any committee of the Board that the Board may designate to administer this Plan.

"Common Shares" means the common shares of the Corporation.

"Consultant" has the meaning given to that term in Policy 1.1 – Interpretation of the TSX Venture Exchange.

"Corporation" means Badger Capital Corp., a corporation existing under the Business Corporations Act (British Columbia), and any successor thereof.

"Date of Grant" means the date an Award is granted to a Participant as set out in the Participant's Award Agreement.

"Deferred Share Unit" or "DSU" means an Award described in section 5.1.

"Designated Affiliates" means the affiliates of the Corporation designated by the Committee for purposes of this Share Unit Plan from time to time.

"Directors" means the directors (as defined under the Securities Laws) of the Corporation from time to time.

"Disability" means a long-term disability, as determined by the Board.

"Discounted Market Price" has the meaning given to that term in Policy 1.1 – Interpretation of the TSX Venture Exchange.

"Disinterested Shareholders" means all Shareholders of the Corporation, excluding Shareholders eligible to receive grants pursuant to this Plan and their affiliates and associates.

"DSU Agreement" means an agreement between the Corporation and a Participant evidencing an Award of DSUs.

"DSU Termination Date" means the date on which a Participant who holds DSUs ceases to hold any position as an officer, employee, or director of the Corporation or any of the Designated Affiliates.

"Eligible Person" shall be the directors, officers and employees of the Corporation or a Subsidiary, as well as management company employees and consultants providing ongoing services to the Corporation or its Subsidiaries, as determined by the Board from time to time, in its sole discretion. For greater certainty, a Person whose employment or engagement with the Company or a Subsidiary has ceased for any reason, or who has given notice or been given notice of such cessation, whether such cessation was initiated by such Person, the Corporation or such Subsidiary, as the case may be, shall cease to be eligible to receive Awards hereunder as of the date on which such Person provides notice to the Corporation or the Subsidiary, as the case may be, in writing or verbally, of such cessation, or on the Termination Date for any cessation of a Participant's employment or engagement initiated by the Corporation or the Subsidiary;

"Exchange" means the TSX Venture Exchange, or, if the Common Shares are not then listed on the TSX Venture Exchange, such other principal market on which the Common Shares are then traded as designated by the Committee from time to time.

"Fair Market Value" of the Common Shares on any date means:

(a) if the Common Shares are listed on an Exchange, the volume-weighted average trading price of the Common Shares on the Exchange with the greatest volume of trading over the applicable period, for the five trading days before the relevant date or, if there is no reported sale price at which the Common Shares traded on an Exchange during such period, the average of the closing bid and ask prices (on the Exchange with the narrowest such bid-ask spread) for the trading day immediately before the relevant date; and

(b) if the Common Shares are not listed on an Exchange, the value as determined by the Board in good faith; provided that at no time shall the Fair Market Value price be less than the Discounted Market Price.

"Filing Date" has the meaning attributed to it in subsection 5.5(1).

"Insider" has the meaning given to such term in the policies of the TSX Venture Exchange.

"Investor Relations Activities" has the meaning given to that term in Policy 1.1 – Interpretation of the TSX Venture Exchange.

"Investor Relations Service Providers" has the meaning given to that term in Policy 1.1 – Interpretation of the TSX Venture Exchange.

"Management Company Employee" has the meaning given to that term in Policy 1.1 – Interpretation of the TSX Venture Exchange.

"Outstanding Issue" means the number of Common Shares issued and outstanding from time to time (on a non-diluted basis).

"Participant" means an Eligible Person.

"person" means an individual, corporation, company, cooperative, sole proprietorship, partnership, limited partnership, limited liability partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, trust, trustee, executor, administrator, legal personal representative, estate, unincorporated association, organization or syndicate, entity with juridical personality or governmental authority or body, or other entity, whether or not having legal status, however designated or constituted, and pronouns which refer to a person shall have a similarly extended meaning.

"Plan" means this Share Unit Plan, as amended or restated from time to time.

"Restricted Share Unit" or "RSU" means an Award described in section 6.1.

"Retire" or Retirement" means retirement from active employment with the Corporation or a Designated Affiliate at or after age 65 or in other circumstances (such as years of service) as determined by the Board to constitute retirement for purpose of this Plan.

"RRIF" means a "registered retirement income fund" (as defined in the Income Tax Act (Canada)).

"RRSP" means a "registered retirement savings plan" (as defined in the Income Tax Act (Canada)).

"RSU Agreement" means an agreement between the Corporation and a Participant evidencing an Award of RSUs.

"RSU Vesting Date" has the meaning attributed to it in section 6.3.

"Security Based Compensation" includes the grant of any stock option, DSU or RSU or any other any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation from treasury to a Participant;

"Security Based Compensation Plan" includes any stock option plan, DSU plan, RSU plan, and/or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation from treasury to a Participant.

"Subsidiary" means, in respect of a person, another person that is controlled directly or indirectly by such person and includes a Subsidiary of that Subsidiary.

"Termination Date" means the last day on which the Participant actively renders services to the Corporation or a Designated Affiliate where it is reasonably expected that no further services will be performed (and excluding any period of statutory, contractual or reasonable notice of termination of

employment or any period of salary continuance or deemed employment, except as otherwise expressly required by applicable employment standards legislation), including by reason of death or Disability, but, for greater certainty, a Participant's absence from active work during a period of vacation, temporary illness, authorized leave of absence, maternity or parental leave or leave on account of Disability shall not be considered to result in a Termination Date.

"TFSA" means a tax-free savings account (as defined in the Income Tax Act (Canada)).

2.2 Interpretation

(1) References to a "Part", "section", "subsection", "paragraph" or "clause" mean to the specified Part, section, subsection, paragraph or clause of this Plan unless otherwise described.

(2) The table of contents and headings are included for convenience of reference and do not affect the interpretation of this Plan.

(3) Words importing the singular include the plural and vice versa.

(4) The words "include" or "including" mean include or including without limitation.

(5) References to a statute, regulation, rule, code, national instrument or policy statement or to a particular section of one of them mean to that statute, regulation, rule, code, national instrument, policy statement or section as amended or superseded from time to time (unless specified otherwise) and references to a statute include any regulations, rules, national instruments or policy statements enacted under that statute.

(6) Where an individual has transferred an Award to an RRIF, RRSP or TFSA or to a corporation of which the individual is the annuitant or (as applicable) the sole shareholder, the individual will be the Participant for the purpose of the definition of "Termination Date" and for the purpose of the death, Disability or Retirement of the Participant.

2.3 Governing Law

The Plan is governed by and will be construed in accordance with British Columbia law, regardless of the citizenship, residence or place of organization of a Participant.

2.4 Submission to Jurisdiction

The Corporation and each Participant submits to the exclusive jurisdiction of the courts of competent jurisdiction of British Columbia with respect to any action or proceeding arising out of relating in any way to this Plan or any Award Agreement or Award.

PART 3. ADMINISTRATION

3.1 Discretion and Authority

(1) Subject to section 3.2, the Board has the sole and absolute discretion and authority to administer and interpret this Plan, the Award Agreements and the Awards, including:

(a) to determine the Participants to whom Awards may be granted;

(b) to grant Awards and determine their terms, including (i) the number of Awards to be granted, (ii) the timing of grants, including the Date of Grant, (iii) restrictions on transfer, (iv) any vesting

schedule, terms, limitations, restrictions and conditions applicable to Awards, (v) approving the form of any Award Agreement (not inconsistent with this Plan) to evidence an Award and (vi) the waiver or amendment of any terms of Awards, including expiration of any Awards, accelerating the vesting of any Awards, or, subject to the approval of the Exchange where required, substituting other property on the payment or settlement of any Awards;

(d) to make any other determinations, settle any disputes or take any other action necessary or desirable for the administration of this Plan or any Award Agreement or Award.

(2) Without limiting subsection (1), the Board, in its discretion, may correct any defect or omission or reconcile any inconsistencies in this Plan or any Award Agreement or Award.

(3) The Board's decision with respect to any matter related to this Plan will be conclusive and binding on the Corporation, the Designated Affiliates and all Participants.

(4) The Board's discretion and authority is subject to any mandatory requirements of the Exchange.

3.2 Delegation and Liability

(1) The Board may delegate to the Committee all or some of its powers under this Plan and on other terms as the Board may determine. In that case, references to the "Board" will be deemed to be references to the Committee, to the extent such powers have been delegated. The Board (or the Committee) may delegate the day-to-day administration of this Plan to any one or more officers of the Corporation.

(2) None of the members of the Board or the Committee or any other person acting pursuant to authority delegated by the Board or the Committee will be liable for any action taken (or omitted to be taken) or determination made (or not made) in good faith in connection with this Plan or any Award.

3.3 Eligibility

All Participants are eligible to participate in this Plan, but eligibility does not confer any right to be granted an Award, which remains in the sole discretion of the Board. Further, the grant of an Award to a Participant shall not entitle such Participant to a future grant of an Award of the same or a different type.

3.4 Common Shares Subject to this Plan

(1) The maximum number of Common Shares issuable under this Plan shall not exceed [●] Common Shares.

(2) The Board may not grant an Award that can be settled by an issuance of Common Shares from treasury if it would have the effect of causing the total number of Common Shares subject to that Award to exceed the total number of Common Shares determined under subsection (1).

(3) For as long as the Common Shares are listed on the TSX Venture Exchange:

(a) the aggregate number of Common Shares issuable pursuant to the Corporation's Stock Option Plan, this Plan and any other Security Based Compensation Plan (collectively, the "Plans") granted to any one Participant (and companies wholly owned by such Participant) in a 12-month period must not exceed 5% of the Outstanding Issue, calculated as of the Date of Grant to such Participant;

(b) the aggregate number of Common Shares issuable pursuant to the Corporation's Plans granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Issuer, as calculated as at the date any security based compensation is granted or issued to the Consultant;

(d) for Awards granted to employees the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide employee.

3.5 Insider Participation Limits

(1) The maximum number of Common Shares issuable under this Plan and any other Security Based Compensation Plan to Insiders at any time may not exceed in the aggregate 10% of the Outstanding Issue.

(2) The maximum number of Common Shares issued under this Plan and any other Security Based Compensation Plan to Insiders within any one-year period may not exceed in the aggregate 10% of the Outstanding Issue.

3.6 Transfers

(1) A Participant may not transfer or assign an Award, including by operation of law, except on the death of the Participant, by will or applicable laws of succession, provided that, subject to applicable law, a Participant may designate in writing (on terms specified by the Corporation) a beneficiary to receive any benefits that are payable under this Plan and any Award on death.

(2) A Participant may not grant a security interest in, pledge or otherwise encumber an Award.

(3) Any breach of subsection (1) or (2) will result in the Award being void.

3.7 Exercise of Awards

Awards may be exercised only by:

(a) the Participant to whom the Awards were granted;

(b) the legal representative of a Participant's estate or other relevant person under subsection 3.6(1), for up to one year after the Participant's death; and

3.8 Common Shares

Common Shares issued by the Corporation in accordance with this Plan and the Award Agreements will be issued as fully paid and non-assessable.

3.9 Fractional Shares

The Corporation is not required to issue any fractional Common Share or Award.

PART 4. GRANT OF AWARDS

4.1 General

Subject to the terms of this Plan, the Board, in its discretion, may grant Awards to Participants on terms determined by the Board. Each grant will be evidenced by an Award Agreement. Any officer of the Corporation is authorized, on behalf of the Corporation, to execute and deliver an Award Agreement to each Participant to whom Awards have been granted.

Grants and issuances of Awards to an Insider of the Issuer and any amendment to any of the foregoing, must be disclosed to the public by way of a news release on the day this Plan is implemented or amended or on the day the Award is granted, issued or amended.

4.2 Blackout Periods and Automatic Extensions

(1) The expiry date, redemption date or settlement date, as applicable, of the Awards granted pursuant to this Plan, may be automatically extended, if such date falls within a period (a “Blackout Period”) during which the Issuer prohibits Participants from exercising, redeeming or settling their Awards. The following requirements are applicable to any such automatic extension:

(a) The Blackout Period must be formally imposed by the Issuer pursuant to the Corporation’s internal trading policies as a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Issuer formally imposing a Blackout Period, the expiry date, redemption date or settlement date, as applicable, of any Awards will not be automatically extended;

(b) The Blackout Period must expire following the general disclosure of the undisclosed Material Information. The expiry date, redemption date or settlement date, as applicable, of the affected Awards can be extended to no later than ten (10) business days after the expiry of the Blackout Period;

(c) An Automatic Extension of a Participant’s Award will not be permitted where the Participant or the Issuer is subject to a cease trade order (or similar order under Securities Laws) in respect to the Issuer’s securities; and

(d) An Automatic Extension is available to all eligible Participants under this Plan under the same terms and conditions.

PART 5. DEFERRED SHARE UNITS

5.1 Nature of DSUs

(1) Each DSU entitles a Participant to receive one Common Share or the cash equivalent (or a combination of the two) and is payable after the Participant experiences a DSU Termination Date.

(2) Notwithstanding any other provision of the Plan, the value of a DSU shall always depend on the value of the Common Shares for purposes of the Income Tax Act (Canada) and no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional DSUs will be granted to any Participant to compensate for a downward fluctuation in the price of the Common Shares nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

5.2 Election

(1) Subject to any alternative arrangements approved by the Board, each Participant may elect to receive all or part of his or her annual compensation in DSUs by giving notice to that effect to the Corporation by December 15 of the year preceding the year with respect to which the election applies.

(2) Each election is irrevocable by the Participant with respect to compensation earned during the period to which the election relates.

5.3 Number of DSUs

Each Participant will receive that number of DSUs equal to the quotient of (i) and (ii), where (i) is the dollar amount of compensation payable in DSUs on the date the compensation is payable and (ii) is the Fair Market Value of the Common Shares on the date of payment, rounded down to the nearest whole number.

5.4 Vesting of DSUs

DSUs will vest at the time of grant unless specified otherwise in the applicable DSU Agreement, provided that no DSUs issued pursuant to this Plan may vest before the date that is one year following the Date of Grant.

5.5 Settlement of DSUs

(1) Following a Participant's DSU Termination Date, all vested DSUs will settle on the date that is 30 days following the DSU Termination Date (the date the notice is given or deemed to have been given is the "Filing Date").

(2) The Corporation will pay the amount required to settle the DSUs as soon as practicable but not more than 30 days after the Filing Date, in its discretion by:

(a) issuing to the Participant from treasury that number of Common Shares equal to the number of DSUs being settled;

(b) delivering to the Participant that number of outstanding Common Shares equal to the number of DSUs being settled;

(c) delivering to the Participant an amount in cash equal to the Fair Market Value of the number of Common Shares equal to the number of DSUs being settled; or

(d) a combination of (a), (b) or (c).

5.6 DSU Account

The Corporation will maintain an account for each Participant and credit the account with the number of DSUs granted to the Participant and cancel any DSUs that are not paid out or fail to vest and record their cancellation in the account.

5.7 Additional DSUs

Subject to the Board's approval, if the Corporation pays a cash dividend on the Common Shares, the Corporation will credit the account of each Participant who holds DSUs as of the record date with an additional number of DSUs. The number of additional DSUs to be credited (to be determined as of the

dividend payment date) will be equal to the quotient of (i) and (ii), where (i) is the product of (1) the aggregate number of DSUs held by the Participant on the relevant record date and (2) the amount of the dividend paid by the Corporation on each Common Share, and (ii) is the Fair Market Value of the Common Shares on the dividend payment date. These additional DSUs will be subject to the same vesting conditions as apply to the related DSUs. Any dividend settled in Shares may not exceed the maximum aggregate number of Shares to be issued under this Plan, and as outlined in section 3.4, and shall be settled in cash in the event a sufficient number of Shares are not available under this Plan to satisfy the Corporation's obligations in respect of such dividends

PART 6. RESTRICTED SHARE UNITS

6.1 Nature of RSUs

An RSU is an Award that generally becomes vested (if at all) following a period of continuous employment or other service relationship with the Corporation or a Designated Affiliate and entitles the Participant to receive one Common Share for each RSU or the cash equivalent (or a combination of the two).

6.2 Vesting Period

The Board will determine the vesting period applicable to an RSU, provided that the RSUs may not vest (i) prior to one year following the Date of Grant; and (ii) more than three years after the Date of Grant unless specified otherwise in the applicable RSU Agreement.

6.3 Vesting of RSUs

RSUs will vest at the end of the applicable vesting period, unless specified otherwise in the applicable RSU Agreement (the "RSU Vesting Date"). No RSUs issued pursuant to this Plan may vest before the date that is one year following the Date of Grant.

6.4 Settlement of RSUs

The Corporation will pay the amount required to settle all vested RSUs as soon as practicable but not more than 30 days after the end of the applicable RSU Vesting Date, in its discretion by:

(a) issuing to the Participant from treasury that number of Common Shares equal to the number of RSUs being settled;

(b) delivering to the Participant that number of outstanding Common Shares equal to the number of RSUs being settled;

(c) delivering to the Participant an amount in cash equal to the Fair Market Value of the number of Common Shares equal to the number of RSUs being settled; or

(d) a combination of (a), (b) or (c).

6.5 RSU Account

The Corporation will maintain an account for each Participant's and credit the account with the number of RSUs granted to the Participant and cancel any RSUs that are not paid out or fail to vest and record their cancellation in the account.

6.6 Additional RSUs

Subject to the Board's approval, if the Corporation pays a cash dividend on the Common Shares, the Corporation will credit the account of each Participant who holds RSUs as of the record date with an additional number of RSUs. The number of additional RSUs to be credited (as of the dividend payment date) will be equal to the quotient of (i) and (ii), where (i) is the product of (1) the aggregate number of RSUs held by the Participant on the relevant record date and (2) the amount of the dividend paid by the Corporation on each Common Share, and (ii) is the Fair Market Value of the Common Shares on the dividend payment date. These additional RSUs will be subject to the same vesting conditions as apply to the related RSUs. Any dividend settled in Shares may not exceed the maximum aggregate number of Shares to be issued under this Plan, and as outlined in section 3.4, and shall be settled in cash in the event a sufficient number of Shares are not available under this Plan to satisfy the Corporation's obligations in respect of such dividends

PART 7. TERMINATION OF PARTICIPANTS

7.1 Application of Part 7

This Part applies to all Participants other than directors. All rights or entitlements of a Participant under the Plan, upon a termination of employment for any reason shall be subject to Section 7.4.

7.2 Termination of Employment

(1) If a Participant's employment or office with the Corporation or a Designated Affiliate is terminated, or if the Participant resigns or Retires, then:
(a) any unvested Awards held by the Participant on the Termination Date will automatically terminate on the Termination Date and the Participant will cease to have any rights in relation to those Awards; and
(b) in the case of any vested Awards held by the Participant on the Termination Date, the Corporation will settle those Awards as soon as practicable after the Termination Date in accordance with this Plan.

7.3 Death or Disability

If a Participant dies or has a Termination Date in connection with a Disability, then:

(a) any unvested Awards held by the Participant on the Termination Date will vest on a proportionate basis based on the number of Awards available to vest in the vesting period in which the Termination Date occurs and the ratio that (i) the period from the (1) Date of Grant or (2) last vesting date, as applicable, to the Termination Date is to (ii) the period from the (1) Date of Grant or (2) last vesting date, as applicable, to the next vesting date, and any other unvested Awards will automatically terminate on the Termination Date and the Participant will cease to have any rights in relation to those Awards; and
(b) in the case of any vested Awards held by the Participant on the Termination Date, the Corporation will settle those Awards as soon as practicable after the Termination Date in accordance with this Plan.

7.4 No Right to Compensation on Forfeiture

For clarification and without limitation, no Participant or former Participant shall be entitled to any current or

future Award or any other benefit, payment or right otherwise arising from the Plan after his or her Termination Date except as provided in this Part 7, or as otherwise determined by the Board or as expressly required by the minimum applicable requirements contained in applicable employment standards legislation. No damages or compensation shall be payable to any person in respect of any Award that is not granted, paid, exercised or settled due to a Participant ceasing to actively render services to the Corporation or a Designated Affiliate for any reason, regardless of whether the Participant's employment is terminated by the Corporation or a Designated Affiliate, lawfully or unlawfully, or whether the Participant's employment is terminated voluntarily by the Participant or involuntarily, except as otherwise expressly required by applicable employment standards legislation.

In addition, except as specifically provided in this Part 7 or as otherwise determined by the Board, or as expressly required by applicable employment standards legislation, effective as of a Participant's Termination Date, the Participant shall forfeit all rights and have no entitlements with respect to any outstanding Awards that would vested, or become payable, exercisable or be settled after such date, and for greater certainty, the Participant shall be disentitled to damages as compensation for the loss of the opportunity to vest in respect of any outstanding Awards or receive any payment or Common Shares or other compensation that may or would have been paid or issued in respect of an Award during any applicable period of notice of termination of employment, under common law, contract or otherwise, except as expressly required by the minimum applicable requirements contained in applicable employment standards legislation.

7.5 Expiry of Awards

Any Awards granted or issued to any Participant who is a director, officer, employee, Consultant or Management Company Employee must expire within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under this Plan.

7.6 Other

In connection with a Participant's termination of employment, the Corporation may acquire, settle or redeem Awards for cancellation on terms other than those prescribed in an Award Agreement on terms separately agreed by the Board and the applicable Participant.

PART 8. CHANGE OF CONTROL

8.1 Effect of a Change of Control

In the event that:

(a) the Corporation seeks or intends to seek approval from the shareholders of the Corporation for a transaction which, if completed, would constitute an Acceleration Event (as defined below); or

(b) a person makes a bona fide offer or proposal to the Corporation or the shareholders of the Corporation which, if accepted or completed, would constitute an Acceleration Event, the Corporation may send notice to all Participants of such transaction, offer or proposal and (i) the Board may, by resolution and notwithstanding any vesting schedule applicable to any Award permit all Awards outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Award), so that the Participant may participate in such transaction, offer or proposal, and (ii) the Board may accelerate the expiry date of such Awards and the time for the fulfillment of any conditions or restrictions on such exercise to an earlier date chosen by the Board in its unfettered discretion.

An "Acceleration Event" means:

(d) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to another entity; or

(e) the approval by the shareholders of the Corporation of any plan of liquidation or dissolution of the Corporation.

8.2 Powers of the Board

If there is an Acceleration Event, the Board may (i) make any changes to the terms of the Award Agreements and Awards as it considers fair and appropriate in the circumstances, (ii) otherwise modify the terms of the Awards to assist the Participants in participating in the transaction leading to the Acceleration Event and (iii) terminate, conditionally or otherwise, the Awards not exercised or settled, as applicable, following successful completion of the Acceleration Event.

PART 9. AMENDMENTS AND TERMINATION

9.1 Amendments and Termination

(1) The Board has the right, in its sole discretion, to amend, suspend or terminate the Plan, provided that no such amendment, suspension or termination may be made without obtaining Exchange or shareholder approvals as applicable or adversely affect the rights of any Participant with respect to the Awards to which the Participant is entitled under the Plan without the consent of the Participant. No amendments may be made by the Board to the Plan without Shareholder approval or, if required under the Exchange Corporate Finance Manual, Disinterested Shareholders approval and Exchange approval, including the following: (i) an increase in the maximum number or percentage of Common Shares reserved for issuance under the Plan, (ii) amendments to remove or increase the insider participation limits provided for in section 3.5 of the Unit Plan; (iii) amendments to remove or increase the participation limits provided for in section 3.4(3) of the Plan while the Common Shares are listed on the Exchange; (iv) amendments to extend the term of an Award held by an insider beyond the original expiry date, (v) amendments to the transferability or assignability of an Award pursuant to section 3.6(1) of the Plan; (vi) amendments to the amendment provision in subsection 9.1 of the Plan, and (vii) amendments required to be approved by shareholders under the applicable law or regulations, including the rules, regulations and policies of the Exchange.

PART 10. GENERAL

10.1 Capital Adjustments

If there is any change in the capital of the Corporation affecting the Common Shares, including as a result of a stock split or consolidation, combination or exchange of shares, merger, amalgamation, spin-off or other special distribution (other than distributions or cash dividends in the ordinary course) of the Corporation's assets to shareholders, the Board, in its discretion and with prior written acceptance of the Exchange, may make any adjustments it determines to be appropriate to reflect that change (for the purpose of preserving the value of the Awards or the rights of Participants) including to (i) the number or kind of shares or other securities reserved for issuance under this Plan, and (ii) the number of Awards held by the Participants.

10.2 Unsecured Obligations

The Corporation's obligations under this Plan and the Awards are unsecured obligations and Participants will not have any greater rights than those of an unsecured general creditor of the Corporation.

10.3 Successors and Assigns

This Plan is binding on all successors and permitted assigns of the Corporation and Designated Affiliates and each Participant, including the legal representative of a Participant, or any receiver or trustee in bankruptcy or representative of the creditors of the Corporation, a Designated Affiliate or a Participant.

10.4 No Special Rights

Nothing in this Plan or by the grant of any Awards will confer on any Participant any right to the continuation of the Participant's employment by the Corporation or a Designated Affiliate or interfere in any way with the right of the Corporation or a Designated Affiliate at any time to terminate a Participant's employment or to increase or decrease the compensation of a Participant.

10.5 Other Employee Benefits

The amount of any compensation received by a Participant as a result of the exercise or settlement of any Award will not constitute compensation with respect to which any other employee benefits of that Participant are determined, including benefits under any bonus, pension, profit-sharing, insurance or salary continuation plan, unless otherwise determined by the Board.

10.6 No Liability

Neither the Corporation nor a Designated Affiliate will be liable to any Participant for any loss resulting from a decline in the price or market value of any Common Shares.

10.7 Government Regulation and Grant Restrictions

(1) The Corporation's obligation to issue and deliver Common Shares under any Award is subject to (i) the qualification or registration of those Common Shares under applicable securities laws or the availability of and compliance with applicable exemptions from those securities laws, (ii) the listing of those Common Shares on the Exchange and (iii) the receipt from the Participant of any information for the purpose of complying with applicable securities or privacy laws and the rules, regulations and policies of the Exchange and of representations, agreements and undertakings as to future dealings in those Common Shares in order to safeguard against the violation of the securities laws of any jurisdiction, in each case, as the Corporation determines to be necessary or advisable for that purpose.

(2) Awards may not be granted with a Date of Grant or effective date earlier than the date on which all

actions required to grant the Awards have been completed.

10.8 No Rights as a Shareholder

Participants will not have any rights as a holder of any Common Shares covered by an Award including the right to vote or to receive dividends or other distributions on the Common Shares.

10.9 Tax Matters Generally

(1) Each Participant is responsible for completing and filing any tax returns that may be required under Canadian, United States or other applicable jurisdiction's tax laws within the periods specified in those laws as a result of the Participant's participation in this Plan and the granting or payment or settlement of an Award.

(2) Each Participant is solely responsible for the payment of any Applicable Withholding Tax. Each Participant is required to make a cash payment to the Corporation representing the Applicable Withholding Tax and the Corporation will remit this amount to the applicable tax authorities on behalf of the Participant. The Corporation will also have the right to deduct from any payment or other settlement to be made in connection with this Plan, or to require, before the issuance or delivery of Common Shares or other property, payment by the Participant of any Applicable Withholding Taxes. The Corporation may also make alternative arrangements with any Participant as to the payment or funding of any such Applicable Withholding Taxes.

(3) The Corporation does not make any representation to Participants as to the tax consequences of any Award. The Corporation will not have any liability for any tax, interest or penalties that any Participant may incur as a result of the grant, vesting, exercise or settlement of any Award.

10.10 Severability

The invalidity or unenforceability of any provision of the Plan will not affect the validity or enforceability of any other provision and any invalid or unenforceable provision will be severed from this Plan.

10.11 Effective Date

This Plan was approved by the shareholders of the Corporation, effective as of ___.

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Tiger Gold Corp. — Proxy Solicitation & Information Statement 2025

48068_rns_2025-11-07_d9c2d226-bf8a-464b-a68e-798a0e3df05a.pdf

COMPLETION AND RETURN OF PROXY

NON-REGISTERED HOLDERS

NOTICE-AND-ACCESS

REVOCABILITY OF PROXY

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

FINANCIAL STATEMENTS AND AUDITORS' REPORT

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation, Excluding Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Exercise of Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITORS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditors Service Fees (By Category)

Exemption in Section 6.1 of NI 52-110

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

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

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

Summary of the Stock Option Plan

Summary of the New Stock Option Plan

New Stock Option Plan Resolution

Summary of the New Share Unit Plan

Eligible Participants

Transferability

Amendments to the New Share Unit Plan

Maximum Number of Common Shares Issued

Shareholder Approval and Confirmation

New Share Unit Plan Resolution

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF THE BOARD OF DIRECTORS

ON BEHALF OF THE BOARD OF DIRECTORS OF

4.1 External Audit

4.2 Internal Control

4.3 Financial Reporting

4.6 Reporting Responsibilities

5. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

6. GUIDANCE – ROLES & RESPONSIBILITIES

6.1 Internal Control

6.2 Financial Reporting

General

Annual Financial Statements

Interim Financial Statements

6.3 Compliance with Laws and Regulations

6.4 Other Responsibilities

ARTICLE TWO

ARTICLE THREE

STOCK OPTION PLAN

ARTICLE FOUR

ARTICLE FIVE

Tiger Gold Corp. Proxy Solicitation & Information Statement 2025